CUSIP No. 91822J 10 3
Item
3 Source and Amount of Funds or Other Consideration
.
Item 3 is amended and supplemented as follows:
The Fund purchased the shares of Common Stock described in Item 5(c) using funds from working capital.
Item 4 Purpose of Transaction
.
Item 4 of the
Schedule 13D is hereby amended and restated as follows:
Except with respect to the Credit Fund, the Reporting Persons have purchased
shares of Common Stock of the Issuer in private placement and open market transactions that were in the ordinary course of business. The Credit Fund received the Warrants from the Issuer in connection with a loan made by the Credit Fund to a
subsidiary of the Issuer. Additionally, the Credit Fund had previously received Warrants from the Issuer in connection with a loan made by the Credit Fund to a subsidiary of the Issuer. The shares of Common Stock and the Warrants are held for
investment purposes.
Each Reporting Person expects to continuously review such persons investment in the Issuer and, depending on
various factors including but not limited to, the price of the shares of Common Stock, the terms and conditions of the transaction, prevailing market conditions and such other considerations as such Reporting Person deems relevant, may at any time
or from time to time, and subject to any required regulatory approvals, acquire additional shares of Common Stock, preferred stock or other securities convertible into or exercisable or exchangeable for Common Stock from time to time on the open
market, in privately- negotiated transactions, directly from the Issuer, or upon the exercise or conversion of securities convertible into or exercisable or exchangeable for Common Stock.
Each Reporting Person also may, at any time, subject to compliance with applicable securities laws and regulatory requirements dispose or
distribute some or all of its of his Common Stock or such other securities as it or he owns or may subsequently acquire depending on various factors, including but not limited to, the price of the shares, the terms and conditions of the transaction
and prevailing market conditions, as well as the liquidity and diversification objectives.
Consistent with their investment intent, each
Reporting Person may from time to time discuss with the Issuers management, directors, other shareholders and others, the Issuers performance, business, strategic direction, capital structure, product development program, prospects and
management, as well as various ways of maximizing stockholder value, which may or may not include extraordinary transactions. Furthermore, the Credit Fund is a lender to the Issuer.
Except as indicated herein, no Reporting Person, as a stockholder of the Issuer, has any plans or proposals that relates or would result in any
of the transactions or other matters specified in clauses (a) though (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider its or his position and/or change its or his purpose and/or
formulate plans or proposals with respect thereto.
Item
5 Interest in Securities of the Issuer
.
Item 5 is amended and supplemented as follows:
(a)-(b) The information required by this item with respect to each Reporting Person is set forth in Rows 7 through 11 and 13 of each cover page
to this Schedule 13D. The ownership percentages reported are based on 97,661,887 outstanding shares of Common Stock as reported by the Issuer in its Form
10-Q
filed on May 1, 2019.
The Fund directly holds 25,951,556 shares of Common Stock. The Credit Fund directly holds 2,068,824 warrants each exercisable for one share of
Common Stock. The Investment Manager serves as the investment manager to the Fund and the Credit Fund and may be deemed to beneficially own the securities directly held by the Fund and the Credit Fund. Mr. Edelman is the managing member of the
Investment Manager and may be deemed to beneficially own the securities directly held by the Master Fund and the Credit Fund.
(c) Schedule
A to this Amendment No. 4 to Schedule 13D sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any Reporting Person.
(d)-(e) Not applicable