EFTA01366741.pdf

Amendment #4 Page 312 of 868 Tic 91. cgIttFilh may eclude making short sales of the Class A common stock which inrolves the sale by the underwriters of a greeter numter ot shares than they are required to purchase in this offering. and purchasing shares on the open market to cover pasnons created by short sales Short sales may oe 'covereCr shorts, wnich are short positions in an amount not greater than the underwriters' opton to pachase addtonal shares referred to above. or may be hakecf •tons which are short pastors in excess of that amount The underwriters nay close art ant covered short position either by exerceing their opton to purchase additional shares, in whole or in pert a by purchasing shares in the open market In erelong this determinaton. the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A naked short position is more akety to be created 0 the undervaners are concerned that there rrey be downward pressure on the price of the Class A common stock n the open owlet that could adversely affect 'masers who purchase in the offering To the extent that one inderwnters create a naked short posta i. they will probate shares in the open market to cover the position The underwriters have advised is tret, pain to Regulation M d the Securnes Act, they may also engage in other actmees that stabilize, maintain or otherwise affect the puce of the Class A common stock, including the urcceition of penalty bids This means that if the reptesertauves of the undenvrners purchase Class A common stock in the open menet in stabilierg trareaclons or to corer short sales, the represereatne can requre the underwnters that sold nose shares as part of this offering to repay the underwriting discount received by tern, These activates may have the effect of rasing a maintaning the mallet price of the Class A carman dock or preventing or retarding a decline in the market pace of the Class A common stock and, as a rests, the price of the Class A common stock may be huger than the ace that otherwise might exist in the open market If the underwriters commence these activities, they may discont nue them at any tare The undenwilers may carry out these transactons on the NASDAQ Global Select Market. in IhO over.tre-counter market or otherwise Prior to Ins offenng there has been no public market for our Class A canner, Sleek. The initial public offering price wane determined by negotiations between us and the regxeserterves oi the underwriters In determining the inlet pudic offering price, we and the representatives of the underwriters expect to consider a number d factors ricking. • the alternation set forth in the prospectus and otherwise available to the represertalweS. • our prospects and the hstay and prospectsfor the industry Ei which we comae& • an asscssmert of our management, • our prospects for Mite earnings, • the gavial condition of the seCintiet M0OCOM at the tine of en Werra • the recent market prices Of. and demand for. pttecry traded common stock of genera ay comparable companies. and • other factors deemed relevant by the underwriters aril us. Neither we nor the underwrners can assure investors that an active trading market will develop to our Shale% or that the shares will trade in the pudic market at or above the initial public offenng price The al:Jewelers and their respective affiliates are fUl service financial nstitutons engaged in venous activities, witch ney include sales and trading commercial and irwestment banking, advisory, investment 3O4 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058269 CONFIDENTIAL SDNY_GM_00204453 EFTA01366741