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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)
PICO Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
693366205
(CUSIP Number)
Thomas D. Mueller
Chief Operating Officer and Chief Compliance Officer
462 South Fourth Street, Suite 1600
Louisville, KY 40202
(502) 371-4100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 23, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X]
(Continued on following pages)
(Page 1 of 10 Pages)
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1 NAMES OF REPORTING PERSONS
RIVER ROAD ASSET MANAGEMENT, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
----------------------- ------ -------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,380,027
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,715,674
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10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,715,674
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
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14 TYPE OF REPORTING PERSON
IA
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(Page 2 of 10 Pages)
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock, par value $0.001 per share
(the "Stock"), of PICO Holdings, Inc. (the "Issuer"). The principle executive
office of the Issuer is located at the following address:
PICO HOLDINGS, INC.
7979 IVANHOE AVENUE, SUITE 300
LA JOLLA, CALIFORNIA 92037
ITEM 2. IDENTITY AND BACKGROUND
The information regarding the persons filing this statement is as follows:
(a) The name of the persons filing are:
RIVER ROAD ASSET MANAGEMENT, LLC ("RRAM") (THE "FILER").
(b) The business address of the Filer is as follows:
462 SOUTH FOURTH STREET, SUITE 1600, LOUISVILLE, KY 40202
(c) Present principal occupation or employment of the Filer and the name,
principal business and address of any corporation or other in which
such employment is conducted: RRAM IS A SECURITIES AND EXCHANGE
COMMISSION REGISTERED INVESTMENT ADVISOR.
THE NAME, BUSINESS ADDRESS, BUSINESS ACTIVITY AND PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE
FILER ARE SET FORTH IN ANNEX A, WHICH IS INCORPORATED HEREIN BY
REFERENCE.
(d) During the last five years, none of the Filer, or the persons listed
in Annex A, have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the Filer, or the persons listed
in Annex A, were a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Citizenship:
RRAM IS ORGANIZED UNDER THE LAWS OF DELAWARE.
THE CITIZENSHIP OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE FILER
WHO IS A NATURAL PERSON IS SET FORTH IN ANNEX A HERETO, WHICH IS
INCORPORATED HEREIN BY REFERENCE.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds used in purchasing the Stock of the Issuer is RRAM client
funds for which RRAM acts as investment advisor pursuant to an investment
advisory agreement between each RRAM client and RRAM. The amount of funds used
in purchasing the Stock of the Issuer is $33,860,035.19.
(Page 3 of 10 Pages)
ITEM 4. PURPOSE OF TRANSACTION
The Stock was acquired for investment purposes in the ordinary course of
business. As such, the Filer may purchase, hold, vote, trade, dispose, sell or
otherwise deal the Stock for the benefit of their clients depending on changes
in the per share price of the Stock, or related to changes in the Issuer's
operations, management structure, business strategy, future acquisitions, growth
prospects, liquidity, capital allocation, including use of leverage, or from the
sale or merger of the Issuer. The Filer may discuss such matters, and
specifically may discuss board of director nominees and may suggest potential
board of director nominees, with the Issuer's management or directors, other
shareholders, existing or potential strategic partners or competitors,
investment and finance professionals, and other investors. Such analysis and
discussions may result in the Filer materially modifying their ownership of the
Stock. The Filer may also exchange information with the Issuer pursuant to
confidentiality or similar agreements, propose changes in its operations,
governance, capitalization, or propose one or more of the actions described in
sections (a) through (j) of Item 4 of Schedule 13D, all in order to enhance
shareholder value. The Filer does not intend to seek control of the Issuer or
participate in the day-to-day management of the Issuer. Certain officers of RRAM
sent a letter on February 23, 2015 to Issuer's Board of Directors suggesting
that management explore the sale of non-core assets and conduct a strategic
review of its core business.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Based on 23,004,618 shares of Common Stock of the Issuer outstanding as of
December 22, 2014, the Filer, or the persons listed in Annex A, may be
deemed to beneficially own 1,715,674, or 7.5%, of the Issuer's outstanding
shares of Common Stock.
(b) The Filer, or the persons listed in Annex A, have the sole power to vote or
direct the vote of 1,380,027 shares of the Stock and to dispose or direct
the disposition of 1,715,674 shares of the Stock that the Filers may be
deemed to beneficially own.
(c) The Filer effected the following transactions in the Stock in open market
transactions on the dates indicated, and such transactions are the only
transactions in the Stock by the Filer during the sixty days prior to and
including February 23, 2015 (date range: December 26, 2014 through February
23, 2015):
(1) NAME (2) DATE (3) NUMBER (4) PRICE (5) HOW WHERE TRANSACTED
OF SHARES PER SHARE TRANSACTED -
OF COMMON OF COMMON SELL OR BUY
STOCK STOCK
RRAM 12/26/2014 10,236 18.94 Buy RRAM Principal Place of Business
RRAM 12/29/2014 3,000 19.06 Buy RRAM Principal Place of Business
RRAM 12/29/2014 3,000 19.06 Buy RRAM Principal Place of Business
RRAM 12/29/2014 200 18.98 Buy RRAM Principal Place of Business
RRAM 12/29/2014 500 19.06 Buy RRAM Principal Place of Business
RRAM 1/5/2015 130 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 120 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 120 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 80 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 230 18.32 Sell RRAM Principal Place of Business
(Page 4 of 10 Pages)
RRAM 1/5/2015 210 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 150 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 90 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 100 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 90 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 30 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 180 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 80 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 180 18.32 Sell RRAM Principal Place of Business
RRAM 1/5/2015 120 18.32 Sell RRAM Principal Place of Business
RRAM 1/7/2015 350 17.64 Sell RRAM Principal Place of Business
RRAM 1/7/2015 160 17.64 Sell RRAM Principal Place of Business
RRAM 1/7/2015 10 17.64 Sell RRAM Principal Place of Business
RRAM 1/7/2015 50 17.64 Sell RRAM Principal Place of Business
RRAM 1/7/2015 40 17.64 Sell RRAM Principal Place of Business
RRAM 1/7/2015 20 17.64 Sell RRAM Principal Place of Business
RRAM 1/7/2015 10 17.64 Sell RRAM Principal Place of Business
RRAM 1/22/2015 420 16.18 Sell RRAM Principal Place of Business
RRAM 1/22/2015 680 16.18 Sell RRAM Principal Place of Business
RRAM 1/22/2015 900 16.18 Sell RRAM Principal Place of Business
RRAM 1/26/2015 1,190 16.15 Sell RRAM Principal Place of Business
RRAM 1/26/2015 300 16.15 Sell RRAM Principal Place of Business
RRAM 1/26/2015 510 16.15 Sell RRAM Principal Place of Business
RRAM 1/29/2015 1,240 15.98 Sell RRAM Principal Place of Business
RRAM 1/29/2015 760 15.98 Sell RRAM Principal Place of Business
RRAM 2/6/2015 240 16.24 Sell RRAM Principal Place of Business
RRAM 2/6/2015 800 16.24 Sell RRAM Principal Place of Business
RRAM 2/6/2015 790 16.24 Sell RRAM Principal Place of Business
RRAM 2/6/2015 1,110 16.24 Sell RRAM Principal Place of Business
RRAM 2/6/2015 2,060 16.24 Sell RRAM Principal Place of Business
RRAM 2/11/2015 3,000 15.91 Buy RRAM Principal Place of Business
RRAM 2/11/2015 4,000 15.91 Buy RRAM Principal Place of Business
RRAM 2/11/2015 400 15.91 Buy RRAM Principal Place of Business
RRAM 2/12/2015 10,528 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 4,826 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 3,389 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 668 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 252 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 319 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 1,345 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 196 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 3,235 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 753 16.18 Buy RRAM Principal Place of Business
(Page 5 of 10 Pages)
RRAM 2/12/2015 308 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 692 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 401 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 444 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 8,563 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 66 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 7,302 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 308 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 3,120 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 10,065 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 1,374 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 162 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 1,214 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 1,164 16.18 Buy RRAM Principal Place of Business
RRAM 2/12/2015 244 16.18 Buy RRAM Principal Place of Business
RRAM 2/13/2015 2,251 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 1,032 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 725 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 142 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 54 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 68 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 287 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 42 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 692 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 161 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 66 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 147 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 85 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 95 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 1,831 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 14 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 1,561 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 66 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 667 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 2,152 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 294 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 34 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 259 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 248 16.39 Buy RRAM Principal Place of Business
RRAM 2/13/2015 52 16.39 Buy RRAM Principal Place of Business
RRAM 2/17/2015 2,291 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 1,051 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 738 16.56 Buy RRAM Principal Place of Business
(Page 6 of 10 Pages)
RRAM 2/17/2015 145 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 55 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 69 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 293 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 42 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 704 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 164 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 67 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 150 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 87 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 96 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 1,864 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 14 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 1,589 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 67 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 679 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 2,190 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 299 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 35 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 265 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 254 16.56 Buy RRAM Principal Place of Business
RRAM 2/17/2015 53 16.56 Buy RRAM Principal Place of Business
RRAM 2/18/2015 1,903 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 873 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 613 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 120 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 45 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 57 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 243 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 35 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 585 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 137 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 55 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 126 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 72 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 80 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 1,548 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 12 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 1,320 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 55 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 564 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 1,820 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 249 16.68 Buy RRAM Principal Place of Business
(Page 7 of 10 Pages)
RRAM 2/18/2015 29 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 220 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 211 16.68 Buy RRAM Principal Place of Business
RRAM 2/18/2015 44 16.68 Buy RRAM Principal Place of Business
RRAM 2/19/2015 2,446 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 1,121 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 787 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 156 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 58 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 74 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 313 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 46 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 752 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 175 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 71 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 161 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 93 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 103 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 1,989 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 15 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 1,696 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 71 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 725 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 2,338 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 319 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 37 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 282 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 271 16.67 Buy RRAM Principal Place of Business
RRAM 2/19/2015 57 16.67 Buy RRAM Principal Place of Business
The transactions noted above were purchases or sales of shares effected in the
open market and the table includes commissions paid in per share prices.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
RRAM is the investment adviser to accounts of RRAM clients pursuant to
investment advisory agreements between RRAM clients and RRAM. Each investment
advisory agreement provides RRAM with the authority, among other things, to
invest account funds in the Stock, to dispose of the Stock, and to file this
statement on behalf of the account. Some, but not all, investment advisory
agreements provide RRAM with the authority to vote for the Stock. The number of
shares of Stock for which RRAM has sole voting power is reflected on RRAM's
cover page.
(Page 8 of 10 Pages)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
ANNEX A - The name, business address, business activity, present principal
occupation or employment and, if natural person, citizenship of each executive
officer and director of the Filers.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 23, 2015 RIVER ROAD ASSET MANAGEMENT, LLC,
a Delaware limited liability company
/s/ Thomas D. Mueller
------------------------
By: Thomas D. Mueller
Chief Operating Officer and
Chief Compliance Officer
(Page 9 of 10 Pages)
Annex A
The name, business address, business activity, present principal occupation or
employment and, if natural person, citizenship of each executive officer and
director of the Filer are set forth in Exhibit A hereto, which is incorporated
herein by reference.
RIVER ROAD ASSET MANAGEMENT, LLC
NAME BUSINESS ADDRESS BUSINESS ACTIVITY PRESENT PRINCIPAL CITIZENSHIP
OCCUPATION OR EMPLOYMENT
Shircliff, James C. 462 S. 4th Street Chief Investment Chief Investment Officer United States
Officer
Suite 1600
Louisville, KY 40202
Beck, R. Andrew 462 S. 4th Street President & CEO President & CEO United States
Suite 1600
Louisville, KY 40202
Sanders III, Henry 462 S. 4th Street Executive Vice Executive Vice President United States
W. President
Suite 1600
Louisville, KY 40202
Forsha, Thomas S. 462 S. 4th Street Co-Chief Investment Co-Chief Investment United States
Officer Officer
Suite 1600
Louisville, KY 40202
Deuser, Greg E. 462 S. 4th Street Chief Risk Officer Chief Risk Officer United States
Suite 1600
Louisville, KY 40202
Mueller, Thomas D. 462 S. 4th Street Chief Operating Chief Operating Officer United States
Officer and Chief and Chief Compliance
Compliance Officer Officer
Suite 1600
Louisville, KY 40202
(Page 10 of 10 Pages)