UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

Dorman Products, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

258278100

(CUSIP Number)

Steven L. Berman

c/o Dorman Products, Inc.

3400 East Walnut Street

Colmar, PA 18915

(215) 997-1800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 8, 2013

(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ¨

 

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*	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).

 

 

 

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SCHEDULE 13D/A

 

CUSIP No. 258278100		Page 1 of 9

 

1		Names of reporting persons:   Steven L. Berman Exhibit 1 hereto consists of an agreement between the Reporting Persons and this statement is being filed on behalf of each such Reporting Person.
2		Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3		SEC use only
4		Source of funds (see instructions)       PF;OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       United States of America
Number of shares beneficially owned by each reporting person with:				7		Sole voting power       4,873,229
				8		Shared voting power       752,179
				9		Sole dispositive power       4,873,229
				10		Shared dispositive power       752,179
11		Aggregate amount beneficially owned by each reporting person:       5,625,408
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    x
13		Percent of class represented by amount in Row (11)       15.4%
14		Type of reporting person (see instructions):       IN

 

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SCHEDULE 13D/A

 

CUSIP No. 258278100		Page 2 of 9

 

1		Names of reporting persons:   Sharyn Berman Exhibit 1 hereto consists of an agreement between the Reporting Persons and this statement is being filed on behalf of each such Reporting Person.
2		Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3		SEC use only
4		Source of funds (see instructions)       PF;OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or place of organization       United States of America
Number of shares beneficially owned by each reporting person with:				7		Sole voting power       793,927
				8		Shared voting power       731,961
				9		Sole dispositive power       793,927
				10		Shared dispositive power       731,961
11		Aggregate amount beneficially owned by each reporting person:       1,525,888
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    x
13		Percent of class represented by amount in Row (11)       4.2%
14		Type of reporting person (see instructions):       IN

 

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SCHEDULE 13D/A

 

CUSIP No. 258278100		Page 3 of 9

 

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Dorman Products, Inc., a Pennsylvania corporation (the “Issuer”). This Amendment No. 5 amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by Steven L. Berman and Sharyn Berman (collectively the “Reporting Persons”), by furnishing the information set forth below. The Reporting Persons are filing this Amendment No. 5 to: (i) report recent transactions in the Common Stock that have decreased the amount of shares of Common Stock that each of Steven L. Berman and Sharyn Berman may be deemed to beneficially own; and (ii) reflect that Sharyn Berman is no longer a beneficial owner of more than five percent (5.0%) of the Common Stock of the Issuer. Further, this Amendment No. 5 terminates the filing obligation of Sharyn Berman under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because such Reporting Person is no longer a beneficial owner of more than five percent (5.0%) of the Common Stock of the Issuer.

 

Item 1.

Security and Issuer:

This statement relates to the Common Stock of the Issuer. The address of the Issuer’s principal executive offices is 3400 East Walnut Street, Colmar, Pennsylvania 18915.

 

Item 2.

Identity and Background:

(a) This statement is being filed by the Reporting Persons, Steven L. Berman and Sharyn Berman. The filing of this statement shall not be construed as an admission for purposes of Section 13(d) or 13(g) of the Exchange Act that the Reporting Persons are the beneficial owners of any securities covered by this statement, or that this schedule is required to be filed by such person or that such persons constitute a group within the meaning of Section 13(d)(3) of the Exchange Act.

(b) The business address for the Reporting Persons is c/o Dorman Products, Inc., 3400 East Walnut Street, Colmar, Pennsylvania 18915.

(c) The Reporting Persons are: (i) Steven L. Berman, Chairman of the Board of Directors, Chief Executive Officer and Secretary-Treasurer of the Issuer; and (ii) Sharyn Berman, the sister-in-law of Steven L. Berman and widow of the late Richard N. Berman, the Issuer’s former Chairman of the Board of Directors and Chief Executive Officer.

(d) During the last five years, the Reporting Persons have not been convicted in a criminal proceeding, excluding traffic violations and similar misdemeanors.

(e) During the last five years, neither Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in the Reporting Person being 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) The Reporting Persons are residents of the Commonwealth of Pennsylvania and citizens of the United States of America.

 

Item 3.

Source and Amounts of Funds and other Consideration:

The Reporting Persons have used personal funds to purchase the Common Stock or acquired the Common Stock through gifts, estate planning or inheritance.

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SCHEDULE 13D/A

 

CUSIP No. 258278100		Page 4 of 9

 

Item 4.

Purpose of Transaction.

The Reporting Persons have acquired the shares of Common Stock for investment purposes.

As Chairman of the Board of Directors, Chief Executive Officer and Secretary-Treasurer of the Issuer, Steven L. Berman will regularly explore potential actions and transactions that may be advantageous to the Issuer, including possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, securities or regulatory or reporting obligations of the Issuer.

In addition, on March 15, 2013, Steven L. Berman, as trustee, entered into Rule 10b5-1 trading plans on behalf of six (6) trusts for the benefit of the late Richard N. Berman’s children (the “10b5-1 Trading Plans”) with a broker to manage the sale of up to 213,828 shares of the Issuer’s Common Stock. Through April 22, 2013 (the “Statement Date”), the trusts had sold 188,028 shares under the 10b5-1 Trading Plans.

Except as discussed above in Steven L. Berman’s capacity as Chairman of the Board of Directors, Chief Executive Officer and Secretary-Treasurer of the Issuer and pursuant to the 10b5-1 Trading Plans, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the following:

 

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the directors or to fill any existing vacancies of the board;

 

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

 

(f)

Any other material change in the Issuer’s business or corporate structure;

 

(g)

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

 

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

 

(j)

Any action similar to any of those enumerated above.

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SCHEDULE 13D/A

 

CUSIP No. 258278100		Page 5 of 9

 

Item 5.

Interest in Securities of the Issuer:

As of the close of business on the Statement Date, the Reporting Persons may be deemed to beneficially own the following:

 

(a)

(i) Steven L. Berman may be deemed to be the beneficial owner of 5,625,408 shares of Common Stock, which represents 15.4% of the Issuer’s Common Stock based upon 36,479,128 shares of Common Stock outstanding as of the close of business on March 22, 2013 as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2013. The above amount excludes 4,866,678 shares of Common Stock that may be deemed beneficially owned by the Shareholders (as defined in Item 6 below), other than the shares held by Steven L. Berman and the other Shareholders for which their ownership in Common Stock of the Issuer is attributed to Steven L. Berman as indirect beneficial ownership, as to all of which shares Steven L. Berman disclaims beneficial ownership.

(ii) Sharyn Berman may be deemed be the beneficial owner of 1,525,888 shares of Common Stock, which represents 4.2% of the Issuer’s Common Stock based upon 36,479,128 shares of Common Stock outstanding as of the close of business on March 22, 2013 as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2013. The above amount excludes 8,966,198 shares of Common Stock that may be deemed beneficially owned by the Shareholders (as defined in Item 6 below), other than the shares held by Sharyn Berman and the other Shareholders for which their ownership in Common Stock of the Issuer is attributed to Sharyn Berman as indirect beneficial ownership, as to all of which shares Sharyn Berman disclaims beneficial ownership.

 

(b)

(i) Steven L. Berman has sole voting and dispositive power with respect to 4,873,229 shares of Common Stock beneficially owned by him, which amount includes: (i) 1,307,903 shares held directly; (ii) 1,884,964 shares held by the Steven L. Berman Grantor Retained Annuity Trusts (the “GRATS”); (iii) 99,857 shares held by the Steven L. Berman Charitable Remainder Trust (the “CRUT”); (iv) 314,430 shares held by nine different trusts for the benefit of the late Richard N. Berman’s children and grandchild (collectively the “Richard N. Berman Trusts with Steven L. Berman as Trustee”); (v) 1,240,566 shares held by the Richard N. Berman Grantor Retained Annuity Trusts (the “Richard N. Berman GRATS”); and (vi) 25,509 shares represented by units held in a unitized stock fund through the Issuer’s 401(k) Retirement Plan and Trust. Steven L. Berman is the trustee for each of the GRATS, the CRUT, the Richard N. Berman Trusts with Steven L. Berman as Trustee and the Richard N. Berman GRATS, in which capacity he has sole voting and dispositive power over the shares held by such trusts. The unitized stock fund of the Issuer’s 401(k) Retirement Plan and Trust consists of cash and Common Stock in amounts that vary from time to time. Steven L. Berman had 16,492 units in the Issuer’s 401(k) Retirement Plan and Trust, which units consisted of 25,509 shares of Common Stock, as of March 31, 2013.

Steven L. Berman shares voting and dispositive power with respect to 752,179 shares of Common Stock beneficially owned by him, which amount includes: (i) 150,212 shares held by seven different trusts for the benefit of the late Richard N. Berman’s children and grandchild, of which he is the co-trustee with Sharyn

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SCHEDULE 13D/A

 

CUSIP No. 258278100		Page 6 of 9

 

Berman (collectively the “Richard N. Berman Trusts with Co-Trustees”); (ii) 54,754 shares held by a marital qualified terminable interest property trust for the benefit of Sharyn Berman, of which he is the co-trustee with Sharyn Berman (the “Sharyn Berman QTIP Trust”); (iii) 22,828 shares held by The Steven and Ilene Berman Family Foundation dated December 22, 2001, of which he is the co-trustee with his wife, Ilene Berman; and (iv) 524,385 shares held by the estate of Richard N. Berman, of which he is the co-executor with Sharyn Berman.

Steven L. Berman shares voting and dispositive power with respect to the shares held by The Steven and Ilene Berman Family Foundation dated December 22, 2001 with his wife, Ilene Berman. The business address for Ilene Berman is c/o Dorman Products, Inc., 3400 East Walnut Street, Colmar, Pennsylvania 18915. During the last five years, Ilene Berman has not been convicted in a criminal proceeding, excluding traffic violations and similar misdemeanors. During the last five years, Ilene Berman has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in her being 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. Ilene Berman is a resident of the Commonwealth of Pennsylvania and a citizen of the United States of America.

(ii) Sharyn Berman has sole voting and dispositive power with respect to 793,927 shares of Common Stock beneficially owned by her, which amount includes: (i) 44,044 shares held directly, (ii) 99,857 shares held by the Richard N. Berman Charitable Remainder Trust (the “Richard N. Berman CRUT”); and (iii) 650,026 shares held by the Sharyn Berman Grantor Retained Annuity Trust (the “Sharyn Berman GRAT”). Sharyn Berman is the trustee of each of the Sharyn Berman GRAT and the Richard N. Berman CRUT, in which capacity she has sole voting and dispositive power over the shares held by such trusts.

Sharyn Berman shares voting and dispositive power with respect to 731,961 shares of Common Stock beneficially owned by her, which amount includes: (i) 150,212 shares held by the Richard N. Berman Trusts with Co-Trustees, of which she is the co-trustee with Steven L. Berman; (ii) 54,754 shares held by the Sharyn Berman QTIP Trust, of which she is the co-trustee with Steven L. Berman; (iii) 2,610 shares held by The Richard N. Berman Foundation dated March 14, 2011, of which she is the co-trustee with her son, Matthew Berman; and (iv) 524,385 shares held by the estate of Richard N. Berman. Sharyn Berman is a co-executor with Steven L. Berman of the estate of Richard N. Berman.

Sharyn Berman shares voting and dispositive power with respect to the shares held by The Richard N. Berman Foundation dated March 14, 2011 with her son, Matthew Berman. Matthew Berman is the President of Cross Country, a supplier of automotive, janitorial and portable sanitation supplies. The business address for Matthew Berman is c/o Cross Country, 855 Hylton Road, Pennsauken, New Jersey 08110. During the last five years, Matthew Berman has not been convicted in a criminal proceeding, excluding traffic violations and similar misdemeanors. During the last five years, Matthew Berman has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him being 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. Matthew Berman is a resident of the Commonwealth of Pennsylvania and a citizen of the United States of America.

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SCHEDULE 13D/A

 

CUSIP No. 258278100		Page 7 of 9

 

(c)

Other than as set forth in Annex A hereto, during the sixty (60) days preceding the Statement Date, the Reporting Persons did not effect a transaction in the Common Stock of the Issuer.

 

(d)

Other than as discussed in Item 5(b), no other persons, other than the Reporting Persons, have the right to receive or have the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock that the Reporting Persons own beneficially.

 

(e)

Sharyn Berman ceased to be the beneficial owner of more than five percent (5.0%) of the Common Stock of the Issuer on March 8, 2013.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:

Pursuant to the Amended and Restated Shareholders’ Agreement, dated as of July 1, 2006 (the “Shareholders’ Agreement”), among Steven L. Berman, the late Richard N. Berman, Jordan S. Berman, Marc H. Berman, Fred B. Berman, Deanna Berman and the additional shareholders named therein (each, a “Shareholder” and together, the “Shareholders”), except as otherwise provided in the Shareholders’ Agreement with respect to Jordan S. Berman and Deanna Berman, each Shareholder has granted each other Shareholder rights of first refusal, exercisable on a pro rata basis or in such other proportions as the exercising Shareholders may agree, to purchase shares of Common Stock of the Issuer which any of such Shareholders or, upon their death, their respective estate, proposes to sell to third parties. The Issuer has agreed with the Shareholders that, upon the death of each respective Shareholder, to the extent that any of their shares are not purchased by any of the surviving Shareholders and may not be sold without registration under the Securities Act of 1933, as amended (the “1933 Act”), the Issuer will use its best efforts to cause those shares to be registered under the 1933 Act. The expenses of any such registration will be borne by the estate of the deceased Shareholder. Deanna Berman is Steven L. Berman’s mother and the spouse of Steven L. Berman’s father, Jordan S. Berman. Marc H. Berman and Fred B. Berman are Steven L. Berman’s brothers. The additional Shareholders party to the Shareholders’ Agreement are trusts affiliated with Steven L. Berman, the late Richard N. Berman, Jordan S. Berman, Marc H. Berman or Fred B. Berman, or each person’s respective spouse or children.

The Shareholders, other than Steven L. Berman and Sharyn Berman and the other Shareholders for which their ownership in Common Stock of the Issuer is attributed to Steven L. Berman or Sharyn Berman as indirect beneficial ownership, may be deemed to beneficially own in the aggregate 4,070,141 shares of Common Stock, which amount represents11.2% of the Issuer’s Common Stock based upon 36,479,128 shares of Common Stock outstanding as of the close of business on March 22, 2013 as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2013, as to all of which shares Steven L. Berman and Sharyn Berman disclaim beneficial ownership.

Other than as indicated in this statement, Steven L. Berman and Sharyn Berman are not party to any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, the transfer or voting of any of the Issuer’s securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

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SCHEDULE 13D/A

 

CUSIP No. 258278100		Page 8 of 9

 

Item 7.

Material to be Filed as Exhibits:

(1) Joint Filing Agreement, dated February 15, 2011, between Steven L. Berman and Sharyn Berman. (Incorporated by reference to Exhibit (1) of Amendment No. 3 to the Statement on Schedule 13D filed by Steven L. Berman and Sharyn Berman on March 12, 2012 with respect to the Issuer)

(2) Amended and Restated Shareholders’ Agreement, dated as of July 1, 2006, by and among Richard Berman, Steven Berman, Jordan Berman, Mark Berman, Fred Berman, Deanna Berman and the Additional Shareholders named therein. (Incorporated by reference to Exhibit 4.1 to the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008, filed with the Securities and Exchange Commission on November 4, 2008)

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SCHEDULE 13D/A

 

CUSIP No. 258278100		Page 9 of 9

 

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.

 

Date: May 13, 2013				/s/ Steven L. Berman
				Steven L. Berman
Date: May 13, 2013				/s/ Sharyn Berman
				Sharyn Berman

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EXHIBIT INDEX

 

Exhibit No.		Description
(1)		Joint Filing Agreement, dated February 15, 2011, between Steven L. Berman and Sharyn Berman. (Incorporated by reference to Exhibit (1) of Amendment No. 3 to the Statement on Schedule 13D filed by Steven L. Berman and Sharyn Berman on March 12, 2012 with respect to the Issuer)
(2)		Amended and Restated Shareholders’ Agreement, dated as of July 1, 2006, by and among Richard Berman, Steven Berman, Jordan Berman, Mark Berman, Fred Berman, Deanna Berman and the Additional Shareholders named therein. (Incorporated by reference to Exhibit 4.1 to the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008, filed with the Securities and Exchange Commission on November 4, 2008)

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ANNEX A

Recent Transactions by the Reporting Persons in the Common Stock of Dorman Products, Inc.

Set forth below is a summary of sale transactions effected by the Reporting Persons during the 60 day period prior to the Statement Date. All such sale transactions were effected pursuant to Rule 10b5-1 Trading Plans:

 

Entity/Person		Date of Transaction		Nature of Transaction		Number of Shares of Common Stock				Weighted Average Price per Share ($)
BREPIII		3/6/2013		Open Market Sale Transaction			24,800			$	36.23
BREPIII		3/7/2013		Open Market Sale Transaction			39,500			$	36.25
BREPIII		3/8/2013		Open Market Sale Transaction			52,945			$	36.70
BREPIII		3/11/2013		Open Market Sale Transaction			103,400			$	37.21
BREPIII		3/12/2013		Open Market Sale Transaction			54,955			$	37.01
BREPIII		3/13/2013		Open Market Sale Transaction			36,300			$	36.80
BREPIII		3/14/2013		Open Market Sale Transaction			66,300			$	37.19
Steven L. Berman		3/14/2013		Gift			1,500				—
BREPIII		3/15/2013		Open Market Sale Transaction			2,200			$	37.43
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		3/20/2013		Open Market Sale Transaction			4,200			$	37.59
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		3/20/2013		Open Market Sale Transaction			8,400			$	37.59
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		3/21/2013		Open Market Sale Transaction			16,914			$	37.94
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		3/21/2013		Open Market Sale Transaction			33,828			$	37.94
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		3/22/2013		Open Market Sale Transaction			5,400			$	37.45
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		3/22/2013		Open Market Sale Transaction			11,400			$	37.44
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		3/25/2013		Open Market Sale Transaction			6,000			$	37.16
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		3/25/2013		Open Market Sale Transaction			12,000			$	37.18
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		3/26/2013		Open Market Sale Transaction			3,300			$	36.72
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		3/26/2013		Open Market Sale Transaction			6,600			$	36.72

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Entity/Person		Date of Transaction		Nature of Transaction		Number of Shares of Common Stock				Weighted Average Price per Share ($)
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		3/27/2013		Open Market Sale Transaction			4,600			$	36.86
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		3/27/2013		Open Market Sale Transaction			9,300			$	36.85
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		3/28/2013		Open Market Sale Transaction			4,500			$	37.19
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		3/28/2013		Open Market Sale Transaction			9,000			$	37.19
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		4/1/2013		Open Market Sale Transaction			4,500			$	36.52
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/1/2013		Open Market Sale Transaction			9,000			$	36.53
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		4/2/2013		Open Market Sale Transaction			6,602			$	36.78
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/2/2013		Open Market Sale Transaction			13,200			$	36.77
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		4/3/2013		Open Market Sale Transaction			3,700			$	36.01
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/3/2013		Open Market Sale Transaction			7,600			$	36.02
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		4/4/2013		Open Market Sale Transaction			4,898			$	35.93
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/4/2013		Open Market Sale Transaction			9,500			$	35.93
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		4/5/2013		Open Market Sale Transaction			6,600			$	36.42
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/5/2013		Open Market Sale Transaction			13,200			$	36.43
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		4/8/2013		Open Market Sale Transaction			5,400			$	36.13
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/8/2013		Open Market Sale Transaction			5,400			$	36.08
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		4/9/2013		Open Market Sale Transaction			4,500			$	36.30
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/9/2013		Open Market Sale Transaction			4,000			$	36.30
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		4/10/2013		Open Market Sale Transaction			7,000			$	36.88
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/10/2013		Open Market Sale Transaction			7,000			$	36.88
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		4/11/2013		Open Market Sale Transaction			6,000			$	37.04

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Entity/Person		Date of Transaction		Nature of Transaction		Number of Shares of Common Stock				Weighted Average Price per Share ($)
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/11/2013		Open Market Sale Transaction			6,000			$	37.04
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		4/12/2013		Open Market Sale Transaction			6,000			$	37.24
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/12/2013		Open Market Sale Transaction			6,000			$	37.23
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		4/15/2013		Open Market Sale Transaction			3,800			$	36.04
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/15/2013		Open Market Sale Transaction			6,900			$	36.08
Trusts for the benefit of children of Steven L. Berman, Steven L. Berman as trustee		4/16/2013		Open Market Sale Transaction			3,000			$	36.00
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/16/2013		Open Market Sale Transaction			8,700			$	36.12
Trusts for the benefit of children of the late Richard N. Berman, Steven L. Berman as trustee		4/17/2013		Open Market Sale Transaction			1,000			$	35.97