Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Holdings of Major Shareholders

The following table shows certain information regarding the persons we know to be the beneficial owners of more than five percent of our issued and outstanding common stock (as of the date of such shareholder’s Schedule 13D or Schedule 13G filings with the SEC).



	Common Stock
Beneficial Owner	Number of Shares(a)	Percent of Class
The Carlyle Group L.P. 1001 Pennsylvania Avenue NW, Suite 220 South Washington, DC 20004-2505	864,486(b)	8.8%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	816,504(c)	8.4%
Franklin Resources, Inc. One Franklin Parkway San Mateo, CA 94403-1906	772,436(d)	7.9%
State Street Corporation One Lincoln Street Boston, MA 02111	523,757(e)	5.4%

(a) To reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020, the number of shares disclosed on the applicable Schedule 13G filing has here been divided by 200. (b) This information is as of December 31, 2019, as reported in a Schedule 13G/A filed on February 13, 2020 by The Carlyle Group, L.P. and the following members of its affiliated group: Carlyle Group Management L.L.C., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group, L.L.C., TC Group Sub L.P., TC Group VI S1, L.L.C., TC Group VI S1, L.P. and CP VI Eagle holdings, L.P. The Schedule 13G reports shared power to vote or direct the vote of 172,897,387 shares and shared power to dispose or to direct the disposition of 172,897,387 shares. Shares reported in the Schedule 13G filing do not reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020. (c) This information is as of December 31, 2019, as reported in a Schedule 13G/A filed on February 12, 2020 by The Vanguard Group. The Schedule 13G/A reports aggregate beneficial ownership of 163,300,973 shares, including: (i) sole power to vote or to direct the vote of 628,002 shares; (ii) shared power to vote or direct the vote of 291,102 shares; (iii) sole power to dispose or direct the disposition of 162,521,871 shares; and (iv) shared power to dispose or direct the disposition of 779,102 shares. Shares reported in the Schedule 13G filing do not reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020. (d) This information is as December 31, 2019, as reported in a Schedule 13G/A filed on March 20, 2020 by Franklin Resources, Inc. and the following members of its affiliated group: Charles B. Johnson, Rupert H. Johnson, Jr., Franklin Advisors, Inc. The Schedule 13G/A reports sole power to vote or direct the vote of 154,487,215 shares and sole power to dispose or to direct the disposition of 154,487,215 shares, including 4,483,702 shares of common stock issuable on the conversion of debt securities (as computed under Rule 13d-3(d)(1)(i). Shares reported in the Schedule 13G filing do not reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020. (e) This information is as of December 31, 2019, as reported in a Schedule 13G filed by State Street Corporation on February 14, 2019. The Schedule 13G reports shared power to vote or to direct the vote of 46,665,936 shares and shared power to dispose or to direct the disposition of 104,751,590 shares. Shares reported in the Schedule 13G filing do not reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020.

Securities Ownership of Officers and Directors**(a)**

The table below sets forth the beneficial ownership of our directors, executive officers, and all of our directors and executive officers as a group. Unless otherwise indicated, the information is given as of March 16, 2020, and the persons named below have sole voting and/or investment power with respect to such shares.



	Beneficial Owner	Number of Shares	Share Equivalents	Total Ownership	Percent of Class
OFFICERS	Robert D. (“Doug”) Lawler	19,791(b)	23,701(c)(d)	43,492	*
Domenic J. (“Nick”) Dell’Osso	7,268	12,464(c)(d)	19,732	*
James R. Webb	4,726	8,656(c)(d)	13,382	*
Frank J. Patterson	3,010	7,208(c)(d)	10,218	*
William M. Buergler	1,738(e)	719(c)(d)	2,457	*
DIRECTORS	R. Brad Martin	5,639(f)	1,099(d)	6,738	*
Thomas L. Ryan	4,972(g)	570(d)	5,542	*
Merrill A. (“Pete”) Miller, Jr.	1,895	549(d)	2,444	*
Leslie Starr Keating	820	518(d)	1,338	*
Gloria R. Boyland	666	518(d)	1,184	*
Luke R. Corbett	534(h)	518(d)	1,052	*
Mark A. Edmunds	108	518	626	*
All current directors and executive officers as a group (12 persons)			57,038		1.1	%

(a) To reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020, the number of shares and share equivalents have here been divided by 200. (b) Includes unvested shares of restricted stock granted pursuant to Mr. Lawler’s original employment agreement, effective as of June 17, 2013, as Pension Makeup Restricted Stock and as an inducement to employment, with respect to which Mr. Lawler has voting power. (c) Includes shares of common stock that can be acquired through the exercise of stock options on March 16, 2020, or within 60 days thereafter. (d) Includes RSUs that are scheduled to vest within 60 days of March 16, 2020. (e) Includes 353 shares held in a family trust. (f) Includes 250 shares held by the R. Brad Martin Family Foundation, over which Mr. Martin has voting control, and 15,000 shares held in a family trust for the benefit of Mr. Martin’s children. (g) Includes 900 shares held by a family trust for the benefit of Mr. Ryan’s children. (h) Includes 1 shares held by a trust for the benefit of Mr. Corbett’s family. ** Less than 1%*

Equity Compensation Plan Information

The following table sets forth information about the Company’s common stock as of December 31, 2019, that may be issued under equity compensation plans. Amounts reflected in the table below do not reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020:



Plan Category	Number of Securities To be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a))(1) (c)
Equity compensation plans approved by security holders	15,529,854	(1)	$5.097	(1)		29,865,514	(2)
Equity compensation plans not approved by security holders	0		0			0
Total	15,529,854	(1)	$5.097	(1)		29,865,514	(2)

(1) Consists of: (i) options to purchase 15,529,514 shares of common stock with a weighted-average exercise price of $5.097 per share; (ii) 8,570,309 shares of restricted stock units; and 794,494 shares of stock-settled performance share units. (2) Consists of 29,865,514 shares that remained available for issuance under the Company’s 2014 Long Term Incentive Plan (“2014 LTIP”) as of December 31, 2019. The 2014 LTIP uses a fungible share pool under which (i) each share issued pursuant to a stock option reduces the number of shares available under the 2014 LTIP by 1.0 share; and (ii) each share issued pursuant to awards other than options reduces the number of shares available by 2.12 shares. In addition, the 2014 LTIP prohibits the reuse of shares withheld or delivered to satisfy the exercise price of, or to satisfy tax withholding requirements for, an option. The 2014 LTIP also prohibits “net share counting” upon the exercise of options.

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