(Amendment No. 2)
1
Owen S. Littman, Esq.
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
).
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1
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NAME OF REPORTING PERSON
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Cowen Investments LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,615,203 (1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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3,615,203 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,615,203 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.9%
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14
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TYPE OF REPORTING PERSON
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OO
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__________
(1) Consists of (i) 1,691,666 shares of Common Stock and (ii) 1,923,537
shares of Common Stock underlying IPO Warrants.
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1
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NAME OF REPORTING PERSON
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RCG LV Pearl LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,615,203 (1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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3,615,203 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,615,203 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.9%
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14
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TYPE OF REPORTING PERSON
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OO
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__________
(1) Consists of (i) 1,691,666 shares of Common Stock and (ii) 1,923,537
shares of Common Stock underlying IPO Warrants.
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1
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NAME OF REPORTING PERSON
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Cowen Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,615,203 (1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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3,615,203 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,615,203 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.9%
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14
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TYPE OF REPORTING PERSON
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CO
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__________
(1) Consists of (i) 1,691,666 shares of Common Stock and (ii) 1,923,537
shares of Common Stock underlying IPO Warrants.
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1
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NAME OF REPORTING PERSON
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Peter A. Cohen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,615,203 (1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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3,615,203 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,615,203 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.9%
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14
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TYPE OF REPORTING PERSON
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IN
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__________
(1) Consists of (i) 1,691,666 shares of Common Stock and (ii) 1,923,537
shares of Common Stock underlying IPO Warrants.
The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended
and restated to read as follows:
(a) This
statement is filed by Cowen Investments LLC, a Delaware limited liability company (“Cowen Investments”), RCG LV Pearl
LLC, a Delaware limited liability company (“RCG”), Cowen Inc. (formerly known as Cowen Group, Inc.), a Delaware corporation
(“Cowen Inc.”), and Peter A. Cohen. Each of the foregoing is referred to as a “Reporting Person” and collectively
as the “Reporting Persons.”
RCG is the sole member
of Cowen Investments. Cowen Inc. is the sole member of RCG. Peter A. Cohen is the Chairman and Chief Executive Officer of Cowen
Inc. By virtue of these relationships, each of RCG, Cowen Inc. and Peter A. Cohen may be deemed to beneficially own the Shares
directly beneficially owned by Cowen Investments.
Set forth on
Schedule
A
annexed hereto (“
Schedule A
”) is the name and present principal business, occupation or employment and
the name, principal business and address of any corporation or other organization in which such employment is conducted of the
executive officers and directors of RCG and Cowen Inc. To the best of the Reporting Persons’ knowledge, except as otherwise
set forth herein, none of the persons listed on
Schedule A
beneficially owns any securities of the Issuer or is a party
to any contract, agreement or understanding required to be disclosed herein.
(b) The
address of the principal office of each of Cowen Investments, RCG, Cowen Inc. and Peter A. Cohen is 599 Lexington Avenue, New York,
New York 10022.
(c) Cowen
Inc. is a publicly traded diversified financial services firm. The principal business of Cowen Investments is investing in securities.
The principal business of RCG is serving as a holding company. The principal occupation of Peter A. Cohen is serving as the Chairman
and Chief Executive Officer of Cowen Inc.
(d) No
Reporting Person nor any person listed on
Schedule A
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person nor any person listed on
Schedule A
has, during the last five years, been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Cowen
Investments is organized under the laws of the State of Delaware. RCG is organized under the laws of the State of Delaware. Cowen
Inc. is organized under the laws of the State of Delaware. Peter A. Cohen is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended
and restated to read as follows:
The securities of
the Issuer owned by Cowen Investments were acquired with working capital (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business). The aggregate cost of the 1,691,666 Shares owned directly by Cowen Investments
is $3,444,000. The aggregate cost of the warrants, exercisable into a total of 1,923,537 Shares, owned directly by Cowen Investments
is $826,875.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby amended
to add the following:
Peter A. Cohen is
no longer a director of the Issuer.
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a) - (c) are
hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 16,480,574 Shares outstanding as of June
23, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Form 8-K filed with the Securities
and Exchange Commission on June 23, 2017 plus (i) 393,750 Shares acquired by the Reporting Persons through the exercise of the
Series A-2 Warrants and Series A-3 Warrants and (ii) 1,923,537 Shares underlying IPO Warrants.
As of the close of
business on the date hereof, Cowen Investments directly beneficially owned 3,615,203 Shares, consisting of (i) 1,691,666 Shares
owned directly and (ii) 1,923,537 Shares underlying IPO Warrants, representing in the aggregate approximately 21.9% of the Shares
outstanding. The IPO Warrants directly owned by Cowen Investments are all exercisable within 60 days of the date hereof. By virtue
of their relationships with Cowen Investments discussed in further detail in Item 2, each of RCG, Cowen Inc. and Peter A. Cohen
may be deemed to beneficially own the securities of the Issuer directly owned by Cowen Investments.
Each of the Reporting
Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer
owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons
are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not
directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported
herein that he or it does not directly own.
(b) Cowen
Investments may be deemed to share with RCG, Cowen Inc. and Peter A. Cohen the power to vote and dispose of the Shares directly
beneficially owned by Cowen Investments.
(c) On
June 29, 2017, Cowen Investments exercised its (i) Series A-2 Warrants into 328,125 Shares at an exercise price of $0.08 per Share
and (ii) Series A-3 Warrants into 65,625 Shares at an exercise price of $0.08 per Share.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
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Item 6 is
hereby amended to add the following:
Cowen Investments
no longer owns Series A-2 Warrants or Series A-3 Warrants as a result of the exercise of such warrants as described in Item 5(c)
above.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 30, 2017
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Cowen Investments LLC
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By:
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RCG LV Pearl LLC, its sole member
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By:
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Cowen Inc., its sole member
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By:
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/s/ Owen S. Littman
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Name:
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Owen S. Littman
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Title:
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General Counsel
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RCG LV Pearl LLC
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By:
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Cowen Inc., its sole member
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By:
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/s/ Owen S. Littman
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Name:
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Owen S. Littman
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Title:
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General Counsel
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Cowen Inc.
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By:
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/s/ Owen S. Littman
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Name:
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Owen S. Littman
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Title:
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General Counsel
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/s/ Peter A. Cohen
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Peter A. Cohen
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SCHEDULE A
Executive Officers of RCG LV Pearl
LLC
Name and Position
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Present Principal Occupation
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Business Address
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Peter A. Cohen,
Chief Executive Officer
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Chairman and Chief Executive Officer of Cowen Inc., a publicly traded diversified financial services firm
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599 Lexington Avenue
New York, New York 10022
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Jeffrey M. Solomon,
President
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President of Cowen Inc., a publicly traded diversified financial services firm, and Chief Executive Officer of Cowen and Company, LLC, a registered broker-dealer
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599 Lexington Avenue
New York, New York 10022
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John Holmes,
Chief Operating Officer
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Chief Operating Officer of Cowen Inc., a publicly traded diversified financial services firm
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599 Lexington Avenue
New York, New York 10022
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Stephen A. Lasota,
Chief Financial Officer
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Chief Financial Officer of Cowen Inc., a publicly traded diversified financial services firm
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599 Lexington Avenue
New York, New York 10022
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Owen S. Littman,
General Counsel and Secretary
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General Counsel and Secretary of Cowen Inc., a publicly traded diversified financial services firm
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599 Lexington Avenue
New York, New York 10022
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Executive Officers and Directors
of Cowen Inc.
Name and Position
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Present Principal Occupation
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Business Address
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Peter A. Cohen,
Chairman and Chief Executive Officer
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Chairman and Chief Executive Officer of Cowen Inc., a publicly traded diversified financial services firm
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599 Lexington Avenue
New York, New York 10022
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John Holmes,
Chief Operating Officer
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Chief Operating Officer of Cowen Inc., a publicly traded diversified financial services firm
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599 Lexington Avenue
New York, New York 10022
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Stephen A. Lasota,
Chief Financial Officer
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Chief Financial Officer of Cowen Inc., a publicly traded diversified financial services firm
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599 Lexington Avenue
New York, New York 10022
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Owen S. Littman,
General Counsel and Secretary
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General Counsel and Secretary of Cowen Inc., a publicly traded diversified financial services firm
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599 Lexington Avenue
New York, New York 10022
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Katherine Elizabeth Dietze,
Director
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Director of Cowen Inc., a publicly traded
diversified financial services firm
Director of Matthews International Corporation,
a publicly traded designer, manufacturer and marketer of memorialization products and brand solutions
Member of the Board of Trustees of Liberty
Property Trust, a publicly traded, self-administered and self-managed Maryland real estate investment trust
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599 Lexington Avenue
New York, New York 10022
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Steven Kotler,
Director
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Vice Chairman of Gilbert Global Equity Partners, a private equity firm
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277 Park Avenue, 49
th
Floor
New York, New York 10172
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Jerome S. Markowitz,
Lead Independent Director
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Director of Cowen Inc., a publicly traded diversified financial services firm
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599 Lexington Avenue
New York, New York 10022
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Jack H. Nusbaum,
Director
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Senior Partner of Willkie Farr & Gallagher LLP, a law firm
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787 Seventh Avenue
New York, New York 10019
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Douglas A. Rediker,
Director
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Executive Chairman of International Capital Strategies, LLC, a policy and markets advisory boutique
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1701 Pennsylvania Avenue, NW,
Suite 300
Washington, DC 20006
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Jeffrey M. Solomon,
Director
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President of Cowen Inc., a publicly traded diversified financial services firm, and Chief Executive Officer of Cowen and Company, LLC, a registered broker-dealer
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599 Lexington Avenue
New York, New York 10022
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Joseph R. Wright,
Director
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Senior Advisor to The Chart Group, L.P., a merchant banking firm
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555 5
th
Avenue, 19
th
Floor
New York, New York 10017
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