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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The following table contains information regarding the beneficial ownership of our Class B shares as of December 31, 2018, except as otherwise indicated, by the shareholders we know to beneficially own more than 5% of our outstanding Class B shares. These shareholders do not own Class A shares. Additionally, no Class A shareholders owns more than 5% of our outstanding Class A shares.
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Name and Address of Beneficial Owner
(1)
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Amount and Nature of
Beneficial Ownership
(2)
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Percent of Class
(3)
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FMR LLC
(4)
Abigail P. Johnson
Fidelity Low-Priced Stock Fund
245 Summer Street
Boston, Massachusetts 02210
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1,974,300
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8.98%
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Dimensional Fund Advisors LP
(5)
Building One
6300 Bee Cave Road
Austin, Texas 78746
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1,886,382
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8.58%
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BlackRock, Inc.
(6)
55 East 52nd Street
New York, NY 10055
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1,851,247
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8.4%
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JPMorgan Chase & Co
(7)
270 Park Avenue
New York, New York, 1007
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1,758,220
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7.9%
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Pzena Investment Management, LLC
(8)
320 Park Avenue, 8th Floor
New York, NY 10022
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1,357,866
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6.2%
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The Vanguard Group
(9)
100 Vanguard Blvd.
Malvern, PA 19355
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1,099,663
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5.00%
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(1)
For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act.
(2)
For each person, the “Amount and Nature of Beneficial Ownership” column may include shares of a class of common stock attributable to the person because of that person’s voting or dispositive power or other relationship. The inclusion in the table of any shares, however, does not constitute an admission of beneficial ownership of those shares by the named shareholder.
(3)
Based on 21,980,492 Class B shares outstanding as of the December 31, 2018. Under our license with BCBSA, no institutional shareholder may own more than 10% of all of our common stock.
(4)
Based solely on a Schedule 13G/A filed by FMR LLC on February 13, 2019 reporting the above stock ownership as of December 31, 2018. FMR LLC reports that it has sole voting power with respect to 248,523 Class B shares and sole dispositive power with respect to 1,974,300 or 8.979% of the outstanding Class B shares. Abigail P. Johnson reports that she has sole voting power with respect to zero Class B shares and sole power to dispose of 1,974,300 Class B shares. FMR LLC reports that the interest of Fidelity Low-Priced Stock Fund amounted to 1,633,317 shares, or 7.43% of Class B shares.
(5)
Based solely on a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) on February 8, 2019 reporting the above stock ownership as of December 31, 2018. Dimensional reports that it has sole voting power with respect to 1,818,073 Class B shares and sole dispositive power with respect to 1,886,382 Class B shares. These securities are owned by certain funds that Dimensional serves as investment advisor, sub-adviser and/or manager. For purposes of the reporting requirements of the Exchange Act, Dimensional is deemed to be a beneficial owner of such securities; however, Dimensional expressly disclaims that it is, in fact, the beneficial owner of such securities.
(6)
Based solely on a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) on February 6, 2019 reporting the above stock ownership as of December 31, 2018. BlackRock, Inc. reports that it has sole voting power with respect to 1,779,896 Class B shares and sole dispositive power with respect to 1,851,247 Class B shares.
(7)
Based solely on a Schedule 13G filed by JPMorgan Chase & Co. (“JPMorgan”) on January 14, 2019 reporting the above stock ownership as of December 31, 2018. JPMorgan reports that it has sole voting power with respect to 1,547,850 Class B shares and sole dispositive power with respect to 1,754,720 Class B shares.
(8)
Based solely on a Schedule 13G/A filed by Pzena Investment Management, LLC (“Pzena”) on February 4, 2019 reporting the above stock ownership as of December 31, 2018. Pzena reports that it has sole voting power with respect to 1,218,772 Class B shares and sole dispositive power with respect to 1,357,866 Class B shares.
(9)
Based solely on a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on February 11, 2019 reporting the above stock ownership as of December 31, 2018. The Vanguard Group reports that it has sole voting power with respect to 22,090 Class B shares and sole dispositive power with respect to 1,073,694 Class B shares.