(4)
Includes 90,000 shares of restricted stock that vested or will vest in equal installments on each of May 26, 2017, 2018, 2019 and 2020, net of taxes withheld to cover any tax obligations.
(5)
Represents shares held by Capitol Acquisition Management 2 LLC, of which Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member. As a result, Mr. Ein has voting and dispositive control over such shares. Includes 4,004,675 warrants as well as 93,417 shares of incentive common stock subject to forfeiture if our common stock does not trade above $13.00 per share for any 20 trading days during any 30-day period until July 8, 2019, which will be contributed to National Geographic for the purpose of the Lindblad Expeditions — National Geographic Joint Fund for Exploration and Conservation (“LEX-NG Fund”), for no additional consideration, within three business days after their release from escrow in connection with the lapse of such forfeiture conditions.
(6)
Includes 1,334,891 warrants as well as 28,250 shares of incentive common stock, subject to forfeiture if our common stock does not trade above $13.00 per share for any 20 trading days during any 30-day period until July 8, 2019, which will be contributed to National Geographic for the purpose of the LEX-NG Fund, for no additional consideration, within three business days after their release from escrow in connection with the lapse of such forfeiture conditions.
(7)
Amount does not include 14,815 unvested RSUs, which the director elected to receive in lieu of restricted stock as part of the deferred compensation program.
(8)
Information from Schedule 13G/A filed on February 8, 2018 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP (“WMC”). Each of the entities reported shared voting power over 4,016,967 shares and shared dispositive power over 4,867,561 shares other than WMC who reported shared voting power over 3,998,748 shares and shared dispositive power over 4,470,708 shares. The address of the reporting entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
(9)
Information from Schedule 13G/A filed on February 14, 2018 by T. Rowe Price Associates, Inc. and T. Rowe Price New Horizons Funds, Inc. T. Rowe Price Associates, Inc. reported sole voting power over 740,380 shares and sole dispositive power over 4,705,881 shares. T. Rowe Price New Horizons Funds, Inc. reported sole voting power over 3,965,501 shares. The address of the reporting entities is 100 E. Pratt Street, Baltimore, MD 21202.
(10)
The extension of our Alliance and License Agreement and Tour Operator Agreement between us and National Geographic was contingent on the execution by Mr. Lindblad of a call option agreement granting National Geographic the right to purchase 2,387,499 of Mr. Lindblad’s shares in the Company for a per share price of $10.00 per share. The amount of common stock expected to be beneficially owned by National Geographic assumes the exercise of this call option by National Geographic. The amount beneficially owned also includes 375,000 shares contributed to National Geographic, for no additional consideration, for the purpose of the LEX-NG Fund and excludes 125,000 shares that will be contributed to National Geographic, for no additional consideration, by Mr. Ein, Mr. Dryden and the other initial stockholders for the purpose of the LEX-NG Fund if the sales price of our common stock equals or exceeds $13.00 per share for any 20 trading days during any 30-day period until July 8, 2019. The business address of National Geographic is 1145 17
th
Street NW, Washington, DC 20036. Assuming National Geographic exercises its option to acquire shares of our common stock, Michael Ulica will have dispositive and/or voting power with respect to such shares by reason of his status as interim President and Chief Executive Officer of National Geographic. Mr. Ulica disclaims beneficial ownership of any shares of our common stock owned or acquired by National Geographic.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers and stockholders holding more than 10% of our outstanding common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Section 16(a) filers are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on a review of the ownership reports filed with Securities and Exchange Commission during 2017, we believe that all Section 16(a) filing requirements were met on a timely basis other than a late Form 4 for Craig I. Felenstein representing the shares held to cover his tax obligations with respect to the vesting of a portion of his restricted stock award.