Amount  

Registered  

Carry

Forward

File
Number

Fees to Be

Paid

Rule 456(b)
and

Rule 457(r)⁽¹⁾

Rule 456(b)
and

Rule 457(r)⁽¹⁾

Rule 456(b)
and

Rule 457(r)⁽¹⁾

Rule 456(b)
and

Rule 457(r)⁽¹⁾

Rule 456(b)
and

Rule 457(r)⁽¹⁾

Rule 456(b)
and

Rule 457(r)⁽¹⁾

Rule 456(b)
and

Rule 457(r)⁽¹⁾

Rule 456(b)
and

Rule 457(r)⁽¹⁾

Fees

Previously

Paid

Carry Forward Securities

Carry

Forward

Securities

Security
Type
Associated

with Fee
Offset
Claimed

Unsold
Securities
Associated
with Fee

Offset
Claimed

Unsold

Aggregate
Offering

Amount
Associated

with Fee

Offset
Claimed

December 20,

2019

The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee. In connection with the securities offered hereby, the registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment.

An indeterminate aggregate principal amount or number of securities is being registered that may be offered or sold hereunder from time to time at indeterminate prices. The proposed maximum aggregate offering price per security will be determined from time to time in connection with offers and sales of securities registered under this registration statement. Includes an indeterminate number of shares of voting common stock, non-voting common stock, preferred stock, warrants, purchase contracts, depositary shares, rights and units, and such indeterminate principal amount of senior debt securities and subordinated debt securities as may be issued by the registrant upon exercise, conversion or exchange of any securities that provide for such issuance, or that may from time to time become issuable by reason of any stock split, stock dividend or similar transaction, for which no separate consideration will be received by the registrant.

The depositary shares registered hereunder will be evidenced by depositary receipts issued pursuant to a deposit agreement and will represent a fractional share or multiple shares of preferred stock.

May consist of one or more series of senior or subordinated debt.

Representing warrants to purchase debt or equity securities registered hereunder.

Any securities registered hereunder may be sold as units with other securities registered hereunder; each unit will be issued under a unit agreement and will represent an interest in two or more securities, which may or may not be separable from one another.

Purchase contracts may be issued separately or as part of units consisting of a purchase contract and any combination of debt securities, shares of our voting common stock, non-voting common stock, preferred stock or depositary shares.

The registrant previously registered an indeterminate amount of securities having an aggregate offering price of up to $200,000,000 pursuant to a Registration Statement on Form S-3 (Registration No. 333-235654) filed with the Securities and Exchange Commission on December 20, 2019 (the “Prior Registration Statement”). As of the date of this registration statement, the registrant has not sold any securities under the Prior Registration Statement, leaving a balance of $200,000,000 of unsold securities under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $15,449.45 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Registration Statement and were not sold thereunder will continue to be applied to the securities included in this registration statement, and the offering of securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.