0001104659-23-021989.txt : 20230214 0001104659-23-021989.hdr.sgml : 20230214 20230214172341 ACCESSION NUMBER: 0001104659-23-021989 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 GROUP MEMBERS: DENNIS B. PHELPS GROUP MEMBERS: INSTITUTIONAL VENTURE MANAGEMENT XIII, LLC GROUP MEMBERS: J. SANFORD MILLER GROUP MEMBERS: NORMAN A. FOGELSONG GROUP MEMBERS: STEPHEN J. HARRICK GROUP MEMBERS: TODD C. CHAFFEE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEGALZOOM.COM, INC. CENTRAL INDEX KEY: 0001286139 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 954752856 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93470 FILM NUMBER: 23631837 BUSINESS ADDRESS: STREET 1: 101 N. BRAND BLVD., SUITE 1100 CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 323-962-8600 MAIL ADDRESS: STREET 1: 101 N. BRAND BLVD., SUITE 1100 CITY: GLENDALE STATE: CA ZIP: 91203 FORMER COMPANY: FORMER CONFORMED NAME: LEGALZOOM COM INC DATE OF NAME CHANGE: 20040405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Institutional Venture Partners XIII, L.P. CENTRAL INDEX KEY: 0001493922 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 2, SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-0132 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 2, SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 tm236770d1_sc13ga.htm SC 13G/A

  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

 

(Amendment No. 1)

 

LegalZoom.com, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

52466B 10 3

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨      Rule 13d-1(b)

 

¨      Rule 13d-1(c)

 

x      Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

  

CUSIP NO. 52466B 10 3 13 G

 

1

NAMES OF REPORTING PERSONS.

 

Institutional Venture Partners XIII, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH		 5 SOLE VOTING POWER
0 shares
  6 SHARED VOTING POWER
8,627,024 shares (2)
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
8,627,024 shares (2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,627,024 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.5% (3)

12

TYPE OF REPORTING PERSON*

PN

 

(1)This Schedule 13G is filed by Institutional Venture Partners XIII, L.P. (“IVP XIII”), Institutional Venture Management XIII, LLC (“IVM XIII”), Todd C. Chaffee (“Chaffee”), Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”), and Dennis B. Phelps (“Phelps” and, collectively, with IVP XIII, IVM XIII, Chaffee, Fogelsong, Harrick and Miller, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII.
(3)The percentage is based on 192,649,274 shares of Common Stock reported to be outstanding as of November 4, 2022 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 10, 2022.

 

2.

 

 

CUSIP NO. 52466B 10 3 13 G

 

1

NAMES OF REPORTING PERSONS

 

Institutional Venture Management XIII, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH		 5 SOLE VOTING POWER
0 shares
  6 SHARED VOTING POWER
8,627,024 shares (2)
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
8,627,024 shares (2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,627,024 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.5% (3)

12

TYPE OF REPORTING PERSON*

OO

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII.
(3)The percentage is based on 192,649,274 shares of Common Stock reported to be outstanding as of November 4, 2022 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 10, 2022.

 

3.

 

 

CUSIP NO. 52466B 10 3 13 G

 

1

NAMES OF REPORTING PERSONS

 

Todd C. Chaffee

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America

NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH		 5 SOLE VOTING POWER
0 shares
  6 SHARED VOTING POWER
8,627,024 shares (2)
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
8,627,024 shares (2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,627,024 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.5% (3)

12

TYPE OF REPORTING PERSON*

IN

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII.
(3)The percentage is based on 192,649,274 shares of Common Stock reported to be outstanding as of November 4, 2022 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 10, 2022.

 

4.

 

 

CUSIP NO. 52466B 10 3 13 G

 

1

NAMES OF REPORTING PERSONS

 

Norman A. Fogelsong

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America

NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH		 5 SOLE VOTING POWER
0 shares
  6 SHARED VOTING POWER
8,627,024 shares (2)
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
8,627,024 shares (2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,627,024 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.5% (3)

12

TYPE OF REPORTING PERSON*

IN

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII.
(3)The percentage is based on 192,649,274 shares of Common Stock reported to be outstanding as of November 4, 2022 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 10, 2022.

 

5.

 

 

CUSIP NO. 52466B 10 3 13 G

 

1

NAMES OF REPORTING PERSONS

 

Stephen J. Harrick

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America

NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH		 5 SOLE VOTING POWER
172,472 shares
  6 SHARED VOTING POWER
8,627,024 shares (2)
  7 SOLE DISPOSITIVE POWER
172,472 shares
  8 SHARED DISPOSITIVE POWER
8,627,024 shares (2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,799,496 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.6% (3)

12

TYPE OF REPORTING PERSON*

IN

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII.
(3)The percentage is based on 192,649,274 shares of Common Stock reported to be outstanding as of November 4, 2022 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 10, 2022.

 

6.

 

 

CUSIP NO. 52466B 10 3 13 G

 

1

NAMES OF REPORTING PERSONS

 

J. Sanford Miller

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America

NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH		 5 SOLE VOTING POWER
0 shares
  6 SHARED VOTING POWER
8,627,024 shares (2)
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
8,627,024 shares (2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,627,024 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.5% (3)

12

TYPE OF REPORTING PERSON*

IN

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII.
(3)The percentage is based on 192,649,274 shares of Common Stock reported to be outstanding as of November 4, 2022 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 10, 2022.

 

7.

 

 

CUSIP NO. 52466B 10 3 13 G

 

1

NAMES OF REPORTING PERSONS

 

Dennis B. Phelps

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨   (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America

NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH		 5 SOLE VOTING POWER
0 shares
  6 SHARED VOTING POWER
8,627,024 shares (2)
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
8,627,024 shares (2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,627,024 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.5% (3)

12

TYPE OF REPORTING PERSON*

IN

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The shares are held by IVP XIII. IVM XIII serves as the sole general partner of IVP XIII and has shared voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII.
(3)The percentage is based on 192,649,274 shares of Common Stock reported to be outstanding as of November 4, 2022 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 10, 2022.

 

8.

 

 

Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons with the Commission in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of LegalZoom.com, Inc., a Delaware corporation (the “Issuer”).

 

Item 1

 

(a) Name of Issuer: LegalZoom.com, Inc.

 

(b)Address of Issuer’s Principal Executive Offices:

 

101 North Brand Boulevard
11th Floor Glendale, California 91203

 

Item 2

 

(a)Name of Reporting Persons Filing:

 

1.Institutional Venture Partners XIII, L.P. (“IVP XIII”)

2.Institutional Venture Management XIII, LLC (“IVM XIII”)

3.Todd C. Chaffee (“Chaffee”)

4.Norman A. Fogelsong (“Fogelsong”)

5.Stephen J. Harrick (“Harrick”)

6.J. Sanford Miller (“Miller”)

7.Dennis B. Phelps (“Phelps”)

 

(b)Address of Principal Business Office: c/o Institutional Venture Partners
3000 Sand Hill Road, Building 2, Suite 250
Menlo Park, California 94025

 

(c)Citizenship:

 

  IVP XIII Delaware
  IVM XIII Delaware
  Chaffee United States of America
  Fogelsong United States of America
  Harrick United States of America
  Miller United States of America
  Phelps United States of America

 

(d)Title of Class of Securities: Common Stock

 

(e)CUSIP Number: 52466B 10 3

 

Item 3Not applicable.

 

9.

 

 

Item 4Ownership.

 

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022:

 

Reporting Persons  Shares Held
Directly 		   Sole Voting
Power 		   Sole
Dispositive
Power 		   Shared Voting
Power (1)		   Shared
Dispositive
Power (1)		   Beneficial
Ownership (2)		   Percentage of
Class (3)		 
IVP XIII   8,627,024    0    0    8,627,024    8,627,024    8,627,024    4.5%
IVM XIII (2)   0    0    0    8,627,024    8,627,024    8,627,024    4.5%
Chaffee (2)   0    0    0    8,627,024    8,627,024    8,627,024    4.5%
Fogelsong (2)   0    0    0    8,627,024    8,627,024    8,627,024    4.5%
Harrick (2)   172,472    172,472    172,472    8,627,024    8,627,024    8,799,496    4.6%
Miller (2)   0    0    0    8,627,024    8,627,024    8,627,024    4.5%
Phelps (2)   0    0    0    8,627,024    8,627,024    8,627,024    4.5%

 

(1)Represents shares of Common Stock held directly by IVP XIII.
(2)IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.
(3)The percentage is based on 192,649,274 shares of Common Stock reported to be outstanding as of November 4, 2022 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 10, 2022.

 

Item 5Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

 

Item 6Ownership of More Than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

Item 8Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9Notice of Dissolution of Group.

 

Not applicable.

 

Item 10Certification.

 

Not applicable.

 

10.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.

 

Dated: February 14, 2023

 

INSTITUTIONAL VENTURE PARTNERS XIII, L.P.  
   
By: Institutional Venture Management XIII, LLC  
Its: General Partner  
   
By: /s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact  
   
INSTITUTIONAL VENTURE MANAGEMENT XIII, LLC  
   
By: /s/ Tracy Hogan       
Tracy Hogan, Attorney-in-Fact  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Todd C. Chaffee  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Norman A. Fogelsong  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Stephen J. Harrick  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for J. Sanford Miller  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Dennis B. Phelps  

 

Exhibit(s):

 

A:        Joint Filing Statement

 

11.

 

 

CUSIP NO. 52466B 10 3 13 G Exhibit 99.1

 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached statement on Schedule 13G relating to the Common Stock of LegalZoom.com, Inc. is filed on behalf of each of us.

 

Dated: February 14, 2023

 

INSTITUTIONAL VENTURE PARTNERS XIII, L.P.  
   
By: Institutional Venture Management XIII, LLC  
Its: General Partner  
   
By: /s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact  
   
INSTITUTIONAL VENTURE MANAGEMENT XIII, LLC  
   
By: /s/ Tracy Hogan       
Tracy Hogan, Attorney-in-Fact  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Todd C. Chaffee  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Norman A. Fogelsong  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Stephen J. Harrick  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for J. Sanford Miller  
   
/s/ Tracy Hogan  
Tracy Hogan, Attorney-in-Fact for Dennis B. Phelps  

 

1.