Transaction Details

Footnotes

The transaction reported in this Form 4 has been reported after the reporting deadline because the Reporting Person initially believed the transaction constituted a non-reportable pledge of Issuer securities. The Reporting Person has subsequently determined to report the transaction based on the terms of the arrangement. The nature of the transaction is currently the subject of a dispute in an arbitral proceeding. | The reported price reflects the implied per-share value of shares transferred pursuant to an arrangement described as a non-recourse stock loan, in which the shares were transferred to the counterparty and the loan proceeds were limited to approximately 45% of the market value of the transferred shares, as determined under the terms of the arrangement, rather than a negotiated sale price.