Todd E. Molz
ANDREW M. FREEDMAN, 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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Oaktree Optical Holdings, L.P.
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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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OO (See Item 3)
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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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24,175,384
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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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None
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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24,175,384
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10
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SHARED DISPOSITIVE POWER
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None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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24,175,384
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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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13.2%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Oaktree Fund GP, 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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Not applicable
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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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|
24,175,384 (1)
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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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None
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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24,175,384 (1)
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10
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SHARED DISPOSITIVE POWER
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None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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24,175,384 (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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13.2%
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14
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TYPE OF REPORTING PERSON
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OO
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_________________
(1)
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Solely in its capacity as the general partner of Oaktree Optical Holdings, L.P.
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1
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NAME OF REPORTING PERSON
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Oaktree Fund GP I, L.P.
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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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Not applicable
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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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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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|
|
|
24,175,384 (1)
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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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|
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REPORTING
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None
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PERSON WITH
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9
|
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SOLE DISPOSITIVE POWER
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24,175,384 (1)
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10
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SHARED DISPOSITIVE POWER
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|
|
|
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|
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None
|
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
24,175,384 (1)
|
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|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
13.2%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
_________________
(1)
|
Solely in its capacity as the managing member of Oaktree Fund GP, LLC.
|
|
|
|
|
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|
|
|
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1
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NAME OF REPORTING PERSON
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Oaktree Capital I, L.P.
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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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Not applicable
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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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
Delaware
|
|
NUMBER OF
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
24,175,384 (1)
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
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EACH
|
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|
|
|
|
REPORTING
|
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|
|
|
None
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
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|
|
|
|
|
|
|
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|
24,175,384 (1)
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|
10
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SHARED DISPOSITIVE POWER
|
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|
|
|
|
|
|
|
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|
None
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
24,175,384 (1)
|
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|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
|
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|
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|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
13.2%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
_________________
(1)
|
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
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|
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1
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NAME OF REPORTING PERSON
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OCM Holdings I, LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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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|
Not applicable
|
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|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
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|
Delaware
|
|
NUMBER OF
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
24,175,384 (1)
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
None
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
24,175,384 (1)
|
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|
|
10
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
24,175,384 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
13.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
_________________
(1)
|
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
1
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NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Oaktree Holdings, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
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SEC USE ONLY
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
Not applicable
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
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|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
24,175,384 (1)
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
None
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
24,175,384 (1)
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
24,175,384 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
13.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
_________________
(1)
|
Solely in its capacity as the managing member of OCM Holdings I, LLC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Oaktree Capital Group, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
Not applicable
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
24,175,384 (1)
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
None
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
24,175,384 (1)
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
24,175,384 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
13.2%
|
|
|
14
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|
TYPE OF REPORTING PERSON
|
|
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|
|
|
|
|
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|
OO
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|
_________________
(1)
|
Solely in its capacity as the managing member of Oaktree Holdings, LLC
|
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1
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|
NAME OF REPORTING PERSON
|
|
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|
Oaktree Capital Group Holdings GP, LLC
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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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Not applicable
|
|
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
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BENEFICIALLY
|
|
|
|
|
24,175,384 (1)
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
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REPORTING
|
|
|
|
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None
|
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PERSON WITH
|
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9
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SOLE DISPOSITIVE POWER
|
|
|
|
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|
|
|
|
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|
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24,175,384 (1)
|
|
|
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10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
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None
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
24,175,384 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
13.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
_________________
(1)
|
Solely in its capacity as the manager of Oaktree Capital Group, LLC.
|
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein. As of March 18, 2020, as reflected in this Amendment No. 1, the Reporting Persons beneficially
owned that number of shares of Common Stock (the “Subject Shares”), set forth on the cover pages hereto.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
to add the following:
20,975,384 shares
of Common Stock were acquired pursuant to certain agreements entered into by the Issuer, Optical and an affiliate of Optical as
previously reported in Item 6 of the Schedule 13D.
The 3,200,000 shares
of Common Stock purchased by Optical were purchased with working capital (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 3,200,000
shares of Common Stock purchased by Optical is approximately $13,279,761, excluding brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended
to add the following:
Since the filing
of the initial Schedule 13D in October 2018, the Reporting Persons have been closely monitoring developments at the Issuer and
have remained constructively engaged with management and the Board of Directors (the “Board”) on a variety of
matters. In recent discussions with the Issuer, the Reporting Persons communicated their strong belief that meaningful shareholder
representation is immediately required on the Board in order to ensure that the Board is aligned and acting in the best interests
of its shareholders. To that end, the Reporting Persons have called upon the Board to immediately appoint both a direct representative
of the Reporting Persons to the Board as well as a highly-qualified independent director designee identified by the Reporting Persons.
The Reporting Persons have expressed their sense of urgency regarding these matters and look forward to working with the Board
towards a cooperative outcome. The Reporting Persons are optimistic that an amicable resolution with the Issuer can be promptly
achieved and intend to continue their dialogue with the Board in this regard. The Reporting Persons reserve their rights to take
whatever steps they believe may be required to protect and enhance shareholder value, including certain actions relating to the
Issuer’s upcoming 2020 Annual Meeting, but hope any such steps will prove unnecessary.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(c) are
hereby amended and restated as follows:
(a) - (b)
Ownership percentages
set forth in this Schedule 13D are based upon a total of 183,026,317 shares of Common Stock of the Issuer issued and outstanding,
as reported in the Issuer’s annual report on Form 10-K filed under the Securities Act of 1933, as amended, with the Securities
and Exchange Commission on March 4, 2020.
Optical directly holds
24,175,384 shares of Common Stock, representing approximately 13.2% of the issued and outstanding shares of Common Stock, and has
the sole power to vote and dispose of such Common Stock.
GP LLC, in its capacity
as the general partner of Optical, has the ability to direct the management of the business of Optical, including the power to
direct the decisions of Optical regarding the voting and disposition of securities held by Optical; therefore, GP LLC may be deemed
to have indirect beneficial ownership of the Subject Shares.
GP I, in its capacity
as the managing member of GP LLC, has the ability to direct the management of GP LLC’s business, including the power to direct
the decisions of GP LLC regarding the voting and disposition of securities held by Optical; therefore, GP I may be deemed to have
indirect beneficial ownership of the Subject Shares.
Capital I, in its
capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power
to direct the decisions of GP I regarding the voting and disposition of securities held by Optical; therefore, Capital I may be
deemed to have indirect beneficial ownership of the Subject Shares.
Holdings I, in its
capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including
the power to direct the decisions of Capital I regarding the voting and disposition of securities held by Optical; therefore, Holdings
I may be deemed to have indirect beneficial ownership of the Subject Shares.
Holdings, in its capacity
as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power
to direct the decisions of Holdings I regarding the voting and disposition of securities held by Optical; therefore, Holdings may
be deemed to have indirect beneficial ownership of the Subject Shares.
OCG, in its capacity
as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to
direct the decisions of Holdings regarding the voting and disposition of securities held by Optical. Therefore, OCG may be deemed
to have indirect beneficial ownership of the Subject Shares.
OCGH GP, in its capacity
as the manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of
OCG regarding the voting and disposition of securities held by Optical; therefore, OCGH GP may be deemed to have indirect beneficial
ownership of the Subject Shares.
(c)
The transactions
in the securities of the Issuer by certain of the Reporting Persons during the past 60 days are set forth on Schedule A. No other
Reporting Person has effected any transaction in the shares of Common Stock in the past sixty days, except as disclosed herein.
SIGNATURE
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated as of March 19, 2020
|
OAKTREE OPTICAL HOLDINGS, L.P.
|
|
|
|
|
|
|
By:
|
Oaktree Fund GP, LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
By:
|
Oaktree Fund GP I, L.P.
|
|
|
Its:
|
Managing Member
|
|
|
|
|
|
|
By:
|
/s/ Brian Price
|
|
|
|
Name: Brian Price
|
|
|
|
Title: Authorized Signatory
|
|
|
OAKTREE FUND GP, LLC
|
|
|
|
|
|
|
By:
|
Oaktree Fund GP I, L.P.
|
|
|
Its:
|
Managing Member
|
|
|
|
|
|
|
By:
|
/s/ Brian Price
|
|
|
|
Name: Brian Price
|
|
|
|
Title: Authorized Signatory
|
|
|
OAKTREE FUND GP I, L.P.
|
|
|
|
|
|
|
By:
|
/s/ Brian Price
|
|
|
|
Name: Brian Price
|
|
|
|
Title: Authorized Signatory
|
|
|
OAKTREE CAPITAL I, L.P.
|
|
|
|
|
|
|
By:
|
/s/ Brian Price
|
|
|
|
Name: Brian Price
|
|
|
|
Title: Senior Vice President
|
|
|
OCM HOLDINGS I, LLC
|
|
|
|
|
|
|
By:
|
/s/ Brian Price
|
|
|
|
Name: Brian Price
|
|
|
|
Title: Senior Vice President
|
|
|
OAKTREE HOLDINGS, LLC
|
|
|
|
|
|
|
By:
|
/s/ Brian Price
|
|
|
|
Name: Brian Price
|
|
|
|
Title: Senior Vice President
|
|
|
OAKTREE CAPITAL GROUP, LLC
|
|
|
|
|
|
|
By:
|
Oaktree Capital Group Holdings GP, LLC
|
|
|
Its:
|
Manager
|
|
|
|
|
|
|
By:
|
/s/ Brian Price
|
|
|
|
Name: Brian Price
|
|
|
|
Title: Senior Vice President
|
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|
|
|
|
|
|
By:
|
/s/ Brian Price
|
|
|
|
Name: Brian Price
|
|
|
|
Title: Senior Vice President
|
|
SCHEDULE A
Transactions in the Securities of
the Issuer During the Past Sixty Days
Nature of Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price per Share ($)
|
Date of
Purchase
|
OAKTREE OPTICAL HOLDINGS, L.P.
Purchase of Common Stock1
|
1,200,000
|
3.9478
|
03/16/2020
|
Purchase of Common Stock2
|
350,000
|
4.2500
|
03/17/2020
|
Purchase of Common Stock3
|
239,114
|
4.1028
|
03/17/2020
|
Purchase of Common Stock4
|
1,410,886
|
4.3050
|
03/18/2020
|
_________________________
1 The
price reported for this transaction is a weighted average price. The shares of Common Stock were purchased in multiple transactions
at prices ranging from $3.83 to $3.98, inclusive. The Reporting Persons undertake to provide to any security holder of the Issuer
or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common
Stock purchased at each separate price within the ranges set forth in this footnote.
2 The
price reported for this transaction is a weighted average price. The shares of Common Stock were purchased in multiple transactions
at prices ranging from $3.86 to $4.25, inclusive. The Reporting Persons undertake to provide to any security holder of the Issuer
or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common
Stock purchased at each separate price within the ranges set forth in this footnote.
3 The
price reported for this transaction is a weighted average price. The shares of Common Stock were purchased in multiple transactions
at prices ranging from $3.86 to $4.25, inclusive. The Reporting Persons undertake to provide to any security holder of the Issuer
or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common
Stock purchased at each separate price within the ranges set forth in this footnote.
4 The
price reported for this transaction is a weighted average price. The shares of Common Stock were purchased in multiple transactions
at prices ranging from $4.12 to $4.39, inclusive. The Reporting Persons undertake to provide to any security holder of the Issuer
or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common
Stock purchased at each separate price within the ranges set forth in this footnote.