F1Relates to cash settlement of phantom stock, each share of which is the economic equivalent of one share of the Issuer's common stock (the "Common Stock"). The cash settlement of 4,167 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock. The phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date, which was $48.68 based on the closing price of the Common Stock on June 5, 2015, the most recent trading day immediately preceding the payment date.
F2The phantom stock was received by Coliseum Capital Partners, L.P. ("CCP") pursuant to an agreement under which Christopher Shackelton ("Shackelton") assigned to CCP the right to receive all compensation (including equity compensation) that Shackelton would otherwise receive as a director of the Issuer. Coliseum Capital, LLC ("CC") serves as the general partner for CCP, and Coliseum Capital Management, LLC ("CCM") serves as investment advisor to CCP. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, Coliseum Capital Co-Invest, L.P. ("CCC") and CCP disclaim beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.
F3The Common Stock is held directly by (a) CCP, (b) Coliseum Capital Partners II, L.P. ("CCP2") and (c) a separate account investment advisory client of CCM (the "Separate Account"). CC serves as the general partner for CCP2, and CCM serves as investment advisor to CCP2. Shackelton and Gray are managers of and have an ownership interest in each of CCM and CC and may be deemed to have an indirect pecuniary interest in the shares held by the CCP, CCP2 and the Separate Account due to CCM's right to receive performance-related fees from the Separate Account and CC's right to receive performance-related fees from CCP and CCP2. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC and CCM disclaim beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
F4Following the transactions reported herein, the Separate Account directly beneficially owned 629,608 shares of Common Stock, CCP directly beneficially owned 1,253,004 shares of Common Stock and CCP2 directly beneficially owned 339,689 shares of Common Stock.

Remarks

Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM; CC; CCP; CCP2; CCC; and Gray.