Explanatory Note
This Amendment No. 3 to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by the Reporting Persons on March 8, 2017, Amendment No. 1 filed by the Reporting Persons on March 23, 2017, and Amendment No. 2 filed by the Reporting Persons on May 4, 2017 (as amended, the
Original Schedule 13D
, and together with this Amendment No. 3, the
Schedule 13D
). Terms defined in the Original Schedule 13D are used herein as so defined.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended to add the following:
Between May 18, 2017 and May 23, 2017, the Purchasers purchased an aggregate of 1,847,262 shares of Common Stock in the open market for an aggregate purchase price of approximately $2,178,742.07, including brokerage commissions. The purchase of such shares of Common Stock in the open market was financed with cash on hand from contributions of partners of the Purchasers. Below is a table identifying each purchase made during that period:
Date of Transaction
|
|
Ares Investment Vehicle
|
|
Shares Purchased
|
|
Price per Share(*)
|
|
Aggregate Purchase
Price
|
|
May 18, 2017
|
|
AF V Energy I AIV A1 L.P.
|
|
20,340
|
|
$
|
1.1117
|
|
$
|
22,611.98
|
|
May 18, 2017
|
|
AF V Energy I AIV A2 L.P.
|
|
20,157
|
|
$
|
1.1117
|
|
$
|
22,408.54
|
|
May 18, 2017
|
|
AF V Energy I AIV A3 L.P.
|
|
20,181
|
|
$
|
1.1117
|
|
$
|
22,435.22
|
|
May 18, 2017
|
|
AF V Energy I AIV A4 L.P.
|
|
20,288
|
|
$
|
1.1117
|
|
$
|
22,554.17
|
|
May 18, 2017
|
|
AF V Energy I AIV A5 L.P.
|
|
20,392
|
|
$
|
1.1117
|
|
$
|
22,669.79
|
|
May 18, 2017
|
|
AF V Energy I AIV A6 L.P.
|
|
20,264
|
|
$
|
1.1117
|
|
$
|
22,527.49
|
|
May 18, 2017
|
|
AF V Energy I AIV A7 L.P.
|
|
19,818
|
|
$
|
1.1117
|
|
$
|
22,031.82
|
|
May 18, 2017
|
|
AF V Energy I AIV A8 L.P.
|
|
20,079
|
|
$
|
1.1117
|
|
$
|
22,321.82
|
|
May 18, 2017
|
|
AF V Energy I AIV A9 L.P.
|
|
20,340
|
|
$
|
1.1117
|
|
$
|
22,611.98
|
|
May 18, 2017
|
|
AF V Energy I AIV A10 L.P.
|
|
20,340
|
|
$
|
1.1117
|
|
$
|
22,611.98
|
|
May 18, 2017
|
|
AF V Energy I AIV A11 L.P.
|
|
20,079
|
|
$
|
1.1117
|
|
$
|
22,321.82
|
|
May 18, 2017
|
|
AF V Energy I AIV A12 L.P.
|
|
19,818
|
|
$
|
1.1117
|
|
$
|
22,031.67
|
|
May 18, 2017
|
|
AF V Energy I AIV A13 L.P.
|
|
23,886
|
|
$
|
1.1117
|
|
$
|
26,554.07
|
|
May 18, 2017
|
|
AF V Energy I AIV B1 L.P.
|
|
143,422
|
|
$
|
1.1117
|
|
$
|
159,442.24
|
|
May 19, 2017
|
|
AF V Energy I AIV A1 L.P.
|
|
20,340
|
|
$
|
1.1644
|
|
$
|
23,683.90
|
|
May 19, 2017
|
|
AF V Energy I AIV A2 L.P.
|
|
20,157
|
|
$
|
1.1644
|
|
$
|
23,470.81
|
|
May 19, 2017
|
|
AF V Energy I AIV A3 L.P.
|
|
20,181
|
|
$
|
1.1644
|
|
$
|
23,498.76
|
|
May 19, 2017
|
|
AF V Energy I AIV A4 L.P.
|
|
20,288
|
|
$
|
1.1644
|
|
$
|
23,623.35
|
|
11
May 19, 2017
|
|
AF V Energy I AIV A5 L.P.
|
|
20,392
|
|
$
|
1.1644
|
|
$
|
23,744.44
|
|
May 19, 2017
|
|
AF V Energy I AIV A6 L.P.
|
|
20,264
|
|
$
|
1.1644
|
|
$
|
23,595.40
|
|
May 19, 2017
|
|
AF V Energy I AIV A7 L.P.
|
|
19,818
|
|
$
|
1.1644
|
|
$
|
23,076.08
|
|
May 19, 2017
|
|
AF V Energy I AIV A8 L.P.
|
|
20,079
|
|
$
|
1.1644
|
|
$
|
23,379.99
|
|
May 19, 2017
|
|
AF V Energy I AIV A9 L.P.
|
|
20,340
|
|
$
|
1.1644
|
|
$
|
23,683.90
|
|
May 19, 2017
|
|
AF V Energy I AIV A10 L.P.
|
|
20,340
|
|
$
|
1.1644
|
|
$
|
23,683.90
|
|
May 19, 2017
|
|
AF V Energy I AIV A11 L.P.
|
|
20,079
|
|
$
|
1.1644
|
|
$
|
23,379.99
|
|
May 19, 2017
|
|
AF V Energy I AIV A12 L.P.
|
|
19,818
|
|
$
|
1.1644
|
|
$
|
23,076.08
|
|
May 19, 2017
|
|
AF V Energy I AIV A13 L.P.
|
|
23,886
|
|
$
|
1.1644
|
|
$
|
27,812.86
|
|
May 19, 2017
|
|
AF V Energy I AIV B1 L.P.
|
|
143,422
|
|
$
|
1.1644
|
|
$
|
167,000.58
|
|
May 22, 2017
|
|
AF V Energy I AIV A1 L.P.
|
|
25,548
|
|
$
|
1.1959
|
|
$
|
30,552.85
|
|
May 22, 2017
|
|
AF V Energy I AIV A2 L.P.
|
|
25,318
|
|
$
|
1.1959
|
|
$
|
30,277.80
|
|
May 22, 2017
|
|
AF V Energy I AIV A3 L.P.
|
|
25,348
|
|
$
|
1.1959
|
|
$
|
30,313.67
|
|
May 22, 2017
|
|
AF V Energy I AIV A4 L.P.
|
|
25,482
|
|
$
|
1.1959
|
|
$
|
30,473.92
|
|
May 22, 2017
|
|
AF V Energy I AIV A5 L.P.
|
|
25,613
|
|
$
|
1.1959
|
|
$
|
30,630.59
|
|
May 22, 2017
|
|
AF V Energy I AIV A6 L.P.
|
|
25,453
|
|
$
|
1.1959
|
|
$
|
30,439.24
|
|
May 22, 2017
|
|
AF V Energy I AIV A7 L.P.
|
|
24,892
|
|
$
|
1.1959
|
|
$
|
29,768.34
|
|
May 22, 2017
|
|
AF V Energy I AIV A8 L.P.
|
|
25,220
|
|
$
|
1.1959
|
|
$
|
30,160.60
|
|
May 22, 2017
|
|
AF V Energy I AIV A9 L.P.
|
|
25,548
|
|
$
|
1.1959
|
|
$
|
30,552.85
|
|
May 22, 2017
|
|
AF V Energy I AIV A10 L.P.
|
|
25,548
|
|
$
|
1.1959
|
|
$
|
30,552.85
|
|
May 22, 2017
|
|
AF V Energy I AIV A11 L.P.
|
|
25,220
|
|
$
|
1.1959
|
|
$
|
30,160.60
|
|
May 22, 2017
|
|
AF V Energy I AIV A12 L.P.
|
|
24,892
|
|
$
|
1.1959
|
|
$
|
29,768.34
|
|
May 22, 2017
|
|
AF V Energy I AIV A13 L.P.
|
|
30,002
|
|
$
|
1.1959
|
|
$
|
35,879.39
|
|
May 22, 2017
|
|
AF V Energy I AIV B1 L.P.
|
|
180,143
|
|
$
|
1.1959
|
|
$
|
215,433.01
|
|
May 23, 2017
|
|
AF V Energy I AIV A1 L.P.
|
|
25,548
|
|
$
|
1.2289
|
|
$
|
31,395.94
|
|
May 23, 2017
|
|
AF V Energy I AIV A2 L.P.
|
|
25,318
|
|
$
|
1.2289
|
|
$
|
31,113.29
|
|
May 23, 2017
|
|
AF V Energy I AIV A3 L.P.
|
|
25,348
|
|
$
|
1.2289
|
|
$
|
31,150.16
|
|
May 23, 2017
|
|
AF V Energy I AIV A4 L.P.
|
|
25,482
|
|
$
|
1.2289
|
|
$
|
31,314.83
|
|
May 23, 2017
|
|
AF V Energy I AIV A5 L.P.
|
|
25,613
|
|
$
|
1.2289
|
|
$
|
31,475.82
|
|
May 23, 2017
|
|
AF V Energy I AIV A6 L.P.
|
|
25,453
|
|
$
|
1.2289
|
|
$
|
31,279.19
|
|
May 23, 2017
|
|
AF V Energy I AIV A7 L.P.
|
|
24,892
|
|
$
|
1.2289
|
|
$
|
30,589.78
|
|
May 23, 2017
|
|
AF V Energy I AIV A8 L.P.
|
|
25,220
|
|
$
|
1.2289
|
|
$
|
30,992.86
|
|
May 23, 2017
|
|
AF V Energy I AIV A9 L.P.
|
|
25,548
|
|
$
|
1.2289
|
|
$
|
31,395.94
|
|
May 23, 2017
|
|
AF V Energy I AIV A10 L.P.
|
|
25,548
|
|
$
|
1.2289
|
|
$
|
31,395.94
|
|
May 23, 2017
|
|
AF V Energy I AIV A11 L.P.
|
|
25,220
|
|
$
|
1.2289
|
|
$
|
30,992.86
|
|
May 23, 2017
|
|
AF V Energy I AIV A12 L.P.
|
|
24,892
|
|
$
|
1.2289
|
|
$
|
30,589.78
|
|
May 23, 2017
|
|
AF V Energy I AIV A13 L.P.
|
|
30,002
|
|
$
|
1.2289
|
|
$
|
36,869.46
|
|
May 23, 2017
|
|
AF V Energy I AIV B1 L.P.
|
|
180,143
|
|
$
|
1.2289
|
|
$
|
221,377.73
|
|
*The price per share of Common Stock reported in the table above is a weighted average price. The shares of Common Stock were purchased in multiple transactions at prices ranging from: $1.07 to $1.14, inclusive (May 18, 2017), $1.13 to $1.19, inclusive (May 19, 2017), $1.14 to $1.24, inclusive (May 22, 2017), and $1.20 to $1.26, inclusive (May 23, 2017). The undersigned undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the table above.
12
Item 5.
Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a)
Aggregate number and percentage of securities
.
ACOF Investment Management LLC manages the following investment vehicles (the
Purchasers
) that, pursuant to the terms of the Securities Purchase Agreement, the Second Securities Purchase Agreement, upon the Requisite Stockholder Approval, and through open market purchases, acquired (i) an aggregate of 56,712,088 shares of Common Stock and (ii) Convertible Notes convertible into an aggregate of 73,520,769 shares of Common Stock, in the individual amounts below:
Ares Investment Vehicle
|
|
Common Stock
|
|
Convertible Note
Shares
|
|
AF V Energy I AIV A1 L.P.
|
|
2,817,506
|
|
3,652,512
|
|
AF V Energy I AIV A2 L.P.
|
|
2,792,028
|
|
3,619,484
|
|
AF V Energy I AIV A3 L.P.
|
|
2,795,856
|
|
3,624,461
|
|
AF V Energy I AIV A4 L.P.
|
|
2,810,129
|
|
3,643,011
|
|
AF V Energy I AIV A5 L.P.
|
|
2,824,880
|
|
3,662,013
|
|
AF V Energy I AIV A6 L.P.
|
|
2,806,979
|
|
3,638,939
|
|
AF V Energy I AIV A7 L.P.
|
|
2,745,103
|
|
3,558,858
|
|
AF V Energy I AIV A8 L.P.
|
|
2,781,304
|
|
3,605,911
|
|
AF V Energy I AIV A9 L.P.
|
|
2,817,506
|
|
3,652,512
|
|
AF V Energy I AIV A10 L.P.
|
|
2,817,506
|
|
3,652,512
|
|
AF V Energy I AIV A11 L.P.
|
|
2,781,304
|
|
3,605,911
|
|
AF V Energy I AIV A12 L.P.
|
|
2,745,781
|
|
3,559,310
|
|
AF V Energy I AIV A13 L.P.
|
|
3,308,876
|
|
4,289,540
|
|
AF V Energy I AIV B1 L.P.
|
|
19,867,330
|
|
25,755,795
|
|
TOTAL:
|
|
56,712,088
|
|
73,520,769
|
|
The shares of Common Stock together with the shares of Common Stock issuable upon conversion of the Convertible Notes held by AF V Energy I AIV B1, L.P., represent approximately 19.2% of the shares of Common Stock outstanding after giving effect to the conversion of such Convertible Notes. None of the other Purchasers hold shares of Common Stock and Convertible Notes representing 5.0% or more of the outstanding shares of Common Stock after giving effect to the conversion of such Convertible Notes. Each of the Reporting Persons, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the shares of Common Stock reported on the cover pages to this Schedule 13D for such Reporting Person.
See also items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons. The beneficial ownership disclosed on the cover pages of this Schedule 13D includes shares of Common Stock that may be issued upon the conversion of the Convertible Notes, and reflects 52,910 shares held by Nathan Walton, which represents shares granted to Mr. Walton in his capacity as a director of the Issuer. Pursuant to the policies of the Reporting Persons, Mr. Walton holds these securities as a nominee on behalf of, and for the sole benefit of, the Reporting Persons and has assigned to Ares Management LLC all economic, pecuniary and voting rights in respect of such securities. The ownership percentages reported in this Schedule 13D are based on an aggregate of 211,903,583 shares of Common Stock outstanding as of May 8, 2017 as reported in the Issuers Quarterly Report on Form 10-Q filed on May 10, 2017.
(b)
Power to vote and dispose.
See items 7 through 10 of the cover pages to, and Item 2 of, this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition. The beneficial ownership disclosed on the cover pages of this Schedule 13D includes shares of Common Stock that may be issued upon the conversion of the Convertible Notes, as described in Item 5(a) above, and reflects 52,910 shares held by Nathan Walton, which represents shares granted to Mr. Walton in his capacity as a director of the Issuer. Pursuant to the policies of the Reporting Persons, Mr. Walton holds these securities as a nominee on behalf of, and for the sole benefit of, the Reporting Persons and has assigned to Ares Management LLC all economic, pecuniary and voting rights in respect of such securities.
13
(c)
Transactions within the past 60 days.
Except for the information set forth in this Schedule 13D, including in Items 3, 4 and 6, which is incorporated herein by reference, none of the Reporting Persons has effected any transaction related to the Common Stock during the past 60 days.
(d)
Certain rights of other persons.
Except as described in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this statement.
(e)
Date ceased to be a 5% owner.
Not applicable.
14