Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
November 07 2024 - 10:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
BRIGHTCOVE INC.
(Name of Issuer)
Common Stock,
Par Value of $0.001 Per Share
(Title of Class of Securities)
10921T101
(CUSIP Number)
October 31.
2024
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x |
Rule 13d-1(b) |
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¨ |
Rule 13d-1(c) |
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¨ |
Rule 13d-1(d) |
*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).
CUSIP No. 10921T101 | Schedule 13G | Page 2 of 12 |
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1. |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Trigran Investments, Inc. |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
¨ |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
Illinois corporation |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
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6. |
Shared Voting Power
1,644,065 shares of common stock |
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7. |
Sole Dispositive Power
0 |
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8. |
Shared Dispositive Power
1,799,973 shares of common stock |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,799,973 shares of common stock (1) |
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10. |
Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares ¨ |
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11. |
Percent of Class Represented by Amount in Row (9)
Approximately 4.0% (based on 44,921,558 shares of common stock issued and outstanding as of August 5, 2024 pursuant to the Brightcove Inc. Form 10-Q filed with the SEC on August 8, 2024) |
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12. |
Type of Reporting Person
IA/CO |
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(1) The Reporting Person disclaims beneficial ownership of the
shares reported in this Schedule 13G, except to the extent of its pecuniary interest.
CUSIP No. 10921T101 | Schedule 13G | Page 3 of 12 |
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1. |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Douglas Granat |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
¨ |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
U.S. Citizen |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
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6. |
Shared Voting Power
1,644,065 shares of common stock |
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7. |
Sole Dispositive Power
0 |
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8. |
Shared Dispositive Power
1,799,973 shares of common stock |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,799,973 shares of common stock (1) |
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10. |
Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares ¨ |
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11. |
Percent of Class Represented by Amount in Row (9)
Approximately 4.0% (based on 44,921,558 shares of common stock issued and outstanding as of August 5, 2024 pursuant to the Brightcove Inc. Form 10-Q filed with the SEC on August 8, 2024) |
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12. |
Type of Reporting Person
IN/HC |
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(1) The Reporting Person disclaims beneficial ownership of the
shares reported in this Schedule 13G, except to the extent of his pecuniary interest.
CUSIP No. 10921T101 | Schedule 13G | Page 4 of 12 |
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1. |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lawrence A. Oberman |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
¨ |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
U.S. Citizen |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
|
6. |
Shared Voting Power
1,644,065 shares of common stock |
|
7. |
Sole Dispositive Power
0 |
|
8. |
Shared Dispositive Power
1,799,973 shares of common stock |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,799,973 shares of common stock (1) |
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10. |
Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares ¨ |
|
|
11. |
Percent of Class Represented by Amount in Row (9)
Approximately 4.0% (based on 44,921,558 shares of common stock issued and outstanding as of August 5, 2024 pursuant to the Brightcove Inc. Form 10-Q filed with the SEC on August 8, 2024) |
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12. |
Type of Reporting Person
IN/HC |
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(1) The Reporting Person disclaims beneficial ownership of the
shares reported in this Schedule 13G, except to the extent of his pecuniary interest.
CUSIP No. 10921T101 | Schedule 13G | Page 5 of 12 |
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1. |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Steven G. Simon |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
¨ |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
U.S. Citizen |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
|
6. |
Shared Voting Power
1,644,065 shares of common stock |
|
7. |
Sole Dispositive Power
0 |
|
8. |
Shared Dispositive Power
1,799,973 shares of common stock |
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,799,973 shares of common stock (1) |
|
|
10. |
Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares ¨ |
|
|
11. |
Percent of Class Represented by Amount in Row (9)
Approximately 4.0% (based on 44,921,558 shares of common stock issued and outstanding as of August 5, 2024 pursuant to the Brightcove Inc. Form 10-Q filed with the SEC on August 8, 2024) |
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12. |
Type of Reporting Person
IN/HC |
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(1) The Reporting Person disclaims beneficial ownership of the
shares reported in this Schedule 13G, except to the extent of his pecuniary interest.
CUSIP No. 10921T101 | Schedule 13G | Page 6 of 12 |
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1. |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bradley F. Simon |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
¨ |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
U.S. Citizen |
|
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
|
6. |
Shared Voting Power
1,644,065 shares of common stock |
|
7. |
Sole Dispositive Power
0 |
|
8. |
Shared Dispositive Power
1,799,973 shares of common stock |
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,799,973 shares of common stock (1) |
|
|
10. |
Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares ¨ |
|
|
11. |
Percent of Class Represented by Amount in Row (9)
Approximately 4.0% (based on 44,921,558 shares of common stock issued and outstanding as of August 5, 2024 pursuant to the Brightcove Inc. Form 10-Q filed with the SEC on August 8, 2024) |
|
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12. |
Type of Reporting Person
IN/HC |
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|
|
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(1) The Reporting Person disclaims beneficial ownership of the
shares reported in this Schedule 13G, except to the extent of his pecuniary interest.
CUSIP No. 10921T101 | Schedule 13G | Page 7 of 12 |
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1. |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Steven R. Monieson |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
¨ |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
U.S. Citizen |
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
|
6. |
Shared Voting Power
1,644,065 shares of common stock |
|
7. |
Sole Dispositive Power
0 |
|
8. |
Shared Dispositive Power
1,799,973 shares of common stock |
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,799,973 shares of common stock (1) |
|
|
10. |
Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares ¨ |
|
|
11. |
Percent of Class Represented by Amount in Row (9)
Approximately 4.0% (based on 44,921,558 shares of common stock issued and outstanding as of August 5, 2024 pursuant to the Brightcove Inc. Form 10-Q filed with the SEC on August 8, 2024) |
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12. |
Type of Reporting Person
IN/HC |
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|
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(1) The Reporting Person disclaims beneficial ownership of the
shares reported in this Schedule 13G, except to the extent of his pecuniary interest.
CUSIP No. 10921T101 | Schedule 13G | Page 8 of 12 |
Item 1(a) |
Name of Issuer:
Brightcove Inc. |
Item 1(b) |
Address of Issuer’s Principal Executive Offices:
290 Congress Street
Boston, Massachusetts 02210 |
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Item 2(a) |
Name of Person Filing |
Item 2(b) |
Address of Principal Business Office |
Item 2(c) |
Citizenship
Trigran Investments, Inc.
630 Dundee Road, Suite 230
Northbrook, IL 60062
Illinois corporation
Douglas Granat
630 Dundee Road, Suite 230
Northbrook, IL 60062
U.S. Citizen
Lawrence A. Oberman
630 Dundee Road, Suite 230
Northbrook, IL 60062
U.S. Citizen
Steven G. Simon
630 Dundee Road, Suite 230
Northbrook, IL 60062
U.S. Citizen
Bradley F. Simon
630 Dundee Road, Suite 230
Northbrook, Illinois 60062
U.S. Citizen
Steven R. Monieson
630 Dundee Road, Suite 230
Northbrook, Illinois 60062
U.S. Citizen |
Item 2(d) |
Title of Class of Securities:
Common Stock, par value of $0.001 per share |
Item 2(e) |
CUSIP Number:
10921T101 |
CUSIP No. 10921T101 | Schedule 13G | Page 9 of 12 |
Item 3 |
If this statement is filed pursuant
to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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(a) |
¨ |
Broker or dealer registered under section
15 of the Exchange Act; |
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(b) |
¨ |
Bank as defined in section 3(a)(6) of the
Exchange Act; |
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(c) |
¨ |
Insurance company as defined in section
3(a)(19) of the Exchange Act; |
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(d) |
¨ |
Investment
company registered under section 8 of the Investment Company Act; |
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(e) |
x |
An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
x |
A parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act; |
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(i) |
¨ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; |
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(j) |
¨ |
A non-U.S. institution in accordance with
Rule 13d–1(b)(1)(ii)(J); |
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(k) |
¨ |
Group, in accordance
with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify
the type of institution:_____________ |
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If this statement is filed pursuant to
Rule 13d-1(c), check this box. ¨ |
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Item 4 |
Ownership:(2) |
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(a) |
Amount
beneficially owned:
Incorporated by reference to Item
9 of the cover page pertaining to each reporting person. |
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(b) |
Percent
of class:
Incorporated by reference to Item
11 of the cover page pertaining to each reporting person. |
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(c) |
Number
of shares as to which such person has:
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|
(i) |
Sole
power to vote or to direct the vote:
Incorporated by reference to Item
5 of the cover page pertaining to each reporting person. |
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(ii) |
Shared
power to vote or to direct the vote:
Incorporated by reference to Item
6 of the cover page pertaining to each reporting person. |
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(iii) |
Sole
power to dispose or to direct the disposition of:
Incorporated by reference to Item
7 of the cover page pertaining to each reporting person. |
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(iv) |
Shared
power to dispose or to direct the disposition of:
Incorporated by reference to Item
8 of the cover page pertaining to each reporting person. |
(2) Douglas
Granat, Lawrence A. Oberman, Steven G. Simon, Bradley F. Simon, and Steven R. Monieson are the controlling shareholders and officers
of Trigran Investments, Inc. and thus may be considered the beneficial owners of shares beneficially owned by Trigran Investments, Inc. |
CUSIP No. 10921T101 | Schedule 13G | Page 10 of 12 |
Item 5 |
Ownership
of Five Percent or Less of a Class: |
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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 |
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Item 6 |
Ownership of More
than Five Percent on Behalf of Another Person: |
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Not Applicable. |
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Item 7 |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
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Not Applicable. |
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Item 8 |
Identification
and Classification of Members of the Group: |
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Not Applicable. |
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Item 9 |
Notice of Dissolution of Group: |
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Not Applicable. |
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Item 10 |
Certification: |
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 10921T101 | Schedule 13G | Page 11 of 12 |
After reasonable inquiry and
to the best of its knowledge and belief, the undersigned Reporting Persons certify that the information set forth in this statement is
true, complete, and correct.
Date: November 7, 2024
TRIGRAN INVESTMENTS, INC. |
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By: |
/s/ Lawrence A. Oberman |
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Name: |
Lawrence A. Oberman |
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Title: |
Executive Vice President |
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/s/ Douglas Granat |
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Douglas Granat |
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/s/ Lawrence A. Oberman |
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Lawrence A. Oberman |
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/s/ Steven G. Simon |
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Steven G. Simon |
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/s/ Bradley F. Simon |
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Bradley F. Simon |
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/s/ Steven R. Monieson |
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Steven R. Monieson |
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CUSIP No. 10921T101 | Schedule 13G | Page 12 of 12 |
INDEX TO EXHIBITS
CUSIP No. 10921T101 | Schedule 13G | Page
1 of 1 |
Exhibit 1
EXHIBIT 1 TO SCHEDULE 13G
November 7, 2024
In accordance with Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, as amended, TRIGRAN INVESTMENTS, INC., DOUGLAS GRANAT, LAWRENCE A. OBERMAN, STEVEN G. SIMON,
BRADLEY F. SIMON and STEVEN R. MONIESON each hereby agree to the joint filing of this statement on Schedule 13G (including any and all
amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on
its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement
on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.
This Agreement may be executed in multiple counterparts,
each of which shall constitute an original, one and the same instrument.
TRIGRAN INVESTMENTS, INC. |
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By: |
/s/ Lawrence A. Oberman |
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Name: |
Lawrence A. Oberman |
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Title: |
Executive Vice President |
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/s/ Douglas Granat |
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Douglas Granat |
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/s/ Lawrence A. Oberman |
|
Lawrence A. Oberman |
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/s/ Steven G. Simon |
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Steven G. Simon |
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/s/ Bradley F. Simon |
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Bradley F. Simon |
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/s/ Steven R. Monieson |
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Steven R. Monieson |
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