Solari North American Video ServerSubscriber Resources – Interview Audios
Listen to the Interview MP3 audio file
Download the Interview MP3 audio file
Read the Transcript
Read the transcript of Learning to Walkabout with Harry Blazer here (PDF)
Subscriber Links:
These are links related to Harry and Catherine’s discussion this week.
Commentary
– Shadow Work
– Control Files
– Turtle Forth
– Let Not the Sun Go Down on Your Anger
Solari Reports
– Solari Food Series – Amazon Buys Whole Foods with Harry Blazer
– The Artilect War: Will AI be the Death of Us?, with Dr. Hugo de Garis
– The Power of IT with Jon Rappoport
– Jon Rappoport and Catherine discuss Hamilton Securities
– Dillon Read & Co. Inc. & The Aristocracy of Stock Profits
– Future Science – The Wave Genome – Quantum Holography of DNA with Ulrike Granögger
– Control 101 – 3rd Quarter Wrap Up
– We Are All Targeted Individuals Now with Dr. Katherine Horton
– The Corruption and Compromise of the NSA with William E. Binney
Book Reviews:
– Book Review: Treasury’s War: the Unleashing of a New Era of Financial Warfare
– Book Review: Mark M. Rich on the Nuts & Bolts of Tyranny
– Book Review: Weapons of Math Destruction by Cathy O’Neil
– Book Review: The Master Switch
~Money & Markets can be heard in the Money & Markets blogpost here. ~
“If you’re coming to help me, you are wasting your time. But if you have come because your liberation is bound up with mine, then let us work together….” ~ Australian aboriginal woman
By Catherine Austin Fitts
For many months, Harry Blazer and I have been engaged in an intense discussion about the impact of artificial intelligence (AI) when combined with increased privatization and corporate concentration promoted by a rapidly richer US oligarchy.
In the first two parts of the 3rd Quarter 2018 Wrap Up, Dr. Joseph Farrell and I discussed these changes in our News Trends & Stories, Part I and II. I wanted to pause the Wrap Up roll out for a week to explore “How?” – how do you and I adapt to a world of change and uncertainty on such an unprecedented scale? How do you and I live a free and inspired life and contribute to a human future in the midst of it all?
Harry came to Hickory Valley last week to record our thoughts. After a day of conversation, we decided to focus on what we should do. How do you move through multiple tsunami’s of change on a scale unlike any in human history? One of my comments is that we need to learn from the Australian aborigines – let’s learn to “walkabout.”
Harry and I draw on extensive materials in the Solari Report website and library. We will publish the links for subscribers with the audio on Thursday.
In Money & Markets this week I will discuss the latest in financial markets and geopolitical news. You can post your questions or recommended stories at the Money & Markets Commentary here.
In Let’s Go to the Movies,I will review The Mists of Avalon< which explores the legend of King Arthur and the evolution from pagan religions to Christianity in Britain under Saxon rule. I will touch on Jon Rappaport’s “Voyage of Merlin” and why the Arthur legends and Jon’s work on imagination and creativity are so relevant to our transformation in the 21st century.
Talk to you Thursday!
I was reminded of my college history teacher while listening to the interview with Mr Blazer. I was taught that successful leaders throughout history differed from unsuccessful ones in at least one key personal feature: the ability to be pragmatic.
Also, I think it was a brilliant interview!
A friend shared a YouTube recording of Kyu Sakamoto, a popular song in the early ‘60s that was sung in the Japanese language. It was of course foreign to me as a child, in terms of its translation, but even more remarkable is that it was a hit in this country, where the horrors of WWII were still very fresh in the minds of even young adults. We talk in these pages about mind control, and indeed it’s much more targeted and personal now, but mass mind control was fully undertaken in the war effort. One of the great books on this topic is “War Without Mercy: Race and Power in The Pacific War” by John H. Dower. Overt racism was the official doctrine, and Inhumanity was unbridled on both sides of the conflict. Tom Brokaw famously rhapsodizes about his ‘Greatest Generation,’ but he acknowledges without analysis the dark specter of racism that pervaded those days, choosing to focus on white/ black, rather than cultural cues in general. For a historical perspective on what might be occurring in society writ large today, I heartily recommend this book.
To be sure, there’s still a race divide, but the detailing of mind control down to the individual level gives everyone his own opportunity to hate according to the dictates of what he finds acceptable. It couldn’t be more obvious than in the political realm. In his ongoing X-Series, an occult-based assessment of the human condition and its willingness to be satisfied with half-truths and outright falsehoods as official reality, ‘Dark Journalist’ Daniel Liszt highlights the mischief of Ahriman, who keeps mankind’s development limited to the Eighth Sphere, a place where progress can only converge on an asymptote—infinitely unreachable, but positively limiting. We ourselves must change the paradigm to escape this virtual purgatory. That has to include rejecting both hate and The Official Narrative. It will take the hardest kind of work—on ourselves.
Yes. The mind control is very old. If you have not read Secret Don’t Tell by Carla Emory, I recommend. It takes it way back.
I have now read app 15 books of Steiner – lots on Ahriman. When I join Thomas Meyer next week, perhaps it makes sense to talk more about Ahriman – we covered in the Solari Report we did on Evil.
Related, West Point dropout E.A. Poe’s The Facts in the Case of M. Valdemar.
If you talk to Daniel, caution him about going off the rails trying to denigrate what he sees as competition in the realms he covers. The fact is, truth has no competition. Storytelling has many entrants. It’s the 8th Sphere. All truth-telling reinforces TRUTH. We have many times referred to the energy it takes to support lies. Truth is the ultimate anti-gravity device. It cannot be held down.
Amazing. We disagree. Rarely happens.
I have watched disinformation suck precious resources away from Dolan, Farrell, Rappoport and people like the sponsors of the SSP Conferences. You are right about knowledge, but not about the practical resources that are necessary to support the scholars who have integrity – both for their individual work and group collaboration.
IMO GAIA TV has done tremendous damage to disclosure scholarship with Goode and Wilcox.
Check out GAIA ownership from 2012-18
GAIA (Formerly GAIAM) annual proxy forms are filed with the SEC. They are available at the SEC website on their Edgar system or on GAIAs website under the Investor Relations section – URL to the Proxy filings is here:
https://ir.gaia.com/all-sec-filings?form_type=DEF+14A&year=
These statements are required to file the names and holdings of investors with more than a 5% ownership position.
The following are excerpts from recent GAIA proxy filings.
March 9, 2018 – GAIA PROXY 2018
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information with respect to the beneficial ownership of our common stock as of March 9, 2018 for (i) each
person (or group of affiliated persons) who, insofar as we have been able to ascertain, beneficially owned more than 5% of the outstanding
shares of our Class A common stock or Class B common stock, (ii) each director and director nominee, (iii) each executive officer named
below in the Summary Compensation Table, and (iv) all current directors and executive officers as a group. We have based our calculation
of the percentage of beneficial ownership on 9,799,943 shares of our Class A common stock and 5,400,000 shares of our Class B common
stock outstanding on March 9, 2018.
Title of
Class of
Common
Stock Name and Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership (1)
Percent of
Class (2)
Percent of
Class A
Assuming Full
Conversion of
Class B
Ownership (3)
Class A FMR LLC (4) 1,035,126 10.56 % 6.81 %
BlackRock, Inc. (5) 776,008 7.92 % 5.11 %
Financial & Investment Management Group, Ltd (6) 539,175 5.50 % 3.55 %
Jirka Rysavy (7) 5,748,682 37.82 % 37.82 %
Brad Warkins (8) 85,500 *% *%
Paul Tarell (9) 31,240 *% *%
Jaymi Bauer (10) 22,200 *% *%
Paul Sutherland (6) 614,882 6.27 % 4.05 %
David Maisel (11) 39,000 *% *%
Chris Jaeb (12) 24,600 *% *%
Wendy Lee Schoppert (13) 18,312 *% *%
Kristin E. Frank (14) 12,390 *% *%
Keyur Patel — —% —%
All directors and officers as a group (10 persons) 6,596,806 43.40 % 43.40 %
Class B Jirka Rysavy (7) 5,400,000 100.00 % 100.00 %
All directors and officers as a group (10 persons) 5,400,000 100.00 % N/A
* Indicates less than one percent ownership.
— Indicates zero beneficial ownership and zero percent of class.
(1) This table is based upon information supplied by officers, directors and principal shareholders directly to us or on Schedules 13D
and 13G and Forms 3, 4 and 5 filed with the Securities and Exchange Commission. All beneficial ownership is direct and the
beneficial owner has sole voting and investment power over the securities beneficially owned unless otherwise noted. Share
amounts and percent of class include securities convertible into or exercisable for shares of our Class A common stock and
restricted stock vesting within 60 days after March 9, 2018.
(2) This column represents a beneficial owner’s percentage of ownership for a respective class of our common stock.
(3) This column represents a beneficial owner’s percentage of ownership of our Class A common stock, assuming conversion of all
5,400,000 outstanding shares of our Class B common stock. One share of our Class B common stock is convertible into one share
of our Class A common stock.
(4) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2018. The address
for FMR, LLC is 245 Summer Street, Boston, MA 02210.
(5) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on January 25, 2018. The address
for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
10
(6) According to a report on Schedule 13G filed with the Securities and Exchange Commission on August 15, 2016 by Financial &
Investment Management Group, Ltd. (“FIMgroup”) and information provided by Mr. Sutherland as of March 9, 2018. The
securities consist of (a) 533,275 shares of our Class A common stock beneficially owned by FIMgroup in its capacity as
investment adviser to its clients other than Mr. Sutherland; (b) 5,900 shares of our Class A common stock directly owned by
FIMgroup; (c) 4,000 shares of our Class A common stock directly owned by FIMgroup’s 401(k) plan for the benefit of Mr.
Sutherland; (d) 23,515 shares of our Class A common stock directly owned by Mr. Sutherland; (e) 150 shares jointly owned by
Mr. Sutherland and his son; (f) 21,042 shares of our Class A common stock directly owned by a trust for which Mr. Sutherland
serves as the trustee; (g) 12,000 shares of our Class A common stock issuable upon exercise of stock options that are currently
exercisable; and (h) 15,000 shares of our Class A common stock issuable upon exercise of stock options exercisable within 60 days
after March 9, 2018. FIMgroup shares voting and dispositive power over the securities beneficially owned with its clients. Mr.
Sutherland, in his capacity as an officer of FIMgroup, has shared voting and shared dispositive control over the securities
beneficially owned by FIMgroup. FIMgroup and Mr. Sutherland disclaim beneficial ownership of the shares of Class A common
stock not directly owned by them, respectively. The address for FIMgroup and Mr. Sutherland is 111 Cass St., Traverse City, MI
49684.
(7) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on February 16, 2016. Includes
5,400,000 shares of our Class A common stock issuable upon conversion of shares of our Class B common stock.
(8) Consist of 6,000 shares of our Class A common stock, 76,500 shares of our Class A common stock issuable upon exercise of stock
options that are currently exercisable, and 3,000 shares of our Class A common stock issuable upon exercise of stock options
exercisable within 60 days after March 9, 2018.
(9) Consist of 9,640 shares of our Class A common stock, 20,400 shares of our Class A common stock issuable upon exercise of stock
options that are currently exercisable, and 1,200 shares of our Class A common stock issuable upon exercise of stock options
exercisable within 60 days after March 9, 2018.
(10) Consist of 21,000 shares of our Class A common stock issuable upon exercise of stock options that are currently exercisable, and
1,200 shares of our Class A common stock issuable upon exercise of stock options exercisable within 60 days after March 9, 2018.
(11) Consist of 33,000 shares of our Class A common stock issuable upon exercise of stock options that are currently exercisable, and
6,000 shares of our Class A common stock issuable upon exercise of stock options exercisable within 60 days after March 9, 2018.
(12) Consist of 24,600 shares of our Class A common stock directly held by Mr. Jaeb.
(13) Consist of 18,312 shares of our Class A common stock directly held by Ms. Schoppert.
(14) Consist of 12,390 shares of our Class A common stock issuable upon exercise of stock options exercisable within 60 days after
March 9, 2018.
11
APRIL 2017 2017 GAIA PROXY
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information with respect to the beneficial ownership of our common stock as of March 10, 2017 for (i) each person (or group of affiliated persons) who, insofar as we have been able to ascertain, beneficially owned more than 5% of the outstanding shares of our Class A Common Stock or Class B Common Stock, (ii) each director and director nominee, (iii) each executive officer named below in the Summary Compensation Table, and (iv) all current directors and executive officers as a group. We have based our calculation of the percentage of beneficial ownership on 9,752,531 shares of our Class A Common Stock and 5,400,000 shares of our Class B Common Stock outstanding on March 10, 2017.
Title of Class of Common Stock
Class A
Class B
Name and Address of Beneficial Owner
Ariel Investments, LLC (4)
BlackRock, Inc. (5)
The Vanguard Group (6)
Jirka Rysavy (7)
Brad Warkins (8)
Paul Tarell (9)
Jaymi Bauer (10)
Paul Sutherland (11)
Wendy Lee Schoppert (12)
Kristin E. Frank
Chris Jaeb
David Maisel
Keyur Patel
Lynn Powers
Stephen Thomas
All directors and officers as a group (10 persons)
Jirka Rysavy (7)
All directors and officers as a group (10 persons)
Amount and Nature of Beneficial Ownership (1)
Percent of Class (2)
1,121,833
11.50
%% %% %% %%
%%
%% %% %
742,579
7.61
496,216
5.09
5,748,682
37.94
67,500
*%
20,400
*%
*%
15,000
*%
*%
611,752
6.27
4.04
15,882
*%
*%
—
—%
—%
—
—%
—%
—
—%
—%
—
—%
—%
6,479,216
—
—%
—%
—
—%
—%
42.76
42.76
5,400,000
100.00
100.00
5,400,000
100.00
Percent of Class A Assuming Full Conversion of Class B Ownership (3)
7.40
4.90
3.27
37.94
*%
N/A
* Indicates less than one percent ownership.
— Indicates zero beneficial ownership and zero percent of class.
1. (1) This table is based upon information supplied by officers, directors and principal shareholders directly to us or on Schedules 13D and 13G and Forms 3, 4 and 5 filed with the Securities and Exchange Commission. All beneficial ownership is direct and the beneficial owner has sole voting and investment power over the securities beneficially owned unless otherwise noted. Share amounts and percent of class include securities convertible into or exercisable for shares of our Class A Common Stock and restricted stock vesting within 60 days after March 10, 2017.
2. (2) This column represents a beneficial owner’s percentage of ownership for a respective class of our common stock.
3. (3) This column represents a beneficial owner’s percentage of ownership of our Class A Common Stock, assuming conversion of all 5,400,000 outstanding shares of our Class B Common Stock. One share of our Class B Common Stock is convertible into one share of our Class A Common Stock.
4. (4) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2017. According to the filing, Ariel Investments, LLC is an investment adviser. The address for Ariel Investments, LLC is 200 East Randolph Street, Suite 2900, Chicago, IL 60601.
12
5. (5) According to a report on Schedule 13G filed with the Securities and Exchange Commission on January 30, 2017. According to the filing, BlackRock, Inc. is a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), which has sole voting power with respect to 737,615 shares and sole dispositive power with respect to all of the shares beneficially owned. The shares are owned by four subsidiaries of BlackRock, Inc. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
6. (6) According to a report on Schedule 13G filed with the Securities and Exchange Commission on February 13, 2017. According to the filing, The Vanguard Group is an investment adviser and has sole voting power and shared dispositive power with respect to 10,266 shares and sole dispositive power with respect to 485,950 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
7. (7) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on February 16, 2016. Includes 5,400,000 shares of our Class A Common Stock issuable upon conversion of shares of our Class B Common Stock
8. (8) Consist of 6,000 shares of our Class A common stock, 58,500 shares of our Class A common stock issuable upon exercise of stock options that are currently exercisable, and 3,000 shares of our Class A common stock issuable upon exercise of stock options exercisable within 60 days after March 10, 2017.
9. (9) Consist of 19,200 shares of our Class A common stock issuable upon exercise of stock options that are currently exercisable, and 1,200 shares of our Class A common stock issuable upon exercise of stock options exercisable within 60 days after March 10, 2017.
10. (10) Consist of 13,800 shares of our Class A common stock issuable upon exercise of stock options that are currently exercisable, and 1,200 shares of our Class A common stock issuable upon exercise of stock options exercisable within 60 days after March 10, 2017.
11. (11) According to a report on Schedule 13G filed with the Securities and Exchange Commission on August 15, 2016 by Financial & Investment Management Group, Ltd. (“FIMgroup”) and information provided by Mr. Sutherland as of March 16, 2017. The securities consist of (a) 557,525 shares of our Class A common stock beneficially owned by FIMgroup in its capacity as investment adviser to its clients other than Mr. Sutherland; (b) 5,900 shares of our Class A common stock directly owned by FIMgroup; (c) 4,000 shares of our Class A common stock directly owned by FIMgroup’s 401(k) plan for the benefit of
Mr. Sutherland; (d) 23,135 shares of our Class A common stock directly owned by Mr. Sutherland; (e) 150 shares jointly owned by Mr. Sutherland and his son; and (f) 21,042 shares of our Class A common stock directly owned by a trust for which
Mr. Sutherland serves as the trustee. FIMgroup is an investment adviser and shares voting and dispositive power over the securities beneficially owned with its clients. Mr. Sutherland, in his capacity as an officer of FIMgroup, has shared voting and shared dispositive control over the securities beneficially owned by FIMgroup. FIMgroup and Mr. Sutherland disclaim beneficial ownership of the shares of Class A common stock not directly owned by them, respectively. The address for FIMgroup and
Mr. Sutherland is 111 Cass St., Traverse City, MI 49684.
12. (12) Consist of 15,882 shares of our Class A Common Stock directly held by Ms. Schoppert.
13
APRIL 15, 2016 – GAIAM PROXY 2016
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information with respect to the beneficial ownership of our common stock as of April 15, 2016 for
(i) each person (or group of affiliated persons) who, insofar as we have been able to ascertain, beneficially owned more than 5% of the outstanding shares of our Class A Common Stock or Class B Common Stock, (ii) each director and director nominee, (iii) each executive officer named below in the Summary Compensation Table, and (iv) all current directors and executive officers as a group. We have based our calculation of the percentage of beneficial ownership on 19,141,888 shares of our Class A Common Stock and 5,400,000 shares of our Class B Common Stock outstanding on April 15, 2016.
Title of
Class of
Common
Stock Name and Address of Beneficial Owner
Royce & Associates, LLC (5) Jirka Rysavy (7)
John Jackson (9)
James Argyropoulos (11) Kristin E. Frank (12)
Wendy Lee Schoppert (13)
Michael Zimmerman (4)
All directors and officers as a group (10 persons) All directors and officers as a group (10 persons)
Amount and Nature of Beneficial Ownership (1)
2,104,281
5,748,682
50,721
514,469
7,931
13,868
2,578,028
11,250,392
5,400,000
Percent of Class (2)
10.99% 23.42%
* 2.68% *
* 13.47%
44.90% 100.00%
Percent of Class A Assuming Full Conversion of Class B Ownership (3)
8.57%
6.65%
23.42%
2.34%
*
*
2.09%
—
Class A Prentice Capital Management, LP (4) 2,566,323
13.41%
10.46%
Financial & Investment Management Group, Ltd (6) 1,632,614
8.53%
Lynn Powers (8) 583,200
2.99%
Stephen Thomas (10) 80,200
*
Bart Foster —
—
*
Chris Jaeb —
—
— 6.82%
10.50%
—
44.90%
N/A
N/A
*
Paul Sutherland (6) 1,673,293
8.74%
David Maisel —
—
Class B Jirka Rysavy (7) 5,400,000
100.00%
* Indicates less than one percent ownership.
1. (1) This table is based upon information supplied by officers, directors and principal shareholders directly to us or on Schedules 13D and
13G and Forms 3, 4 and 5 filed with the Securities and Exchange Commission. All beneficial ownership is direct and the beneficial owner has sole voting and investment power over the securities beneficially owned unless otherwise noted. Share amounts and percent of class include securities convertible into or exercisable for shares of our Class A Common Stock and restricted stock vesting within 60 days after April 15, 2016.
2. (2) This column represents a beneficial owner’s percentage of ownership for a respective class of our common stock.
3. (3) This column represents a beneficial owner’s percentage of ownership of our Class A Common Stock, assuming conversion of all
5,400,000 outstanding shares of our Class B Common Stock. One share of our Class B Common Stock is convertible into one share of
our Class A Common Stock.
4. (4) According to a report on Schedule 13D/A filed with the Securities and Exchange Commission on June 8, 2012 by Prentice Capital
Management, LP and Michael Zimmerman. According to the filing, the securities consist of (a) 2,566,323 shares of our Class A Common Stock directly held by investment funds and in investment accounts managed by Prentice Capital Management, LP over which Prentice Capital Management, LP and Michael Zimmerman share voting and dispositive power; and (b) 11,705 shares of our Class A Common Stock directly held by The Michael & Holly Zimmerman Family Foundation, Inc. over which Michael Zimmerman shares voting and dispositive power. Prentice Capital Management, LP and
12
Michael Zimmerman disclaim beneficial ownership over the securities. The address for Prentice Capital Management, LP and
Mr. Zimmerman is 33 Benedict Place, 2nd Floor, Greenwich, CT 06830.
5. (5) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on January 13, 2016. According to the
filing, Royce & Associates, LLC, is an investment adviser. The address for Royce & Associates, LLC is 745 Fifth Avenue, New York,
NY 10151.
6. (6) According to a report on Schedule 13G filed with the Securities and Exchange Commission on January 22, 2016 by Financial &
Investment Management Group, Ltd. (“FIMgroup”) and information provided by Mr. Sutherland as of February 12, 2016. The securities consist of (a) 1,622,714 shares of our Class A Common Stock beneficially owned by FIMgroup in its capacity as investment adviser to its clients other than Mr. Sutherland; (b) 5,900 shares of our Class A Common Stock directly owned by FIMgroup; (c) 4,000 shares of our Class A Common Stock directly owned by FIMgroup’s 401(k) plan for the benefit of Mr. Sutherland; (d) 19,487 shares of our Class A Common Stock directly owned by Mr. Sutherland; (e) 150 shares jointly owned by Mr. Sutherland and his son; and
(f) 21,042 shares of our Class A Common Stock directly owned by a trust for which Mr. Sutherland serves as the trustee. FIMgroup is an investment adviser and shares voting and dispositive power over the securities beneficially owned with its clients. Mr. Sutherland, in his capacity as an officer of FIMgroup, has shared voting and shared dispositive control over the securities beneficially owned by FIMgroup. FIMgroup and Mr. Sutherland disclaim beneficial ownership of the shares of Class A Common Stock not directly owned by them, respectively. The address for FIMgroup and Mr. Sutherland is 111 Cass St., Traverse City, MI 49684.
7. (7) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on February 16, 2016. Includes 5,400,000 shares of our Class A Common Stock issuable upon conversion of shares of our Class B Common Stock.
8. (8) Consist of 224,000 shares of our Class A Common Stock, 355,200 shares of our Class A Common Stock issuable upon exercise of stock options that are currently exercisable, and 4,000 shares of our Class A Common Stock issuable upon exercise of stock options exercisable within 60 days after April 15, 2016.
9. (9) Consist of 721 shares of our Class A Common Stock, 47,000 shares of our Class A Common Stock issuable upon exercise of stock options that are currently exercisable, and 3,000 shares of our Class A Common Stock issuable upon exercise of stock options exercisable within 60 days after April 15, 2016.
10. (10) Consistof77,800sharesofourClassACommonStockissuableuponexerciseofstockoptionsthatarecurrentlyexercisable,and 2,400 shares of our Class A Common Stock issuable upon exercise of stock options exercisable within 60 days after April 15, 2016.
11. (11) Consistof186,136sharesofourClassACommonStockdirectlyheldbyMr.Argyropoulos,303,333sharesofourClassACommon Stock directly held by Argyropoulos Investors, GP and 25,000 shares of our Class A Common Stock issuable upon exercise of stock options that are currently exercisable.
12. (12) Consistsof7,931sharesofourClassACommonStockdirectlyheldbyMs.Frank.
13. (13) Consistsof13,868sharesofourClassACommonStockdirectlyheldbyMs.Schoppert.
13
OCTOBER 9, 2015 2015 PROXY
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information with respect to the beneficial ownership of our common stock as of October 9, 2015 for
(i) each person (or group of affiliated persons) who, insofar as we have been able to ascertain, beneficially owned more than 5% of the outstanding shares of our Class A Common Stock or Class B Common Stock, (ii) each director, (iii) each executive officer named below in the Summary Compensation Table, and (iv) all current directors and executive officers as a group. We have based our calculation of the percentage of beneficial ownership on 19,125,521 shares of our Class A Common Stock and 5,400,000 shares of our Class B Common Stock outstanding on October 9, 2015.
Title of Class of Common Stock
Name and Address of Beneficial Owner
Columbia Wanger Asset Management, LLC (5) Financial & Investment Management Group, Ltd (7) Lynn Powers (9)
Stephen Thomas (11)
Kristin E. Frank
Wendy Lee Schoppert Michael Zimmerman (4) Jirka Rysavy (8)
Amount and Nature of Beneficial Ownership (1)
2,216,229 1,662,203 563,200 73,000 7,931 8,564 2,578,028 5,400,000
Percent of Class (2)
11.59% 8.69% 2.89%
Percent of Class A Assuming Full Conversion of Class B Ownership (3)
9.04%
7.80%
6.78%
24.66%
2.27%
*
Class A Prentice Capital Management, LP (4) 2,566,323
Royce & Associates, LLC (6) 1,914,070
10.01%
Jirka Rysavy (8) 6,048,682
24.66%
John Jackson (10) 41,721
*
**
2.07%
**
—
**
6.91%
James Argyropoulos (12) 507,015
2.65%
Chris Jaeb —
—
Paul Sutherland (7) 1,693,856
8.86%
Class B
46.08% N/A
13.42%
13.48%
100.00% N/A
10.46%
10.51%
All directors and officers as a group (10 persons) 11,521,997
46.08%
All directors and officers as a group (10 persons) 5,400,000
100.00%
* Indicates less than one percent ownership.
1. (1) This table is based upon information supplied by officers, directors and principal shareholders directly to us or on Schedules 13D and
13G and Forms 3, 4 and 5 filed with the Securities and Exchange Commission. All beneficial ownership is direct and the beneficial owner has sole voting and investment power over the securities beneficially owned unless otherwise noted. Share amounts and percent of class include securities convertible into, and stock options exercisable for, shares of our Class A Common Stock and restricted stock vesting within 60 days after October 9, 2015.
2. (2) This column represents a beneficial owner’s percentage of ownership for a respective class of our common stock.
3. (3) This column represents a beneficial owner’s percentage of ownership of our Class A Common Stock, assuming conversion of all
5,400,000 outstanding shares of our Class B Common Stock. One share of our Class B Common Stock is convertible into one share of
our Class A Common Stock.
4. (4) According to a report on Schedule 13D/A filed with the Securities and Exchange Commission on June 8, 2012 by Prentice Capital
Management, LP and Michael Zimmerman. According to the filing, the securities consist of (a) 2,566,323 shares of our Class A Common Stock directly held by investment funds and in investment accounts managed by Prentice Capital Management, LP over which Prentice Capital Management, LP and Michael Zimmerman share voting and dispositive power; and (b) 11,705 shares of our Class A Common Stock directly held by The Michael & Holly Zimmerman Family Foundation, Inc. over which Michael Zimmerman shares voting and dispositive power. Prentice Capital Management, LP and Michael Zimmerman disclaim beneficial ownership over the securities. The address for Prentice Capital Management, LP and Mr. Zimmerman is 33 Benedict Place, 2nd Floor, Greenwich, CT 06830.
11
5. (5) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on February 11, 2015 by Columbia Wanger Asset Management, LLC and Columbia Acorn Fund. Columbia Wanger Asset Management, LLC is an investment adviser and the securities are owned by Columbia Acorn Fund and various other investment companies and managed accounts. Columbia Wanger Asset Management, LLC disclaims beneficial ownership over the securities. Columbia Acorn Fund has sole voting and investment power over 2,100,000 shares of Class A Common Stock. The address for Columbia Wagner Asset Management, LLC and Columbia Acorn Fund is 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606.
6. (6) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on February 5, 2015. According to the filing, Royce & Associates, LLC, is an investment adviser. The address for Royce & Associates, LLC is 745 Fifth Avenue, New York, NY 10151.
7. (7) According to a report on Schedule 13G filed with the Securities and Exchange Commission on January 13, 2015 by Financial & Investment Management Group, Ltd. (“FIMgroup”) and information provided by Mr. Sutherland as of October 9, 2015. The securities consist of (a) 1,652,303 shares of our Class A Common Stock beneficially owned by FIMgroup in its capacity as investment adviser
to its clients other than Mr. Sutherland; (b) 5,900 shares of our Class A Common Stock directly owned by FIMgroup; (c) 4,000 shares of our Class A Common Stock directly owned by FIMgroup’s 401(k) plan for the benefit of Mr. Sutherland; (d) 10,461 shares of our Class A Common Stock directly owned by Mr. Sutherland; (e) 150 shares jointly owned by Mr. Sutherland and his son; and (f) 21,042 shares of our Class A Common stock directly owned by a trust for which Mr. Sutherland serves as the trustee. FIMgroup is an investment adviser and shares voting and dispositive power over the securities beneficially owned with its clients. Mr. Sutherland, in his capacity as an officer of FIMgroup, has shared voting and shared dispositive control over the securities beneficially owned by FIMgroup. FIMgroup and Mr. Sutherland disclaim beneficial ownership of the shares of Class A Common Stock not directly owned by them, respectively. The address for FIMgroup and Mr. Sutherland is 111 Cass St., Traverse City, MI 49684.
8. (8) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2014. Includes 5,400,000 shares of our Class A Common Stock issuable upon conversion of shares of our Class B Common Stock.
9. (9) Consist of 224,000 shares of our Class A Common Stock, 331,200 shares of our Class A Common Stock issuable upon exercise of stock options that are currently exercisable, and 8,000 shares of our Class A Common Stock issuable upon exercise of stock options exercisable within 60 days after October 9, 2015.
10. (10) Consistof721sharesofourClassACommonStock,37,600sharesofourClassACommonStockissuableuponexerciseofstock options that are currently exercisable, and 3,400 shares of our Class A Common Stock issuable upon exercise of stock options exercisable within 60 days after October 9, 2015.
11. (11) Consistof70,200sharesofourClassACommonStockissuableuponexerciseofstockoptionsthatarecurrentlyexercisable,and 2,800 shares of our Class A Common Stock issuable upon exercise of stock options exercisable within 60 days after October 9, 2015.
12. (12) Consistof178,682sharesofourClassACommonStockdirectlyheldbyMr.Argyropoulos,303,333sharesofourClassACommon
Stock directly held by Argyropoulos Investors, GP and 25,000 shares of our Class A Common Stock issuable upon exercise of stock options that are currently exercisable.
12
September 2014 2014 Proxy
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information with respect to the beneficial ownership of our common stock as of September 8, 2014 (except as noted) for (i) each person (or group of affiliated persons) who, insofar as we have been able to ascertain, beneficially owned more than 5% of the outstanding shares of our Class A Common Stock or Class B Common Stock; (ii) each director and director nominee; (iii) each executive officer named above in the Summary Compensation Table; and (iv) all current directors and executive officers as a group. We have based our calculation of the percentage of beneficial ownership on 19,033,346 shares of our Class A Common Stock and 5,400,000 shares of our Class B Common Stock outstanding on September 8, 2014.
Title of
Class of Common Stock
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership(1)
Percent of Class(2)
Percent of Class A Assuming Full Conversion of Class B(3)
Class A Prentice Capital Management, LP (4) 2,578,028 1,753,718 1,616,229 1,507,690
961,005 6,048,682 511,200 — 17,421 56,000 506,224 3,927 — 2,568 1,775,310 2,578,028 8,923,492
Financial & Investment Management Group, Ltd (5)
Columbia Wanger Asset Management, LLC (6)
Ariel Investments, LLC (7)
Royce & Associates, LLC (8)
Jirka Rysavy (9)
Lynn Powers (10)
William Sondheim (11)
John Jackson (12)
Stephen Thomas (13)
James Argyropoulos (14)
Kristin E. Frank (15)
Chris Jaeb
Wendy Lee Schoppert (16)
Paul Sutherland (5)
Michael Zimmerman (4)
All directors and officers as a group (9 persons)
13.54%
10.55%
9.21%
7.18%
8.49%
6.61%
7.92%
6.17%
5.05%
3.93%
24.76%
24.76%
2.65%
2.09%
—
—
*
*
*
*
2.66%
2.07%
*
*
—
—
*
*
9.30%
7.24%
13.54%
10.55%
45.88%
39.46%
Class B
Jirka Rysavy
All directors and officers as a group (9 persons)
5,400,000 5,400,000
100.0% 100.0%
N/A N/A
* Indicates less than one percent ownership.
1. (1) This table is based upon information supplied by officers, directors and principal shareholders directly to us or on Schedules 13D and
13G and Forms 3, 4 and 5 filed with the Securities and Exchange Commission. All beneficial ownership is direct and the beneficial owner has sole voting and investment power over the securities beneficially owned unless otherwise noted. Share amounts and percent of class include securities convertible into, and stock options exercisable for, shares of our Class A Common Stock and restricted stock vesting within 60 days after September 8, 2014.
2. (2) This column represents a beneficial owner’s percentage of ownership for a respective class of our common stock.
3. (3) This column represents a beneficial owner’s percentage of ownership of our Class A Common Stock, assuming conversion of all
5,400,000 outstanding shares of our Class B Common Stock. One share of our Class B Common Stock is convertible into one share of our Class A Common Stock.
13
4. (4) According to a report on Schedule 13D/A filed with the Securities and Exchange Commission on June 8, 2012 by Prentice Capital Management, LP and Michael Zimmerman and information provided by Mr. Zimmerman as of September 8, 2014. According to the filing, the securities consist of (a) 2,566,323 shares of our Class A Common Stock directly held by investment funds and in investment accounts managed by Prentice Capital Management, LP over which Prentice Capital Management, LP and Michael Zimmerman share voting and dispositive power; and (b) 11,705 shares of our Class A Common Stock directly held by The Michael & Holly Zimmerman Family Foundation, Inc. over which Michael Zimmerman shares voting and dispositive power. Prentice Capital Management, LP and Michael Zimmerman disclaim beneficial ownership over the securities. The address for Prentice Capital Management, LP and Mr. Zimmerman is 33 Benedict Place, 2nd Floor, Greenwich, CT 06830.
5. (5) According to a report on Schedule 13G filed with the Securities and Exchange Commission on May 15, 2014 by Financial & Investment Management Group, Ltd. (“FIMgroup”) and information provided by Mr. Sutherland as of September 8, 2014. The securities consist of (a) 1,743,818 shares of our Class A Common Stock beneficially owned by FIMgroup in its capacity as investment adviser to its clients other than Mr. Sutherland; (b) 5,900 shares of our Class A Common Stock directly owned by FIMgroup;
(c) 4,000 shares of our Class A Common Stock directly owned by FIMgroup’s 401(k) plan for the benefit of Mr. Sutherland; (d) 400 shares of our Class A Common Stock directly owned by Mr. Sutherland; (e) 150 shares of our Class A Common Stock directly and jointly owned by Mr. Sutherland and his son; and (f) 21,042 shares of our Class A Common stock directly owned by a trust for which Mr. Sutherland serves as the trustee. FIMgroup is an investment adviser and shares voting and dispositive power over the securities beneficially owned with its clients. Mr. Sutherland, in his capacity as an officer of FIMgroup, has shared voting and shared dispositive control over the securities beneficially owned by FIMgroup. FIMgroup and Mr. Sutherland disclaim beneficial ownership of the shares of Class A Common Stock not directly owned by them, respectively. The address for FIMgroup and Mr. Sutherland is 111 Cass St., Traverse City, MI 49684.
6. (6) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on February 6, 2014 by Columbia Wanger Asset Management, LLC and Columbia Acorn Trust. Columbia Wanger Asset Management, LLC is an investment adviser and the securities are owned by Columbia Acorn Trust and various other investment companies and managed accounts. Columbia Wanger Asset Management, LLC disclaims beneficial ownership over the securities. Columbia Acorn Trust has sole voting and investment power over 1,500,000 shares of Class A Common Stock. The address for Columbia Wagner Asset Management, LLC and Columbia Acorn Trust is 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606.
7. (7) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on June 10, 2014. Ariel Investments, LLC is an investment adviser. Ariel Investments, LLC has sole voting power over 1,507,690 shares of Class A Common Stock, sole investment power over 2,461,263 shares of Class A Common Stock, and no voting or investment power over the respective balances of the securities. The address for Ariel Investments, LLC is 200 E. Randolph Drive, Suite 2900, Chicago, IL 60601.
8. (8) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on January 9, 2014. According to the filing, Royce & Associates, LLC, is an investment adviser. The address for Royce & Associates, LLC is 745 Fifth Avenue, New York, NY 10151.
9. (9) According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2014. Includes 5,400,000 shares of our Class A Common Stock issuable upon conversion of shares of our Class B Common Stock.
10. (10) Consist of 224,000 shares of our Class A Common Stock, 279,200 shares of our Class A Common Stock issuable upon exercise of stock options that are currently exercisable, and 8,000 shares of our Class A Common Stock issuable upon exercise of stock options exercisable within 60 days after September 8, 2014.
11. (11) Mr. Sondheim served as President of the Company until October 17, 2013.
12. (12) Consist of 721 shares of our Class A Common Stock, 14,900 shares of our Class A Common Stock issuable upon exercise of stock
options that are currently exercisable, and 1,800 shares of our Class A Common Stock issuable upon exercise of stock options
exercisable within 60 days after September 8, 2014.
13. (13) Consist of 52,800 shares of our Class A Common Stock issuable upon exercise of stock options that are currently exercisable, and
3,200 shares of our Class A Common Stock issuable upon exercise of stock options exercisable within 60 days after September 8,
2014.
14. (14) Consist of 168,964 shares of our Class A Common Stock directly held by Mr. Argyropoulos, 303,333 shares of our Class A Common
Stock directly held by Argyropoulos Investors, GP, and 30,000 shares of our Class A Common Stock issuable upon exercise of stock
options that are currently exercisable.
15. (15) Consists of 3,927 shares of our Class A Common Stock.
16. (16) Consists of 2,568 shares of our Class A Common Stock.
2013 PROXY
.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information with respect to the beneficial ownership of our common stock as of August 21, 2013
(except as noted) for (i) each person (or group of affiliated persons) who, insofar as we have been able to ascertain, beneficially owned
more than 5% of the outstanding shares of our Class A Common Stock or Class B Common Stock, (ii) each director and nominee for
director, (iii) each executive officer named in the summary compensation table below, and (iv) all current directors and executive officers
as a group. We have based our calculation of the percentage of beneficial ownership on 17,352,287 shares of our Class A Common Stock
and 5,400,000 shares of our Class B Common Stock outstanding on August 21, 2013.
Title of
Class of
Common
Stock
Name and Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership(1)
Percent of
Class
Class A
Prentice Capital Management, LP (2)
2,578,028
14.86
%
Financial & Investment Management Group, Ltd (3)
1,855,839
10.40
%
Ariel Investments, LLC (4)
1,823,682
10.51
%
Columbia Wanger Asset Management, LLC (5)
1,487,595
8.58
%
FMR, LLC (6)
1,392,888
8.03
%
Mazama Capital Management, Inc. (7)
1,361,000
7.84
%
Royce & Associates, LLC (8)
978,004
5.64
%
Jirka Rysavy (9)
6,068,682
26.67
%
Lynn Powers (10)
549,000
3.11
%
William Sondheim (11)
99,500
*
John Jackson (12)
65,721
*
Stephen Thomas (13)
43,100
*
James Argyropoulos (14)
506,299
2.91
%
Barnet M. Feinblum (15)
91,608
*
Kristin Frank
—
—
Chris Jaeb
—
—
Barbara Mowry (16)
74,259
*
Paul H. Ray (17)
41,121
*
Wendy Schoppert
—
—
Paul Sutherland (3)
1,805,447
10.40
%
All directors and officers as a group (10 persons)
9,344,737
51.90
%
Class B
Jirka Rysavy
5,400,000
100.0
%
All directors and officers as a group (10 persons)
5,400,000
100.0
%
*
Indicates less than one percent ownership.
(1)
This table is based upon information supplied by officers, directors and principal shareholders directly to us or on Schedules 13D and
13G and Forms 3, 4 and 5 filed with the Securities and Exchange Commission. All beneficial ownership is direct and the beneficial
owner has sole voting and investment power over the securities beneficially owned unless otherwise noted. Share amounts and
percent of class include stock options exercisable and restricted stock vesting within 60 days after August 21, 2013 except as noted.
(2)
According to a report on Schedule 13D/A filed with the Securities and Exchange Commission on June 8, 2012 by Prentice Capital
Management, LP and Michael Zimmerman. According to the filing, the securities consist of (a) 2,566,323 shares of our Class A
Common Stock directly held by investment funds and in investment accounts managed by Prentice Capital Management, LP over
which Prentice Capital Management, LP and Michael Zimmerman share voting and dispositive power; and (b) 11,705 shares of our
Class A Common Stock directly held by The Michael & Holly Zimmerman Family Foundation, Inc. over which Michael Zimmerman
shares voting and dispositive power. Prentice Capital Management, LP and Michael Zimmerman disclaim beneficial ownership over
the securities. The address for Prentice Capital Management, LP and Mr. Zimmerman is 33 Benedict Place, 2nd Floor, Greenwich,
CT 06830.
(3)
Based on information received from FIMgroup and Mr. Sutherland about their beneficial ownership of shares of our Class A
Common Stock as of August 15, 2013. The securities consist of (a) 1,779,228 shares of our Class A Common Stock beneficially
owned by FIMgroup in its capacity as investment adviser to its clients; (b) 5,900 shares of our Class A Common Stock directly
owned by FIMgroup; (c) 4,000 shares of our Class A Common Stock directly owned by FIMgroup’s 401(k) plan; and (d) 16,319
shares of our Class A Common Stock directly owned by Mr. Sutherland. According to a report on Schedule 13G filed with the
Securities and Exchange Commission on July 31, 2013, FIMgroup is an investment adviser and shares voting and dispositive power
over the securities beneficially owned with its clients. Mr. Sutherland, in his capacity as an officer of FIMgroup, has
11
shared voting and shared dispositive control over the securities beneficially owned by FIMgroup. FIMgroup and Mr. Sutherland
disclaim beneficial ownership of the shares of Class A Common Stock not directly owned by them, respectively. The address for
FIMgroup and Mr. Sutherland is 111 Cass St., Traverse City, MI 49684.
(4)
According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on April 10, 2013, Ariel Investments,
LLC is an investment adviser. Ariel Investments, LLC has sole voting power over 901,942 of the securities and no voting power over
the balance of the securities. The address for Ariel Investments, LLC is 200 E. Randolph Drive, Suite 2900, Chicago, IL 60601.
(5)
According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2013 by Columbia
Wanger Asset Management, LLC and Columbia Acorn Trust. Columbia Wanger Asset Management, LLC is an investment adviser
and the securities are owned by Columbia Acorn Trust and various other investment companies and managed accounts. Columbia
Wanger Asset Management, LLC disclaims beneficial ownership over the securities. Columbia Acorn Trust has sole voting and
investment power over 1,371,366 shares of Class A common stock. The address for Columbia Wagner Asset Management, LLC and
Columbia Acorn Trust is 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606.
(6)
According to a report on Schedule 13G filed with the Securities and Exchange Commission on February 17, 2009 filed by FMR LLC
and Edward C. Johnson 3d. According to the filing, the securities consist of (a) 722,000 shares of our Class A Common Stock
beneficially owned by Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC and an investment
adviser, as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment
Company Act of 1940; Edward C. Johnson 3d and FMR LLC, through its control of Fidelity Management & Research Company, and
the investment companies each has sole dispositive power over the 722,000 shares; and (b) 670,888 shares of our Class A Common
Stock beneficially owned by Pyramis Global Advisors Trust Company, an indirect wholly-owned subsidiary of FMR LLC and a bank
as defined in Section 3(a)(6) of the Exchange Act, as a result of its serving as investment manager of institutional accounts owning
such shares; Edward C. Johnson 3d and FMR LLC, through control of Pyramis Global Advisors Trust Company, each has sole
dispositive power over 670,888 of the shares and sole voting power over 587,600 of the shares. Edward C. Johnson 3d, Chairman of
FMR, LLC, and members of the Johnson family may be deemed to form a controlling group with respect to FMR, LLC. The address
for FMR, LLC and Edward C. Johnson 3d is 82 Devonshire Street, Boston, Massachusetts 02109.
(7)
According to a report on Schedule 13G filed with the Securities and Exchange Commission on February 8, 2008. According to the
filing, Mazama Capital Management, Inc. is an investment adviser and has sole voting power over 738,100 shares of our Class A
Common Stock and sole dispositive power over 1,361,000 shares of our Class A Common Stock. The address for Mazama Capital
Management, Inc. is One Southwest Columbia Street, Suite 1500, Portland, Oregon 97258.
(8)
According to a report on Schedule 13G/A filed with the Securities and Exchange Commission on January 11, 2013. According to the
filing, Royce & Associates, LLC, is an investment adviser. The address for Royce & Associates, LLC is 745 Fifth Avenue, New
York, NY 10151.
(9)
Includes 5,400,000 shares of our Class A Common Stock issuable upon conversion of shares of our Class B Common Stock.
(10)
Consist of 224,000 shares of our Class A Common Stock, 315,000 shares of our Class A Common Stock issuable upon exercise of
stock options that are currently exercisable, and 10,000 shares of our Class A Common Stock issuable upon exercise of stock options
exercisable within 60 days after August 21, 2013.
(11)
Consist of 98,500 shares of our Class A Common Stock issuable upon exercise of stock options that are currently exercisable, and
1,000 shares of our Class A Common Stock issuable upon exercise of stock options exercisable within 60 days after August 21, 2013.
(12)
Consist of 721 shares of our Class A Common Stock, 64,200 shares of our Class A Common Stock issuable upon exercise of stock
options that are currently exercisable, and 800 shares of our Class A Common Stock issuable upon exercise of stock options
exercisable within 60 days after August 21, 2013.
(13)
Consist of 41,300 shares of our Class A Common Stock issuable upon exercise of stock options that are currently exercisable, and
1,800 shares of our Class A Common Stock issuable upon exercise of stock options exercisable within 60 days after August 21, 2013.
(14)
Consist of 167,966 shares of our Class A Common Stock directly held by Mr. Argyropoulos, 303,333 shares of our Class A Common
Stock directly held by Argyropoulos Investors, GP, and 35,000 shares of our Class A Common Stock issuable upon exercise of stock
options that are currently exercisable.
(15)
Consist of 52,608 shares of our Class A Common Stock held by Mr. Feinblum, 4,000 shares of our Class A Common Stock held by
Mr. Feinblum’s wife, and 35,000 shares of our Class A Common Stock issuable upon exercise of stock options that are currently
exercisable.
(16)
Consist of 54,259 shares of our Class A Common Stock, and 20,000 shares of our Class A Common Stock issuable upon exercise of
stock options that are currently exercisable.
(17)
Consist of 6,121 shares of our Class A Common Stock, and 35,000 shares of our Class A Common Stock issuable upon exercise of
stock options that are currently exercisable
APRIL 23, 2012 2012 PROXY
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information with respect to the beneficial ownership of our common stock as of April 23, 2012 (except as noted) for (i) each person (or group of affiliated persons) who, insofar as we have been able to ascertain, beneficially owned more than 5% of the outstanding shares of our Class A Common Stock or Class B Common Stock, (ii) each director and nominee for director,
(iii) each executive officer named in the table of executive officers of Gaiam above, and (iv) all current directors and executive officers as a group.
Title of
Class of
Common
Stock Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership(1)
Percent of Class
11.07% 8.05% 6.22%
26.73% *
* * *
31.85% 100.0%
Class A Prentice Capital Management, LP (2) 2,578,028
14.90%
Financial & Investment Management Group, Ltd (3) 1,915,290
FMR, LLC (5) 1,392,888
Royce & Associates, LLC (7) 1,075,514
Jirka Rysavy (9) 6,068,682
William Sondheim (11) 91,500
Stephen Thomas (13) 27,500
Barnet Feinblum (15) 77,870
Paul Ray (17) 38,621
All directors and officers as a group (9 persons) 7,401,420
All directors and officers as a group (9 persons) 5,400,000
Columbia Wanger Asset Management, LLC (4) 1,495,595
8.64%
Mazama Capital Management, Inc. (6) 1,361,000
7.87%
Mill Road Capital, L.P. (8) 993,017
5.74%
Lynn Powers (10) 469,000
2.67%
John Jackson (12) 73,600
*
Jim Argyropoulos (14) 482,888
2.79%
Barbara Mowry (16) 71,759
*
Paul Sutherland(3) 1,915,290
11.07%
Class B Jirka Rysavy 5,400,000
100.0%
* Indicates less than one percent ownership.
(1) This table is based upon information supplied by officers, directors, director nominees and principal shareholders directly to us
or on Schedules 13D and 13G and Forms 3, 4 and 5 filed with the Securities and Exchange Commission. All beneficial ownership is direct
and the beneficial owner has sole voting and investment power over the securities beneficially owned unless otherwise noted. Share amounts and percent of class include stock options exercisable and restricted stock vesting within 60 days after April 23, 2011 except as noted.
(2) According to a report on Schedule 13D/A filed with the Securities and Exchange Commission on April 6, 2009. According to the filing, the securities consist of (a) 2,566,323 shares of our Class A Common Stock directly held by investment funds and in investment accounts managed by Prentice Capital Management, LP over which Prentice Capital Management, LP and Michael Zimmerman share voting and dispositive power; (b) 3,000 shares of our Class A Common Stock directly held by The Michael
UNCLE! (I looked through the prospectus excerpt you posted.) I simply think when you win, which apparently the “Secret Space Program” trademarking attempt failing was a win for the good guys, the thing to do is move on, particularly in the sense of keeping it on the higher moral ground. Hopefully that’s what makes us the good guys in the first place.
But thank you for the reply. We are mutually well-aligned.
Could not agree more. My plan is to review the facts with a copyright attorney. I believe that tradesmark and copyright trolls and extortion are going to be used to shut down disclosure and transparency. The independent media needs more knowledge and preparation.
People should know about the reality of lawyers, Insurance and intellectual property law. I’ve had the misadventure several times with patents, copyrights and insurance being not any protection at all. Defense only wants it when there are BIG BUCKS at stake, not normal people money. I’m not advocating going naked, but don’t imagine you have something that is bulletproof.
Yes, I agree that they are little protection. I like the Chinese model – maintain a higher learning speed. Kai Fu Lee discusses this in a very interesting way in AI Superpowers. I am a target of trademark/copyright troll. IMO it is legitimized organized crime.
Catherine, you got really kool friends.
So let me think out loud about what I listened to on this great talkabout walkabout discussion.
Back in 2005 when I learn that Congress past a revamp bankruptcy laws where they exempt student loans being accepted I thought “Okay what do they have up their sleeve” “What do they know is coming?” It seems putting people and America in debt is a plan to make people indentured servants before they are given access to the coming powerful technology. And if people will come to love this oppression, to adore the new technologies that can undo their capacities to think. I think one of the Huxleys said that. Not much of a world to look forward to.
So how to escape this form of mind control? How do we keep our bearings? I agree 100% with Catherine get right with the Lord and realize the value of faith. I do think having a brain that has a balance between the right and left hemisphere helps a person to be more aware of true reality. How does one get a balance brain? I think following Catherine’s “get clean” suggestion would be helpful.
The more we get out into nature helps as wells. Trees. I have found the 10 commandments very helpful. Every time my mind starts to veer away from being in alignment with them, it is a signal that I need to pay attention.
Hello Catherine,
I listened to your walkabout just once so far but I know that several listens are in store. My mind and spirit were reeling in many directions. One thought was…is this whole NWO NOT happening anywhere? Or is the Anglo-American alliance worldwide at this point? I assume so with your term Mr. Global.
Secondly from a spiritual perspective. All of what is happening seems to be aligning with my reading of the work of Carl Jung. He speaks of the Mass Man being seduced by ISM’s. This seduction can only be countered through the intense journey of individuation. This is accomplished by FIRST coming to terms with the darker aspect aka unconscious forces, personal and by extension social, of one’s life. Only after this is achieved can one proceed forward into the full light of consciousness. Thus Jung’s phrase (roughly) one does not become enlightened by imagining beings of light but by bringing the light of consciousness into the darkness. I see your work as providing the window to see the darker aspects of the world we live in. From there we able to transform the world beginning with ourselves, into a world we determine to be sound, just and possible. (I want to start a new paragraph for clarity – but it will post if I press return) Some sort of a transformation IS the crux of this endeavor. A transformation from material to spiritual or an infusion of spirit into matter. All of the energy poured into the Mr.Global’s mass control wet dream is doomed to failure simply because this group is attempting a purely material transformation of what is in its successful form a spiritual or divine event. What is splendid about the whole thing is that we are being asked to achieve this transformation in answer to their pathetic and desperate wish of lower form dense control. That is what strikes me about the AI narrative. It is a transformation but lateral, a horizontal movement in which outward – yet the true direction of transformation is always vertical. This is the symbol of the cross itself. Christ dying on the axis of the eternal, spiritual, vertical world meeting the material, egoic, horizontal world with all of its impersonal demands. This for me is what is meant metaphorically by the crucifixion. It is the death of the personal ego being reborn within the ever occurring paradox. I apologize for going on Catherine but it seems critical to tease the spiritual mechanics of this prerequisite apart so we are able to speak the words we need to speak, hold the ground we need to hold. I feel we are doing this to bring a human world into being or as I said on my radio show last night to ‘Make Humanity Great Again’. That is my new tag-tine! Now back to one final observance of Jung and i will close out. Jung foresaw this transition of the eons in his work ‘An Answer to Job’. He termed this the third transformation of the God image. A time where people are being asked to incarnate the divine within themselves, not projected out upon the world or leaders but within their own relationship with the divine. I sense that is what you and Hary touched on so beautifully, from both sides of the aisle. Finally, last night I played the second half of a two-hour interview with Amy Benjamin. I was inspired by your interview and contacted her in hopes she would agree. It was a great success. I am a carpenter who woke up in 1987 fighting the Free Trade deal in Canada. I started a small community radio show. Free Range Radio Sunday nights 730 to 930 PST on our listener supported station, Cortesradio.ca. Catherine, I would love to be able to interview you at some point. Whatever you want to discuss and for whatever amount of time you are able to give. Thank you so very much for your inspiring work. If there is anything I can do to offer any help, contact me. I’m all in. cheers Doug Hamel….. sorry final quote from Marie Lousie Von Franz, Jung’s closest associate- It’s easy to be a naive idealist. It’s easy to be a cynical realist. It’s quite another thing to have no illusions and still hold the inner flame.
Doug:
I would love to do your show. I just came from attending a workshop on the Keys of Enoch and then a group of scientists outlining how science speaks to the spiritual. Yes, we are called to bring in the light – and to realize our full divine potential The more I understand about what the ancient texts say and about what science says, the more hopeful I am.
Catherine
It is so fascinating this whole adventure Catherine… Please let me know what times extra work for you. I can do via Skype. I work most days from 8 to 430 PST so weekends are OK. But to be honest I have no qualms missing a few fiat dollars in exchange for a conversation with you. Doug
Catherine here is my email… dfhamel1962@gmail.com
Cheers
Doug Hamel
Catherine…….wonderful message with Harry B. Indeed, this a time to take stock of what is really important; and it is faith and endurance. Things are becoming hopelessly entangled in my neck of the woods (southern California), and negativity abounds. Constant prayer and vigilance seems to be the way to go. I am amazed at some of the friends that I have known for 30 years who cannot seem to delve into things beyond what they thought when I first met them. Maybe their innocence protects them; but I want to know the “changes” coming… in order to combat the evil, and embrace the good in what I can…….keep up the good fight!………Blessings!
Catherine, I just listened to your wonderful interview with Harry Blazer. Thank you for that. However, in mentioning walkabouts, you referred to the book ‘Mutant Message Down Under”. This was a very moving book and in fact I read it twice. But, when confronted by aborigines the author admitted that she had made it up. It was sad to read that. It doesn’t negate the powerful message of the aborigines’ closeness to the earth and their dreaming their reality into life.
Did not know that. I appreciate your letting me know. Thanks, Anne
That’s a good discussion. In summary, we all have been sheltered and now the time begins that the roof is blown off. Until one is persecuted, he may make his plans, adjusting for what perturbations might be in the ambience, but once the beat-down starts, the plans are owned by someone else and we must be constantly adjusting. Accepting this reality is key to mastering it. That’s the walkabout: I must accept what I encounter on the path I am on, whether or not it’s the one I wanted to be on. For many, it will involve forgiveness and reduced expectations. One must forgive others, of course. That’s easy. Forgiving oneself is harder, in the awareness of what one might have done, but didn’t. Then, we must be grateful for what we do have, less counting of one’s blessings as an inventory and more of valuing them as fully as we can.
Excellent summary. I am reminded of one of my favorite TD Jakes quotes – “God does not need what you have lost to bless you.”
I love this
Spectacular. Riveting. I have felt this exceleration energetically.
This week I worked out in myself my truth after reading Human 2.0 in Forbes.
If I merge with Technology I am spiritually dead, from my perspective.
According to the Transhumanist, if I don’t I will be dead or like s Pet to them. I say Old Dogs like me learn new tricks. I plan to thrive. I have many sratategies for living well.
If I am faced with a difficult decision about my Immortal Soul, I am clear what I will chose.
I will not become a lesser species. I do not consent to being Borg or helping Borg.
I am with you Gina!