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CUSIP No. 45885A300
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Item 1. Security and Issuer
This Schedule relates to the common stock of Internap Corporation, a Delaware
corporation ("Issuer"), which has its principal executive offices at One Ravinia
Drive, Suite 1300, Atlanta, Georgia, 30346. Unless the context otherwise
requires, references herein to "Securities" or "Shares" are to such common stock
of the Issuer.
Item 2. Identity and Background
This Schedule 13D ("Schedule") is being filed on behalf of Avenir Corporation
("Avenir"), a Virginia corporation, Peter C. Keefe and James H. Rooney (Messrs.
Keefe and Rooney along with Avenir are "Reporting Persons") and amends the
Schedule 13D filed on February 10, 2017.
Avenir is an investment adviser registered under the Investment Advisers Act of
1940, as amended ("Advisers Act").
Messrs. Keefe and Rooney are portfolio managers and shareholders of Avenir.
The business address of the Reporting Persons is 1775 Pennsylvania Ave NW,
Suite 650, Washington, DC 20006.
Item 3. Source and Amount of Funds or Other Consideration.
The Securities of the Issuer were primarily acquired on behalf of the
investment advisory clients of Avenir under sole or shared discretionary
authority granted Avenir. In addition, Avenir and/or its principal officers
and employees purchased Shares in the Issuer for their personal accounts. The
aggregate amount of funds used to purchase the Securities reported in this
filing totaled approximately $24,642,104. In addition, none of the proceeds
used to purchase the Securities were expressly provided through borrowings,
though certain accounts managed by Avenir may carry margin balances from time
to time.
Item 4. Purpose of Transaction
Reporting Persons acquired the shares for investment purposes. Over time, the
Reporting Persons may seek to purchase additional shares or dispose of shares
as part of its ongoing portfolio management process. The Reporting Persons
reserve the right to be in contact with members of the Issuer's management,
the members of the Issuer's Board of Directors, other significant shareholders
and others regarding alternatives that the Issuer could employ to increase
shareholder value. In addition, the Reporting Persons may be in contact with
members of the Issuer's management, the members of the Issuer's Board of
Directors, other significant shareholders and others regarding the Reporting
Person's views on the long-term prospects of the Issuer. Except as set forth
below, the Reporting Persons have no plans or proposals relating to the
actions described in subsection (a) through (j) of Item 4 of Schedule 13D.
On February 14, 2017 the Reporting Persons sent a letter to the Issuer's
Board of Directors addressing the capital raising alternatives presented in
the Form S-3 registration statement filed by the Issuer on December 22, 2016.
The Reporting Persons expressed in the letter their preference that the
Issuer's Board consider a rights offering.
As disclosed in Item 5 below, on February 22, 2017 the Reporting Persons
participated in the Issuer's private placement of common equity.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 8,075,800 shares of the common stock of the Issuer,
constituting approximately 9.97% of the 81,019,211 shares outstanding.
(b) The Reporting Persons generally have shared power to dispose of
or to direct the disposition of the Securities held for discretionary accounts
of its investment clients, and may be granted the shared power to vote or
direct the vote of such Securities; such powers may be retained by or shared
with the respective clients for shared or non-discretionary accounts, for
which Avenir generally makes recommendations with respect thereto.
(c) All purchase or sale transactions in the Securities for the past
60 days are on Schedule A.
(d) The investment advisory clients of Avenir have the sole right to
receive and, subject to notice, to withdraw the proceeds from the sale of the
Securities, and the sole power to direct the receipt of dividends from any of
the Securities held for their respective accounts. Such clients may also
terminate the investment advisory agreements without penalty upon appropriate
notice.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The powers of disposition with respect to Securities owned by discretionary
private accounts of Avenir are established in written investment advisory
agreements between clients and Avenir, which are entered into in the normal
and usual course of the business of Avenir as a registered investment advisor
and which are generally applicable to all securities purchased for the benefit
of each such discretionary private account. There are no special or different
agreements relating to the Securities of the Issuer.
The written investment advisory agreements with clients do not contain
provisions relating to borrowing of funds to finance the acquisition of the
Securities, acquisition of control, transfer of securities, joint ventures,
or any of the other transactions listed in the instructions to Item 7 of
Schedule 13D other than voting of proxies. In connection with voting, Avenir
may be allowed or directed to vote the proxies received by accounts classified
as "discretionary" or "shared" accounts; such authority is generally retained
by the clients for accounts classified as "non-discretionary".
Item 7. Material to be Filed as an Exhibit
Exhibit A: Agreement between the Reporting Persons to File Jointly
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