LeapFrog 2011 Annual Report Download - page 126

Download and view the complete annual report

Please find page 126 of the 2011 LeapFrog annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 196

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196

(1) Based on 55,611,461 shares of Class A common stock and 11,113,354 shares of Class B common
stock outstanding as of March 31, 2012. Unless otherwise indicated in the footnotes to this table, the
applicable address for each of our directors and executive officers is c/o LeapFrog Enterprises, Inc.,
6401 Hollis Street, Suite 100, Emeryville, California 94608-1463.
(2) These percentages reflect the ownership of our Class A common stock and our Class B common stock on
an as-converted basis, assuming the conversion of all Class B common stock to Class A common stock
on a one-to-one basis.
(3) These percentages reflect the combined voting rights of our Class A common stock and our Class B
common stock. On all matters submitted to a vote of our stockholders, our Class A common
stock entitles its holders to one vote per share and our Class B common stock entitles its holders to
ten votes per share.
(4) Includes 1,890,000 shares of Class A common stock and 6,717,893 shares of Class B common stock
held indirectly by Mr. Ellison through Mollusk Holdings, which is controlled by Cephalopod Corporation
and Lawrence Investments. These shares are also reported as beneficially owned by Messrs. Marinelli
and Simon, as described in footnotes 19 and 24 to this table. The address for Mollusk Holdings is
c/o Philip B. Simon, 101 Ygnacio Valley Road, Suite 320, Walnut Creek, CA 94596.
(5) Includes:
601,789 shares of Class A common stock and 3,064,937 shares of Class B common stock held
directly by Mr. M. Milken; and
11,579 shares of Class B common stock held indirectly by Mr. M. Milken through
Hampstead Associates, LLC, which are also beneficially owned by Mr. L. Milken and over which
Mr. M. Milken has shared voting and investment power.
The address for Mr. M. Milken is c/o Maron & Sandler, 1250 Fourth Street, Suite 550, Santa Monica,
California 90401.
(6) The address for Ms. Milken is c/o Maron & Sandler, 1250 Fourth Street, Suite 550, Santa Monica,
California 90401.
(7) Includes:
315,137 shares of Class A common stock and 521,335 shares of Class B common stock held directly
by Mr. L. Milken; and
11,579 shares of Class B common stock held indirectly by Mr. L. Milken through
Hampstead Associates, LLC, which are also beneficially owned by Mr. M. Milken and over which
Mr. L. Milken has shared voting and investment power.
The address for Mr. L. Milken is c/o Maron & Sandler, 1250 Fourth Street, Suite 550, Santa Monica,
California 90401.
(8) Based solely on information provided in a Schedule 13G filed on September 12, 2011 by Franklin
Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Templeton Investments Corp.
The securities reported are beneficially owned by one or more open- or closed-end investment companies
or other managed accounts that are investment management clients of investments managers that are
direct and indirect subsidiaries of Franklin Resources, Inc. Charles B. Johnson and Rupert H. Johnson,
Jr. each own in excess of 10% of the outstanding common stock, and are the principal stockholders of
Franklin Resources, Inc. Under SEC rules and regulations, Franklin Resources, Inc. and its principal
stockholders may be deemed to be beneficial owners of securities held by persons and entities for whom
or for which Franklin Resources, Inc. subsidiaries provide investment management services.
Franklin Templeton Investments Corp. is reported as having sole voting and dispositive power over
4,121,930 shares. Templeton Global Smaller Companies Fund (U.S.) is reported as having an interest in
4,121,930 shares. Each of the reporting persons disclaims any pecuniary interest in any of the securities
reported therein. The address for Franklin Resources, Inc. is One Franklin Parkway, San Mateo,
California 94403.
(9) Based solely on information provided in a Schedule 13G filed on February 13, 2012 by BlackRock, Inc.
The address for BlackRock, Inc. is 40 East 52
nd
Street, New York, New York 10022.
(10) Based solely on information provided in a Schedule 13G filed on February 9, 2012 by Capital Research
Global Investors. The address for Capital Research Global Investors is 333 South Hope Street,
Los Angeles, California 90071.
20