| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MODV | Common Stock | Options Exercise | $0 | +200K | +12.97% | $0.00 | 1.74M | Aug 12, 2021 | See Footnote | F1, F2, F3, F4 |
| transaction | MODV | Common Stock | Disposed to Issuer | -$36.5M | -200K | -11.48% | $182.73 | 1.54M | Aug 12, 2021 | See Footnote | F2, F3, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MODV | Stock Option Equivalent Units | Options Exercise | $0 | -200K | -50% | $0.00 | 200K | Aug 12, 2021 | Common Stock | 200K | See Footnote | F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | Represents the deemed acquisition of common stock of the Issuer ("Common Stock") upon the exercise of Stock Option Equivalent Units as disclosed in Table II. |
| F2 | The cash settlement of 200,000 Stock Option Equivalent Units is reported for purposes of Form 4 as the disposition of the Stock Option Equivalent Units and a simultaneous acquisition and disposition of the underlying Common Stock. |
| F3 | The Stock Option Equivalent Units were received by Coliseum Capital Partners, L.P. ("CCP") pursuant to an agreement under which Christopher Shackelton ("Shackelton") assigned to CCP the right to receive all compensation (including equity compensation) that Shackelton would otherwise receive as a director of the Issuer. Coliseum Capital, LLC ("CC") serves as the general partner for CCP and Coliseum Capital Partners II, L.P. ("CCP2"); Coliseum Capital Management, LLC ("CCM") serves as investment advisor to CCP and CCP2. |
| F4 | The Common Stock is held directly by (a) CCP, (b) CCP2 and (c) a separate account investment advisory client of CCM (the "Separate Account"). Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC and may be deemed to have an indirect pecuniary interest in the shares held by the CCP, CCP2 and the Separate Account due to CCM's right to receive performance-related fees from the Separate Account and CC's right to receive performance-related fees from CCP and CCP2. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 877,795; 261,300; and 402,960 shares of Common Stock, respectively. |
| F5 | Stock Option Equivalent Units represent the right to receive upon exercise the difference between the closing market price of one share of Common Stock, on the date of the exercise minus $43.81 in cash (there is no right to receive Common Stock). The cash payment with respect to the Stock Option Equivalent Units was calculated based on the fair market value of the Common Stock of $182.73, which was the closing price of the Common Stock on August 12, 2021. |
| F6 | 66,666 Units became fully vested and exercisable as of the September 11, 2014; 66,666 Units became fully vested and exercisable on June 30, 2015; and 66,668 Units became fully vested and exercisable on June 30, 2016. |
Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM; CC; CCP; CCP2; CCC; and Gray.