Wilson indicated that he intends to adopt the stock trading plan in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934 and the Company's policies regarding stock transactions.
Rule 10b5-1 permits insiders to implement written, pre-arranged stock trading plans when they are not in possession of material non-public information. These plans establish predetermined trading parameters that do not permit the person adopting the plan to exercise any subsequent influence over how, when, or whether to effect trades. Using these plans, insiders can gradually diversify their investment portfolios, spread stock trades out over an extended period of time to reduce market impact, and avoid concerns about transactions occurring at a time when they might possess inside information.
Under the plan Wilson proposes to adopt, he would sell up to 5.7 million shares of the Company's common stock over a period of approximately 18 months. The shares sold under the plan would include shares of the Company's common stock issuable upon the exchange of exchangeable shares of Lulu Canadian Holding, Inc. held by Wilson. Lulu Canadian Holding, Inc. is an indirect wholly-owned subsidiary of the Company. Exchangeable shares of Lulu Canadian Holding, Inc. may be exchanged on a one-for-one basis for shares of the Company's common stock. If Wilson completed all the planned sales under this Rule 10b5-1 trading plan, he would beneficially own approximately 36.9 million shares (approximately 25.6 percent) of the Company's outstanding common stock and common stock issuable upon exchange of exchangeable shares.
Wilson indicated that the transactions under this plan would commence no earlier than January 10, 2013 and will be disclosed publicly through required Form 144 and Form 4 filings with the Securities and Exchange Commission
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