CUSIP No. 48207D101
of the Children's Trusts plus a total of 69,460 shares acquired by the
Foundation, Ellen Meckler and the Parent Trusts).
Meckler's aggregate beneficial ownership of shares of Common Stock during
the period from May 13, 2005 until October 22, 2008 (including shares underlying
options exercisable within 60 days of the reporting date) decreased from
12,713,168 to 11,732,527, a total decrease of 980,641 shares of Common Stock.
This decrease is the net result of (a) a net increase in Meckler's beneficial
ownership of the number of shares of Common Stock underlying options from
585,002 to 944,749 (including 58,334 options that become exercisable within 60
days of October 22, 2008 on December 12, 2008 and taking account of (i) the
expiration of an option to purchase 118,334 shares of Common Stock on December
7, 2005 and the expiration of an option to purchase 166,667 shares of Common
Stock on June 9, 2008; (ii) the accelerated vesting of an option to purchase
200,000 shares of Common Stock on December 23, 2005; (iii) the vesting of
166,667 (June 9, 2006), 133,333 (June 14, 2006), 106,667 (June 7, 2007), 133,333
(June 14, 2007), 7,874 (May 20, 2008) 58,335 (June 4, 2008) and 113,539 (June 7,
2008) option shares in accordance with their respective terms; (iv) his exercise
and sale of 333,334 option shares from May 13, 2005 until October 22, 2008), for
a net increase of 359,747 option shares, (b) a net decrease in Meckler's direct
beneficial ownership giving effect to (i) his sale of 96,000 shares pursuant to
the 2005 Stock Sale Plan; (ii) his purchase of 10,000 shares on the open market;
and (iii) the net transfer of 142,635 shares to the Foundation, the Pennington
School, the 2006 Meckler Trust, 2007 Meckler Trust I, 2007 Meckler Trust II and
2008 Meckler Trust for a net decrease of 228,635 shares, and (c) a net decrease
in Meckler's indirect beneficial ownership giving effect to (i) the net transfer
of 142,000 shares to the Foundation, the 2006 Meckler Trust, 2007 Meckler Trust
I, 2007 Meckler Trust II and 2008 Meckler Trust; (ii) 40,260 shares purchased by
Ellen Meckler on the open market; (iii) 5,800 shares purchased by the Foundation
on the open market; (iv) an aggregate of 23,400 shares purchased by the Parent
Trusts on the open market; and (v) the disposition of 1,323,213 shares of Common
Stock in connection with Meckler's resignation as a trustee of the Children's
Trusts, for a net decrease of 1,111,753 indirectly held shares. As a result of
these transactions and the issuance of additional shares of Common Stock by the
Issuer since the filing of Amendment No. 5, Meckler's percentage ownership of
the Issuer decreased from 36.4% to 31.8%, based on 36,911,901 shares of Common
Stock outstanding (consisting of 36,032,152 shares of Common Stock outstanding
as of August 6, 2008 as reported by the Issuer in its Form 10-Q for the quarter
ended June 30, 2008, filed with the Securities and Exchange Commission (the
"SEC") on August 11, 2008, less 65,000 Treasury Shares, plus 944,749 options
that were vested and exercisable within 60 days of the filing of Amendment No.
6).
From the period beginning on October 22, 2008 until the date hereof,
Meckler acquired an aggregate of 100,000 shares of Common Stock through a
negotiated private transaction, entered into on December 11, 2008, between
Meckler, certain of the Meckler Affiliates and Wellington Fund (the "Wellington
Transaction") and 1,000 shares of Common Stock in the open market. As a result
of these transactions, during this period, Meckler's direct ownership of Common
Stock (including shares of Common Stock
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