Ravin Seth A. 4/A

What Happened Seth Ravin (reported as a 10% owner) had 268,455 shares vest and convert on April 3, 2026 (76,338 Restricted Stock Units + 192,117 Earned Performance Units). To cover withholding taxes, automatic "sell-to-cover" transactions disposed of 111,293 shares in open-market sales at $3.35/share, generating $372,820 in proceeds. The filing is an amendment that adds these automatic sell-to-cover sales.

Key Details

• Transaction dates: vesting/conversion on April 3, 2026; sell-to-cover sales were processed over April 7–9, 2026 (amendment filed April 9, 2026).
• Prices and values: two open-market sales (31,650 and 79,643 shares) at $3.35 each; total proceeds $372,820.
• Shares involved: 268,455 shares vested/converted; 111,293 shares sold to cover taxes; net shares retained from this vesting event = 157,162.
• Footnotes: vesting reflects one-third tranches of previously granted RSUs and earned Performance Units (per the 2023 LTIP and 2013 Equity Plan). The sales were automatic sell-to-cover transactions processed by the company’s stock plan administrator; the reporting person did not initiate or time the sales.
• Timeliness: This Form 4 was amended to add the sell-to-cover sales (reported April 9); the amendment notes the reporting person was not informed of the sales until April 9.

Context The derivative entries reflect the conversion/vesting of RSUs and performance units into common stock at no cash cost to the reporting person. The immediate sell-to-cover of a portion of the vested shares to pay tax withholding is routine and does not necessarily signal a personal decision to liquidate beyond tax obligations. As a 10% owner, Ravin’s vesting and sell-to-cover activity is a routine equity compensation event rather than an open-market discretionary sale initiated by the insider.