0001140361-18-017891.txt : 20180409 0001140361-18-017891.hdr.sgml : 20180409 20180409204452 ACCESSION NUMBER: 0001140361-18-017891 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180405 FILED AS OF DATE: 20180409 DATE AS OF CHANGE: 20180409 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Coinvestment Partners, L.P. CENTRAL INDEX KEY: 0001429869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37450 FILM NUMBER: 18746683 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Operating Partners, L.P. CENTRAL INDEX KEY: 0001429868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37450 FILM NUMBER: 18746682 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37450 FILM NUMBER: 18746687 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Parallel (DT) Fund VI, L.P. CENTRAL INDEX KEY: 0001429870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37450 FILM NUMBER: 18746684 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Equity Fund VI Investors (Fogo), LLC CENTRAL INDEX KEY: 0001640713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37450 FILM NUMBER: 18746681 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: THL Equity Fund VI Investors (Fogo), L.P. DATE OF NAME CHANGE: 20150428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Equity Fund VI, L.P. CENTRAL INDEX KEY: 0001375668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37450 FILM NUMBER: 18746686 BUSINESS ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Parallel Fund VI, L.P. CENTRAL INDEX KEY: 0001375663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37450 FILM NUMBER: 18746685 BUSINESS ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fogo de Chao, Inc. CENTRAL INDEX KEY: 0001627487 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 455353489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14881 QUORUM DRIVE STREET 2: SUITE 750 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: (214) 960-9533 MAIL ADDRESS: STREET 1: 14881 QUORUM DRIVE STREET 2: SUITE 750 CITY: DALLAS STATE: TX ZIP: 75254 4 1 form4.xml FORM 4 X0306 4 2018-04-05 true 0001627487 Fogo de Chao, Inc. FOGO 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001375668 Thomas H. Lee Equity Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001375663 Thomas H. Lee Parallel Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001429870 Thomas H. Lee Parallel (DT) Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001429869 THL Coinvestment Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001429868 THL Operating Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001640713 THL Equity Fund VI Investors (Fogo), LLC C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true Common Stock 2018-04-05 4 S 0 17149323 15.75 D 0 I See footnotes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information), incorporated herein by reference. This Form 4 is the first of two Form 4s filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, Thomas H. Lee Advisors, LLC. THOMAS H. LEE ADVISORS, LLC By: THL Holdco, LLC, its Managing Member By: /s/ Charles P. Holden Name: Charles P. Holden Title: Managing Director 2018-04-09 EX-99.1 2 ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Name and Address of Reporting Person:
Thomas H. Lee Advisors, LLC
 
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018

Footnotes to Form 4

(1) This report is being filed by the following Reporting Persons:  Thomas H. Lee Advisors, LLC (“THL Advisors”), Thomas H. Lee Equity Fund VI, L.P. (“THL Equity VI”), Thomas H. Lee Parallel Fund VI, L.P. (“Parallel Fund VI”), Thomas H. Lee Parallel (DT) Fund VI, L.P. (“DT Fund VI”), THL Coinvestment Partners, L.P. (“THL Coinvestment”), THL Operating Partners, L.P. (“THL Operating”), THL Equity Fund VI Investors (Fogo), LLC (“THL Fogo”), THL Equity Fund VI Investors (Fogo) II, LLC (“THL Fogo II,” and together with THL Equity VI, Parallel Fund VI, DT Fund VI, THL Coinvestment, THL Operating, THL Fogo and THL Fogo II, the “THL Funds”) as well as Great-West Investors, L.P. (“Great West”), Putnam Investments Employees’ Securities Company III LLC (“Putnam III”), Todd M. Abbrecht, Douglas A. Haber and Jeff T. Swenson. This Form 4 is in two parts and is jointly filed with the Reporting Persons in both parts. See Remarks.

THL Advisors is the general partner of Thomas H. Lee Partners, L.P. (“THL Partners”), which in turn is the general partner of THL Coinvestment and the sole member of THL Equity Advisors VI, LLC, which in turn is the general partner of the THL Equity VI, Parallel Fund VI, DT Fund VI, THL Operating and the sole manager of THL Fogo and THL Fogo II.  THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC, which in turn is the managing member of Putnam III.  Each of Messrs. Abbrecht, Haber and Swenson is a Managing Director of THL Partners.

(2) Represents shares of the Issuer disposed of by the following entities, all of which were converted into the right to receive $15.75 per share pursuant to that certain Agreement and Plan of Merger, by and between the Issuer and Prime Cut Intermediate Holdings Inc., dated as of February 20, 2018, upon the closing of the merger on April 5, 2018:  9,260,899 shares by THL Equity VI; 6,270,987 shares by Parallel Fund VI; 1,095,420 shares by DT Fund VI; 319,467 shares by THL Coinvestment; 56,070 shares by THL Operating; 45,255 shares by THL Fogo; 5,025 shares by THL Fogo II; 48,188 shares by Great West; and 48,012 shares by Putnam III.

(3) Each of the Reporting Persons disclaims beneficial ownership of the securities listed in this report, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person’s pecuniary interest therein.
 
 
1

EX-99.2 3 ex99_2.htm EXHIBIT 99.2

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Thomas H. Lee Equity Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:
 
THOMAS H. LEE EQUITY FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
 
By:
/s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director
   
Dated:  April 9, 2018
 
1

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Thomas H. Lee Parallel Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:
 
THOMAS H. LEE PARALLEL FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
 
By:
/s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director
   
Dated:  April 9, 2018
 
2

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Thomas H. Lee Parallel (DT) Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:
 
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
 
By:
/s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director
   
Dated:  April 9, 2018
 
3

Exhibit 99.2

Joint Filer Information

(continued)
 
Name of Joint Filer:
THL Coinvestment Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:
 
THL COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
 
By:
/s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director
   
Dated:  April 9, 2018
 
4

Exhibit 99.2

Joint Filer Information

(continued)
 
Name of Joint Filer:
THL Operating Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:
 
THL OPERATING PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
 
By:
/s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director
   
Dated:  April 9, 2018
 
5

Exhibit 99.2

Joint Filer Information

(continued)
 
Name of Joint Filer:
THL Equity Fund VI Investors (Fogo), LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:
 
THL EQUITY FUND VI INVESTORS (FOGO), LLC
By: THL Equity Advisors VI, LLC, its Sole Manager
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
 
By:
/s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director
   
Dated:  April 9, 2018
 
6

Exhibit 99.2

Joint Filer Information

(continued)
 
Name of Joint Filer:
THL Equity Fund VI Investors (Fogo) II, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:
 
THL EQUITY FUND VI INVESTORS (FOGO) II, LLC
By: THL Equity Advisors VI, LLC, its Sole Manager
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
 
By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director
   
Dated:  April 9, 2018

7

Exhibit 99.2

Joint Filer Information

(continued)
 
Name of Joint Filer:
Great-West Investors, LP
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:
 
GREAT-WEST INVESTORS, LP
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member
 
By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director
   
Dated:  April 9, 2018
 
8

Exhibit 99.2

Joint Filer Information

(continued)
 
Name of Joint Filer:
Putnam Investments Employees’ Securities Company III, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:
 
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
By: Putnam Investment Holdings, LLC, its Managing Member
By: Putnam Investments, LLC, its Managing Member
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member
 
By:
/s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director
   
Dated:  April 9, 2018
 
9

Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
Douglas A. Haber
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

 /s/ Douglas A. Haber  
Douglas A. Haber
 
   
Dated:  April 9, 2018
 
 
10

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Jeff T. Swenson
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:
 
/s/ Jeff T. Swenson  
Jeff T. Swenson
 
   
Dated:  April 9, 2018
 
 
11

Exhibit 99.2

Joint Filer Information
 
Name of Joint Filer:
Todd M. Abbrecht
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Fogo de Chao, Inc. [FOGO]
   
Date of Earliest Transaction
 
Required to be Reported
 
(Month/Day/Year):
April 5, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

/s/ Todd M. Abbrecht  
Todd M. Abbrecht
 
   
Dated:  April 9, 2018
 
 
 
12