Sec Form 13G Filing - Palladium Equity Partners III L P filing for Regional Management Corp. (RM) - 2014-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Palladium Equity Partners III, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Palladium Equity Partners III, L.L.C.

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
OO

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Marcos A. Rodriguez

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
IN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Parallel 2005 Equity Fund, LP

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Parallel 2005 Equity Partners, LP

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
PN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Parallel 2005 Equity Partners, LLC

2.

Chec k the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
OO

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
F. Barron Fletcher, III

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
IN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Richard A. Godley, Sr. individually and as Trustee of the Richard A. Godley, Sr. Revocable Trust dated August 29, 2005

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Mr. Godley is a United States citizen.  The trust is a South Carolina trust.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
4,484

8.

Shared Dispositive Power:
0**

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
IN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Pamela Denise Godley as Trustee of:

1.     The Pamela Denise Godley Revocable Trust, dated November 3, 2011;

2.     The Haylei D. Tucker Family 2012 Irrevocable Trust, dated December 17, 2012; and

3.     The Tyler Godley Children 2012 Irrevocable Trust, dated December 17, 2012.

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Ms. Godley is a United States citizen.  All three trusts are South Carolina trusts.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
121,505

8.

Shared Dispositive Power:
0**

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
IN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Vanessa Bailey Godley

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
0*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
0*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
0%*†

12.

Type of Reporting Person (See Instructions):
IN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
William T. “Tyler” Godley

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
0*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
0*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
0%*†

12.

Type of Reporting Person (See Instructions):
IN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Jerry Shirley

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
426,095

8.

Shared Dispositive Power:
203,860**

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Rep resented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
IN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
U.S. Trust Company of Delaware as trustee of The Tyler Godley 2011 Irrevocable Trust, dated March 28, 2011

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
U.S. Trust Company is organized under the laws of Delaware.  The trust is a South Carolina trust.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
203,860**

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
CO

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Brenda F. Kinlaw

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
86,700

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Benef icially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
IN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
C. Glynn Quattlebaum

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
269,844**

8.

Shared Dispositive Power:
80,131***

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
IN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Sherri Quattlebaum

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
0

8.

Shared Dispositive Power:
80,131**

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
IN

CUSIP No. 75902K106

13G

1.

Name of Reporting Persons:
Jesse W. Geddings

2.

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
1,223,158*

7.

Sole Dispositive Power:
30,539**

8.

Shared Dispositive Power:
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,223,158*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9):
9.5%*†

12.

Type of Reporting Person (See Instructions):
IN

Item 1.

(a).

Name of Issuer
Regional Management Corp. (the “Company”)

(b).

Address of Issuer’s Principal Executive Offices:

509 West Butler Road

Greenville, South Carolina 29607

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office

(i) Palladium Equity Partners III, L.P.

(ii) Palladium Equity Partners III, LL.C.

(iii) Marcos A. Rodriguez

Rockefeller Center

1270 Avenue of the Americas, Suite 2200

New York, New York 10020

(iv) Parallel 2005 Equity Fund, LP

(v) Parallel 2005 Equity Partners, LP

(vi) Parallel 2005 Equity Partners, LLC

(vii) F. Barron Fletcher, III

2100 McKinney Avenue, Suite 1200

Dallas, Texas 75201

(viii) Richard A. Godley, Sr. individually and as Trustee of the Richard A. Godley, Sr. Revocable Trust, dated August 29, 2005

(ix) Pamela Denise Godley, as Trustee of

(a) the Pamela Denise Godley Revocable Trust, dated November 3, 2011,

(b) the Haylei D. Tucker Family 2012 Irrevocable Trust, dated December 17, 2012, &

(c) the Tyler Godley Children 2012 Irrevocable Trust, dated December 17, 2012.

(x) Vanessa Bailey Godley

(xi) William T. “Tyler” Godley

(xii) Jerry Shirley

(xiii) U.S. Trust Company of Delaware as Trustee of The Tyler Godley 2011 Irrevocable Trust, dated March 28, 2011

(xiv) Brenda F. Kinlaw

(xv) C. Glynn Quattlebaum

(xvi) Sherri Quattlebaum

(xvii) Jesse W. Geddings

c/o Regional Management Corp.

509 West Butler Road

Greenville, South Carolina 29607

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2014, a copy of which is attached as Exhibit A to this statement on Schedule 13G, pursuant to which the Reporting Persons agreed to file any amendments to this statement on Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 2(c).

Citizenship
See Item 4 of each cover page

Item 2(d).

Title of Class of Securities:
Common stock, $0.10 par value (the “Common Stock”)

Item 2(e).

CUSIP Number:
75902K106

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:   

Pursuant to the Amended and Restated Shareholders Agreement, dated as of March 27, 2012, among the Company, Parallel 2005 Equity Fund, LP, Palladium Equity Partners III, L.P. and the shareholders listed on Annex II thereto (the “Shareholders Agreement”), each of the Reporting Persons may be deemed to be a member of a group exercising voting control over the shares of Common Stock held by certain of them.  As of December 31, 2013, each of the Reporting Persons may be deemed to be the beneficial owner of 1,223,158 shares of Common Stock.  The Shareholders Agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2012.

Palladium Equity Partners III, L.P. directly holds no shares of Common Stock.  The general partner of Palladium Equity Partners III, L.P. is Palladium Equity Partners III, L.L.C.  Marcos A. Rodriguez is the managing member of Palladium Equity Partners III, L.L.C.   These entities (the “Palladium Entities”) are the beneficial owners of options to acquire 16,000 shares of Common Stock issued by the Company to David Perez (8,000 shares) and Erik A. Scott (8,000 shares) (together, the “Palladium Board Appointees”), who serve on the board of directors of the Company as representatives of the Palladium Entities.

Mr. Perez and Mr. Scott are Managing Directors of Palladium Equity Partners III, L.P.   Pursuant to arrangements between Palladium Equity Partners III, L.P. and each of the Palladium Board Appointees, the Palladium Board Appointees are not permitted to retain any equity awards granted by the Company, and each Palladium Board Appointee is required to hold such securities for the benefit of Palladium Equity Partners III, L.P.  The options were not exercisable on December 31, 2013 and will not become exercisable within 60 days of such date; however,  Palladium Equity Partners III, L.P. remains subject to the Shareholders Agreement, by virtue of its beneficial ownership of these options.

Parallel 2005 Equity Fund, LP directly holds no shares of Common Stock.  The general partner of Parallel 2005 Equity Fund, LP is Parallel 2005 Equity Partners, LP.  The general partner of Parallel 2005 Equity Partners, LP is Parallel 2005 Equity Partners, LLC.  F. Barron Fletcher, III is the managing member of Parallel 2005 Equity Partners, LLC.  These entities (the “Parallel Entities”) are the beneficial owners of options to acquire 16,000 shares of Common Stock issued by the Company to Jared L. Johnson (8,000 shares) and Richard T. Dell’Aquila (8,000 shares) (together, the “Parallel Board Appointees”), who serve on the board of directors of the Company as representatives of the Parallel Entities.  Mr. Johnson and Mr. Dell’Aquila are Managing Directors of Parallel Investment Partners, LLC, which is an affiliate of Parallel 2005 Equity Partners, LLC.  Pursuant to arrangements between Parallel 2005 Equity Fund, LP and each of the Parallel Board Appointees, the Parallel Board Appointees are not permitted to retain any equity awards granted by the Company, and each Parallel Board Appointee is required to hold such securities for the benefit of Parallel 2005 Equity Fund, LP.  The options were not exercisable on December 31, 2013 and will not become exercisable within 60 days of such date; however, Parallel 2005 Equity Fund, LP remains subject to the Shareholders Agreement, by virtue of its beneficial ownership of these options.

The remaining Reporting Persons beneficially own an aggregate of 951,477 shares of Common Stock and 271,681 options to purchase Common Stock which are exercisable at December 31, 2013 or exercisable within 60 days of December 31, 2013.

(b)

Percent of class:   

See Item 11 of each cover page and Item 4(a) above.

(c)

Number of shares as to which the reporting person has:

(i)

Sole power to vote or to direct the vote:

See Item 5 of each cover page

(ii)

Shared power to vote or to direct the vote:

See Item 6 of each cover page

(iii)

Sole power to dispose or to direct the disposition of:

See Item 7 of each cover page

(iv)

Shared power to dispose or to direct the disposition of:

See Item 8 of each cover page

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

As of December 31, 2013, each of (a) Richard A. Godley, Sr. in his capacity as trustee of the Richard A. Godley Sr., Revocable Trust, (b) Pamela Denise Godley in her capacity as Trustee of the Tyler Godley Children 2012 Irrevocable Trust, (c) Vanessa Bailey Godley and (d) William T. “Tyler” Godley no longer held any shares of Common Stock or securities exercisable for or convertible into Common Stock and therefore ceased to be parties to the Shareholders Agreement (in the capacity of trustee of the applicable trust in the case of Richard A. Godley, Sr. and Pamela Denise Godley) and further therefore ceased to share voting power over any shares reported herein or to be members of the Reporting Persons group.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

See Item 4 above.  To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the partners, members, affiliates or shareholders of the Reporting Persons and any other persons named in Item 4 or Item 8 has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

As stated in Item 4 above, pursuant to the Shareholders Agreement, each of the Reporting Persons may be deemed to be a member of a group exercising voting control over the shares of Common Stock held by certain of them.  As of December 31, 2013, each of the Reporting Persons may be deemed to be the beneficial owner of the 1,223,158 shares of Common Stock except for each of (a) Richard A. Godley, Sr. in his capacity as trustee of the Richard A. Godley Sr., Revocable Trust, (b) Pamela Denise Godley in her capacity as Trustee of the Tyler Godley Children 2012 Irrevocable Trust, (c) Vanessa Bailey Godley and (d) William T. “Tyler” Godley, each of who no longer held any shares of Common Stock or securities exercisable for or convertible into Common Stock as of December 31, 2013 and therefore ceased to be parties to the Shareholders Agreement (in the capacity of trustee of the applicable trust in the case of Richard A. Godley, Sr. and Pamela Denise Godley) and further therefore ceased to be members of the Reporting Persons group.

Item 9.

Notice of Dissolution of Group.

See Item 8 above.

Item 10.

Certification.

Not Applicable.

PALLADIUM EQUITY PARTNERS III, L.P.

By: PALLADIUM EQUITY PARTNERS III, L.L.C., its general partner

By:

/s/ Erik A. Scott

Name: Erik A. Scott

Title: Attorney-in-Fact for Marcos A. Rodriguez, Managing Member

PALLADIUM EQUITY PARTNERS III, L.L.C.

By:

/s/ Erik A. Scott

Name: Erik A. Scott

Title: Attorney-in-Fact for Marcos A. Rodriguez, Managing Member

MARCOS A. RODRIGUEZ

/s/ Erik A. Scott

Name: Erik A. Scott

Title: Attorney-in-Fact for Marcos A. Rodriguez, Managing Member

PARALLEL 2005 EQUITY FUND, LP

By: Parallel 2005 Equity Partners, LP, its general partner

By:

/s/ F. Barron Fletcher, III

Name: F. Barron Fletcher, III

Title: Authorized Person

PARALLEL 2005 EQUITY PARTNERS, LP

By: Parallel 2005 Equity Partners, LLC, its general partner

By:

/s/ F. Barron Fletcher, III

Name: F. Barron Fletcher, III

Title: Authorized Person

PARALLEL 2005 EQUITY PARTNERS, LLC

By:

/s/ F. Barron Fletcher, III

Name: F. Barron Fletcher, III

Title: Authorized Person

/s/ F. Barron Fletcher, III

F. BARRON FLETCHER, III

/s/ Jerry L. Shirley

RICHARD A. GODLEY, SR. AS TRUSTEE OF THE RICHARD A. GODLEY, SR. REVOCABLE TRUST,

DATED AUGUST 29, 2005

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

RICHARD A. GODLEY, SR.

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

PAMELA DENISE GODLEY, AS TRUSTEE OF THE PAMELA DENISE GODLEY REVOCABLE TRUST,

DATED NOVEMBER 3, 2011

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

PAMELA DENISE GODLEY, AS TRUSTEE OF THE HAYLEI D. TUCKER FAMILY 2012 IRREVOCABLE TRUST,

DATED DECEMBER 17, 2012

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

PAMELA DENISE GODLEY, AS TRUSTEE OF THE TYLER GODLEY CHILDREN 2012 IRREVOCABLE TRUST,

DATED DECEMBER 17, 2012

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

VANESSA BAILEY GODLEY

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

WILLIAM T. “TYLER” GODLEY

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

JERRY SHIRLEY

U.S. TRUST COMPANY OF DELAWARE AS

TRUSTEE OF THE TYLER GODLEY 2011

IRREVOCABLE TRUST,

DATED MARCH 28, 2011

BY:

/s/ Jerry L. Shirley

NAME: CATHLEEN MCVEIGH

TITLE: MANAGING DIRECTOR

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

BRENDA F. KINLAW

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

C. GLYNN QUATTLEBAUM

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

SHERRI QUATTLEBAUM

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

JESSE W. GEDDINGS

By Jerry L. Shirley, Attorney-in-Fact

Exhibit A

Joint Filing Agreement, dated as of February 14, 2014.

Exhibit B

Powers of Attorney granted by certain of the Reporting Persons: Incorporated by reference to Exhibit B to the original Schedule 13G of the Reporting Persons dated December 31, 2012 and filed with the Commission on February 14, 2013.

PALLADIUM EQUITY PARTNERS III, L.P.

By: PALLADIUM EQUITY PARTNERS III,

L.L.C., its general partner

By:

/s/ Erik A. Scott

Name: Erik A. Scott

Title: Attorney-in-Fact for Marcos A. Rodriguez,

Managing Member

PALLADIUM EQUITY PARTNERS III, L.L.C.

By:

/s/ Erik A. Scott

Name: Erik A. Scott

Title: Attorney-in-Fact for Marcos A. Rodriguez,

Managing Member

MARCOS A. RODRIGUEZ

/s/ Erik A. Scott

Name: Erik A. Scott

Title: Attorney-in-Fact for Marcos A. Rodriguez,

Managing Member

PARALLEL 2005 EQUITY FUND, LP

By: Parallel 2005 Equity Partners, LP, its general partner

By:

/s/ F. Barron Fletcher, III

Name: F. Barron Fletcher, III

Title: Authorized Person

PARALLEL 2005 EQUITY PARTNERS, LP

By: Parallel 2005 Equity Partners, LLC, its general partner

By:

/s/ F. Barron Fletcher, III

Name: F. Barron Fletcher, III

Title: Authorized Person

PARALLEL 2005 EQUITY PARTNERS, LLC

By:

/s/ F. Barron Fletcher, III

Name: F. Barron Fletcher, III

Title: Authorized Person

/s/ F. Barron Fletcher, III

F. BARRON FLETCHER, III

/s/ Jerry L. Shirley

RICHARD A. GODLEY, SR. AS TRUSTEE OF

THE RICHARD A. GODLEY, SR.

REVOCABLE TRUST

DATED AUGUST 29, 2005

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

RICHARD A. GODLEY, SR

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

PAMELA DENISE GODLEY, AS TRUSTEE

OF THE PAMELA DENISE GODLEY

REVOCABLE TRUST,

DATED NOVEMBER 3, 2011

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

PAMELA DENISE GODLEY, AS TRUSTEE

OF THE HAYLEI D. TUCKER FAMILY 2012

IRREVOCABLE TRUST,

DATED DECEMBER 17, 2012

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

PAMELA DENISE GODLEY, AS TRUSTEE

OF THE TYLER GODLEY CHILDREN 2012

IRREVOCABLE TRUST,

DATED DECEMBER 17, 2012

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

VANESSA BAILEY GODLE Y

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

WILLIAM T. “TYLER” GODLEY

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

JERRY SHIRLEY

U.S. TRUST COMPANY OF DELAWARE AS

TRUSTEE OF THE TYLER GODLEY 2011

IRREVOCABLE TRUST

DATED MARCH 28, 2011

BY:

/s/ Jerry L. Shirley

NAME: CATHLEEN MCVEIGH

TITLE: MANAGING DIRECTOR

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

BRENDA F. KINLAW

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

C. GLYNN QUATTLEBAUM

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

SHERRI QUATTLEBAUM

By Jerry L. Shirley, Attorney-in-Fact

/s/ Jerry L. Shirley

JESSE W. GEDDINGS

By Jerry L. Shirley, Attorney-in-Fact