Brian D. Bailey

COMPLETE THIS FORM AND MAIL SIGNED, ORIGINAL TO STATE ETHICS COMMISSION, 1324 MAIL SERVICE CENTER, RALEIGH, NC 27699-1324 NORTH CAROLINA STATE ETHICS COMMISSION 2015 STATEMENT OF ECONOMIC INTEREST 919-715-2071 www.ethicscommission.nc.gov FILER'S NAME (FIRST, MIDDLE, LAST) First Name Middle Name Last Name Suffix Brian David Bailey CURRENT EMPLOYER JOB TITLE Carmichael Partners Managing Partner NATURE OR TYPE OF BUSINESS Investments REASON FOR FILING (SELECT ALL THAT APPLY) STATE GOVERNMENT JOB (Please specify the agency for which you work or are being considered) BOARD/COMMISSION (Please list complete name of all State boards on which you are serving or are being considered) Science and Mathematics Trustees, NC School of; JUDICIAL OFFICER (Please specify the office you hold) LEGISLATOR (Please specify House or Senate) The SEI and any attachments, excluding the Confidential Form, are public records. Page 1 of 15 Do other immediate family members reside in your household? Yes No When used throughout this form, the term Immediate family includes your spouse (unless legally separated). It also includes members of your extended family (your and your spouse’s children, grandchildren, parents, grandparents, and siblings, and the spouses of each of those persons) who reside in your household. Minors are emancipated by marriage, enlistment in the US military, or court action for emancipation. FULL NAME OF ADULTS & EMANCIPATED MINORS RELATIONSHIP EMPLOYER JOB TITLE NATURE OF BUSINESS Dianne Chipps Bailey Wife Robinson Bradshaw & Hinson Attorney Attorney Katherine Chipps Bailey Daughter Student Student Student Bradley David Chipps Son Student Student Student INITIALS FOR UNEMANCIPATED CHILDREN RELATIONSHIP EMPLOYER JOB TITLE NATURE OF BUSINESS PROPERTY INTERESTS 1. As of December 31, 2014, did you, your spouse, or members of your immediate family: A. Have an ownership interest in North Carolina real estate (including your residence) with a market value of $10,000 or more? Yes No Owner of Real Estate % Ownership Interest Location by City Location by County Brian and Dianne Bailey 100 Charlotte Mecklenburg Brian and Dianne Bailey 100 Linville Avery B. Lease or rent real estate or personal property to or from the State of North Carolina with a market value of $10,000 or more? Yes No Name of Lessor Name of Lessee (Renter) If Real Estate, Location by City & County If Personal Property, Describe The SEI and any attachments, excluding the Confidential Form, are public records. Page 2 of 15 2. At any time during 2013 or 2014 , did you, your spouse, or members of your immediate family sell to or buy from the State of North Carolina personal property with a market value of $10,000 or more? Yes No Name of Purchaser Name of Seller Type of Property FINANCIAL INTERESTS The SEI and any attachments, excluding the Confidential Form, are public records. Page 3 of 15 3. As of December 31, 2014, did you, your spouse, or members of your immediate family own any of the following financial interests valued at $10,000 or more? A. Stock in a publicly owned company? Yes No Do not list ownership interests in a widely held investment fund (including mutual funds, regulated investment companies, or pension or deferred compensation plans) if: (i) the fund is publicly traded or its assets are widely diversified; and (ii) neither you nor an immediate family member are able to control the assets held in the mutual fund, investment company, or pension or deferred compensation plan. Owner of Interest Full Name of Company (Do not use a ticker symbol) Brian and Dianne Bailey Berkshire Hathaway Brian and Dianne Bailey Johnson & Johnson Brian Bailey Bluerock Residential Growth REIT, Inc. Brian and Dianne Bailey Exxon Mobil Corporation Brian and Dianne Bailey McDonald's Corp. Brian and Dianne Bailey The Coca-Cola Company Brian and Dianne Bailey Procter & Gamble Co. Brian and Dianne Bailey Verizon Communications Inc. Brian and Dianne Bailey Google Inc. Brian and Dianne Bailey Wells Fargo & Company Brian and Dianne Bailey The Walt Disney Company Brian and Dianne Bailey Alliance Resource Partners LP Brian and Dianne Bailey American Tower Corp REIT Brian and Dianne Bailey Apple Brian and Dianne Bailey Atlas Energy LP Brian and Dianne Bailey Enterprise Production Partners LP Brian and Dianne Bailey Facebook Brian and Dianne Bailey Kinder Morgan Inc. Brian and Dianne Bailey Microsoft Brian and Dianne Bailey Polaris Industries Brian and Dianne Bailey Vodafone Group Brian and Dianne Bailey Visa The SEI and any attachments, excluding the Confidential Form, are public records. Page 4 of 15 Brian and Dianne Bailey Williams Companies Brian and Dianne Bailey TCP Capital Corp Brian and Dianne Bailey Express Scripts Brian and Dianne Bailey Kimberly Clark Corp Brian and Dianne Bailey Discover Financial Services Brian and Dianne Bailey Emerson Electric Brian and Dianne Bailey Qualcomm Brian and Dianne Bailey Roche Holdings Brian and Dianne Bailey Intel Corp Brian and Dianne Bailey Bank of America Brian and Dianne Bailey Cisco Brian Bailey Enbridge Energy Partners B. Stock Options in a company or business? Yes No Owner of Stock Option Full Name of Company (Do not use a ticker symbol) Brian Bailey mphoria Holdings, Inc. C. Interests in a non-publicly owned company or business entity (including interests in sole proprietorships, partnerships, limited partnerships, joint ventures, limited liability companies, limited liability partnerships, and closely held corporations)? Yes No If "No", proceed to question 4. Owner of Interest Name of Company or Business Entity Brian Bailey Carmichael Partners LLC Brian Bailey Carmichael Bandwidth LLC Brian Bailey Carmichael Investment Partners LLC Brian Bailey Carousel Capital Company LLC Brian Bailey Carousel Capital Company II, LLC Brian Bailey Carousel Capital Company III, LLC Brian Bailey TCG High Yield Coinvestment LLC Brian Bailey Carmichael Investment Partners II, LLC Brian Bailey Carmichael Investment Partners III, LLC The SEI and any attachments, excluding the Confidential Form, are public records. Page 5 of 15 C (1). For each non-publicly owned company or business entity (the “primary company”) identified in question 3.C above, please list the names of any other companies or business entities in which the primary company owns securities or equity interests valued at over $10,000, if known. Non-Publicly Owned Company or Business Entity (the Primary Company) Other Companies in which the Primary Company Owns Security or Equity Interests None or Not Known Carmichael Partners LLC mphoria Holdings, Inc. Carmichael Bandwidth LLC Bandwidth.com, Inc. Carmichael Investment Partners LLC Bandwidth.com, Inc. Carousel Capital Company LLC Simpson Performance Products Carousel Capital Company II, LLC Visador Holding Corporation, Nestor Sales, Sona Holdings, Soteria Imaging, Crescent Publishing Carousel Capital Company III, LLC AGDATA, Axium Healthcare, Jameson, Brasseler USA, Mergent, Driven Brands, Copac Carmichael Investment Partners II, LLC Bandwidth.com, Inc. Carmichael Investment Partners III, LLC Bandwidth.com, Inc. C (2). If you know that any company or business entity listed in 3.C or 3.C(1) above has any material business dealings or business contracts with the State of North Carolina, or is regulated by the State, provide a brief description of that business activity. Name of Company or Business Entity Description of Business Activity with the State None or Not Known Carousel Capital Company III, LLC NC pension fund is a limited partners in Carousel Capital Partners III, LP (managed by CCC III) 4. As of December 31, 2014, were you, your spouse, or members of your immediate family the beneficiaries of a vested trust with a value of $10,000 or more that was created, established, or controlled by you? Do not list assets held in blind trusts. See 2015 SEI Helpful Tips for the definition of “Vested Trust” and “Blind Trust.” Yes No Name and Address of Trustee Description of the Trust Your Relationship to the Trust The SEI and any attachments, excluding the Confidential Form, are public records. Page 6 of 15 5. As of December 31, 2014, did you, your spouse, or members of your immediate family have liabilities of $10,000 or more, excluding the mortgage on your primary personal residence? Examples include credit card debts, auto loans, student loans, personal loans and intra-family debt. Yes No Name of Debtor (You, Spouse, Immediate Family Member) Type of Creditor (Commercial Bank, Credit Union, Individual, etc.) 6. List each source of income (not specific amounts) of more than $5,000 received by you, your spouse, or members of your immediate family during 2014. Include salary, wages, state/local government retirement, professional fees, honoraria, interest, dividends, rental income, business income, and other types of income required to be reported on your State and federal tax returns. Do not include income received from the following sources: Capital gains Federal government retirement Military retirement Social security income/SSDI Recipient of Income Name of Source Type of Business/Industry Type of Income I had no reportable income over $5,000 in 2014. Brian and Dianne Bailey Charles Schwab Banking Interest and dividends Brian and Dianne Bailey Bank of America/US Trust Banking Interest and dividends Brian Bailey Telecommunications Development Fund Investment fund Ordinary Income Dianne Bailey Robinson Bradshaw & Hinson Law Ordinary Income Brian Bailey Carmichael Partners LLC Investments Ordinary Income Brian Bailey Bluerock Residential Growth REIT, Inc. Real Estate Ordinary Income Brian Bailey Carousel Capital Company III, LLC Investments Ordinary Income Brian Bailey Shurtape Technologies Manufacturing Ordinary Income PROFESSIONAL AND CIVIC RELATIONSHIPS The SEI and any attachments, excluding the Confidential Form, are public records. Page 7 of 15 7(a). During 2014, were you, your spouse or members of your immediate family a director, officer, governing board member, employee, independent contractor, or registered lobbyist of a nonprofit corporation or organization operating in the State of North Carolina primarily for religious, charitable, scientific, literary, public health and safety, or educational purposes? Yes No If "No", proceed to question 8. Do not list State boards or entities, or entities created by a political subdivision of the State. Do not list organizations of which you are a mere member. Name of Person His/Her Position Name of Nonprofit Corporation or Organization Nature of Business or Purpose of Organization Brian Bailey Director Charlotte Research Institute Scientific/Educational Dianne Bailey Director Women's Impact Fund Charitable Dianne Bailey Director Discovery Place Scientific/Educational Dianne Bailey Director Jeff Gordon Children's Foundation Charitable Dianne Bailey Director Mecklenburg Bar Foundation Charitable Brian Bailey Director Charlotte-Mecklenburg Community Foundation Charitable Brian Bailey Member UNC-Chapel Hill Board of Visitors Educational 7(b). If the nonprofit corporations or organizations listed above do business with the State of North Carolina or receive State funds, please provide a brief description of the nature of that business, if known or with which due diligence could reasonably be known. Name of Nonprofit Corporation or Organization Describe State Business or State Funding None or Not Known Charlotte Research Institute UNC-Charlotte UNC-Chapel Hill Board of Visitors UNC-Chapel Hill Please answer the following question as it pertains to the following board/agency: Science and Mathematics Trustees, NC School of 8. During 2014, were you, your spouse, or members of your immediate family a director, officer, or governing board member of any society, organization, or advocacy group with an interest in matters over which your agency or board may have jurisdiction? Yes No Legislator/Judicial Officer - You are not required to complete this question if you are filing because you are a legislator or a judicial officer or you are filing as an appointee to those offices. Do not list organizations of which you are only a member (not serving in a leadership role). Name of Person Name of Society, Organization or Advocacy Group Leadership Position (Director, Officer, Board Member) The SEI and any attachments, excluding the Confidential Form, are public records. Page 8 of 15 9(a). List the name of each company or business with which you were associated where you or a member of your immediate family was an employee, director, officer, partner, proprietor, or member or manager as of Name of Person Relationship to Filer Name of Company Role of Person No Business Associations Dianne Bailey Wife Robinson Bradshaw & Hinson Employee Brian Bailey Self Carmichael Partners LLC Manager Brian Bailey Self Carmichael Bandwidth LLC Manager Brian Bailey Self Carmichael Investment Partners LLC Manager Brian Bailey Self Carousel Capital Company LLC Member Brian Bailey Self Carousel Capital Company II, LLC Member Brian Bailey Self Carousel Capital Company III, LLC Member Brian Bailey Self mphoria Holdings, Inc. Director Brian Bailey Self Telecommunications Development Fund Director Brian Bailey Self Bluerock Residential Growth REIT, Inc. Director Brian Bailey Self Carmichael Investment Partners II LLC Manager Brian Bailey Self Bandwidth.com, Inc. Director Brian Bailey Self Carmichael Investment Partners III LLC Manager Brian Bailey Self Shurtape Technologies Board of Advisors 9(b). If you know that any company or business entity listed in 9(a) above had any material business dealings or business contracts with the State of North Carolina or was regulated by the State as of December 31, 2014, provide a brief description of that business activity. Name of Company or Business Entity Description of Business Activity with the State Not applicable (No entities listed on #9a) No relationship / Not known Carousel Capital Company III, LLC NC pension fund is a limited partner in Carousel Capital Partners III, LP (managed by CCCIII) The SEI and any attachments, excluding the Confidential Form, are public records. Page 9 of 15 10. Are you a practicing attorney? Yes No Judicial Officer/State Attorney If “Yes”, check each category of legal representation in which you or the law firm with which you are affiliated has earned legal fees of more than $10,000 during 2014. Administrative Admiralty Corporate Criminal Decedent’s Estates Environmental Insurance Labor Local Government Real Property Securities Tax Tort litigation (including negligence) Utilities Regulation Other category not listed. 11. During 2014, were you a licensed professional (other than an attorney) or did you provide consulting services individually or as a member of a professional association for which you charged or were paid over $10,000? Yes No Type of Business Nature of Services Rendered Please answer the following question as it pertains to the following board/agency: Science and Mathematics Trustees, NC School of 12. Are you or your employer, your spouse or members of your immediate family, or their employer currently: • Licensed by the State board or employing entity with which you are or will be associated or • Regulated by the State board or employing entity with which you are or will be associated or • Have a business relationship with the State board or employing entity with which you are or will be associated? Yes No Legislator/Judicial Officer - You are not required to complete this question if you are filing because you are a legislator or a judicial officer (“judicial officer” is defined in the SEI Helpful Tips) or you are filing as an appointee to those offices. Name of Person Name of Employer (if applicable) Type of Relationship (Licensing, Regulatory, Business) The SEI and any attachments, excluding the Confidential Form, are public records. Page 10 of 15 13. Are you, your spouse, or a member of your immediate family currently registered as a lobbyist or lobbyist principal or were you registered as such within the 12 months preceding your filing of this form? Yes No Name of Lobbyist Lobbyist’s Principal Date of Registration Registration Expiration OTHER DISCLOSURES 14. During any calendar quarter in 2014 (but only the time period after you were appointed, employed or filed or were nominated as a candidate), did you • receive any gift(s) exceeding $200 per quarter from a person or group of persons acting together, and • when both you and those person(s) were outside North Carolina at the time you accepted the gift(s), and • the gift(s) were given under circumstances that would lead a reasonable person to conclude that they were given for lobbying? Yes No Do not report gifts given by members of your extended family. Do not report gifts that have previously been reported by you to the Department of the Secretary of State on the "Expense Report for Exempted Persons." Date Item Received Name and Address of Donor(s) Describe Item Received Estimated Market Value The SEI and any attachments, excluding the Confidential Form, are public records. Page 11 of 15 Please answer the following question as it pertains to the following board/agency: Science and Mathematics Trustees, NC School of 15. During 2014 (but only the time period after you were appointed, employed, or filed or were nominated as a candidate) did you • accepted a “scholarship” exceeding $200 from a person or group of persons acting together and • those person(s) were outside North Carolina and • the scholarship was related to your public position? A “scholarship” is a grant-in-aid to attend a conference, meeting, or similar event. Yes No Judicial Officer - You are not required to complete this question if you are a judicial officer or you are filing as a judicial officer appointee. Do not report gifts that have previously been reported by you to the Department of the Secretary of State on the “Expense Report for Exempted Persons.” Legislators are not required to report scholarships paid by a nonpartisan legislative organization of which the legislator or the General Assembly is a member or participant or an affiliate of that organization. Date of Scholarship Name and Address of Donor(s) Describe Event Estimated Market Value Please answer the following question as it pertains to the following board/agency: Science and Mathematics Trustees, NC School of 16. Were you appointed or are you being considered for an appointment to a covered board by the Governor or another Council of State member? Council of State members are: • Governor • Lt. Governor • Secretary of State • State Auditor • State Treasurer • Superintendent of Public Instruction • Attorney General • Commissioner of Agriculture • Commissioner of Labor • Commissioner of Insurance Yes No If “Yes”, list all contributions you (NOT immediate family members) made during 2014 with a cumulative total of more than $1,000 to the Governor or other Council of State member who appointed you. Contributions are defined in N.C.G.S. 163-278.6(6) and include, but are not limited to, “any advance, conveyance, deposit, distribution, transfer of funds, loan, payment, gift, pledge or subscription of money or anything of value whatsoever.” Date Amount Contributed to No contribution(s) with a cumulative total of more than $1,000 The SEI and any attachments, excluding the Confidential Form, are public records. Page 12 of 15 Please answer the following question as it pertains to the following board/agency: Science and Mathematics Trustees, NC School of 17. Are you an appointee or prospective appointee to: a. the head of a principal state department (e.g. cabinet secretary) appointed by the Governor; or b. a North Carolina Supreme Court Justice, Court of Appeals, Superior or District Court Judge; or c. a member of any of the following boards: • ABC Commission • Coastal Resources Commission • State Board of Education • State Board of Elections • Division of Employment Security • Environmental Management Commission • Industrial Commission • Human Resources Commission • Rules Review Commission • Board of Transportation • UNC Board of Governors • Utilities Commission • Wildlife Resources Commission Yes No If "No", proceed to question 18. d. If so, were you appointed or are you being considered for appointment to that public position by a Council of State member? Council of State members are listed in question 16. Yes No If "No", proceed to question 18. e. If so, you must indicate whether during 2014 you (not immediate family members) engaged in any of the following activities with respect to or on behalf of the candidate or campaign committee of the Council of State member who appointed you to your public position: i. Collected contributions from multiple contributors, took possession of such multiple contributions, and transferred or delivered those collected contributions to the candidate or committee? Contributions are defined in question 16. Yes No ii. Hosted a fundraiser at your residence or place of business? Yes No iii. Volunteered for campaign-related activities, which include, but are not limited to, phone banks, event assistance, mailings, canvassing, surveying, or any other activity that advances the campaign of a candidate? Yes No 18. Have you ever been convicted of a felony for which you have not received either: (i) a pardon of innocence; or (ii) an order of expungement regarding that conviction? Yes No Offense Date of Conviction County of Conviction State of Conviction The SEI and any attachments, excluding the Confidential Form, are public records. Page 13 of 15 19. Are you aware of any other information that you believe may assist the State Ethics Commission in advising you concerning your compliance with the State Government Ethics Act? Yes No If yes, please provide such information below. AFFIRMATION I affirm that the information provided in this Statement of Economic Interest and any attachments hereto are true, complete, and accurate to the best of my knowledge and belief. I also certify that I have not transferred, and will not transfer, any asset, interest, or property for the purpose of concealing it from disclosure while retaining an equitable interest. I understand that my Statement of Economic Interest and any attachments or supplements thereto (with the exception of the Confidential Form regarding Unemancipated Children) are public record. I acknowledge that I have read and understand N.C.G.S. 138A-26 regarding concealing or failing to disclose material information and N.C.G.S. 138A-27 regarding providing false information: § 138A-26. Concealing or failing to disclose material information. A filing person who knowingly conceals or knowingly fails to disclose information that is required to be disclosed on a statement of economic interest under this Article shall be guilty of a Class 1 misdemeanor and shall be subject to disciplinary action under G.S. 138A-45. § 138A-27. Penalty for false information. A filing person who provides false information on a statement of economic interest as required under this Article knowing that the information is false is guilty of a Class H felony and shall be subject to disciplinary action under G.S. 138A-45. I Agree. It is my intention that this check box constitutes my electronic signature. By checking this box I certify that the information provided in this Statement of Economic Interest and any attachments hereto are true, complete, and accurate to the best of my knowledge and belief. Brian David Bailey **Notarization is no longer required** Printed Name Filed Electronically 3/25/2015 Signature Date The SEI and any attachments, excluding the Confidential Form, are public records. Page 14 of 15 The SEI and any attachments, excluding the Confidential Form, are public records. Page 15 of 15