(Amendment No. 2)
1
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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FRONTFOUR CAPITAL GROUP 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, OO
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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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3,048,562
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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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3,048,562
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,048,562
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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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4.2%
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14
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TYPE OF REPORTING PERSON
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IA, OO
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1
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NAME OF REPORTING PERSON
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FRONTFOUR MASTER FUND, LTD.
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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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CAYMAN ISLANDS
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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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2,560,472
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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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2,560,472
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,560,472
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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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3.6%
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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FRONTFOUR OPPORTUNITY FUND
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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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BRITISH COLUMBIA, CANADA
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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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56,438
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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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56,438
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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56,438
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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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LESS THAN 1%
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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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NAME OF REPORTING PERSON
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FRONTFOUR CAPITAL CORP.
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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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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BRITISH COLUMBIA, CANADA
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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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56,438
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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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56,438
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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56,438
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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LESS THAN 1%
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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STEPHEN E. LOUKAS
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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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PF, 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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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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3,500
|
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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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3,105,000
|
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PERSON WITH
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9
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|
SOLE DISPOSITIVE POWER
|
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3,500
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|
10
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SHARED DISPOSITIVE POWER
|
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3,105,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
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3,108,500
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
|
|
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|
|
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4.3%
|
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|
14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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DAVID A. LORBER
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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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AF
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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
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,105,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,105,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,105,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.3%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
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|
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|
|
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|
|
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|
1
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|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
ZACHARY R. GEORGE
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,105,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,105,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,105,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.3%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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1
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NAME OF REPORTING PERSON
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KRISTEN M. O’HARA
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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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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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- 0 -
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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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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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- 0 -
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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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0%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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DAVID E. MORAN
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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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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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- 0 -
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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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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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- 0 -
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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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0%
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14
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TYPE OF REPORTING PERSON
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IN
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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 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 Shares purchased
by each of the Master Fund and the Canadian Fund and the Shares held in the Separately Managed Account were purchased with working
capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate
purchase price of the 2,560,472 Shares owned directly by the Master Fund is approximately $11,561,809, including brokerage commissions.
The aggregate purchase price of the 56,438 Shares owned directly by the Canadian Fund is approximately $284,210, including brokerage
commissions. The aggregate purchase price of the 488,090 Shares held in the Separately Managed Account is approximately $2,148,755,
including brokerage commissions. The Shares purchased by Mr. Loukas were purchased with personal funds (which may, at any given
time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,500
Shares owned directly by Mr. Loukas is approximately $14,779, including brokerage commissions.
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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:
As previously reported,
on December 31, 2018, FrontFour Capital (together with its affiliates, “FrontFour”) delivered a notice to the Issuer
to requisition a meeting of shareholders of the Issuer to be held no later than March 29, 2019 to remove incumbent directors Scott
L. Kauffman, Clare R. Copeland and Irwin D. Simon, and replace them with three highly qualified candidates, Kristen M. O’Hara,
David E. Moran and Stephen E. Loukas (the “Nominees”), whose collective backgrounds are well suited to help the Issuer
tackle the challenges and secure the opportunities ahead. On January 18, 2019, the Issuer announced that the Board of Directors
(the “Board”) had set June 4, 2019 as the date for a combined annual and special meeting of its shareholders and that
it had adopted advance notice provisions for the nomination by shareholders of persons for election to the Board.
FrontFour continues
to believe that its Nominees would be valuable additions to the Board and intends to pursue their nominations. FrontFour will continue
to monitor developments at the Issuer and will not hesitate to take any actions that it believes are necessary to protect shareholders’
best interests.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 is hereby
amended and restated to read as follows:
(a)
The aggregate percentage of Shares reported owned by each person named herein is based upon an estimated 71,797,398 Shares
outstanding as of March 15, 2019, which estimate represents the sum of the (i) 57,511,684 Shares outstanding as of October 31,
2018 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
1, 2018 and (ii) 14,285,714 Shares issued to Stagwell Agency Holdings LLC on March 14, 2019 as reported in the Issuer’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2019.
As of the date hereof,
the Master Fund beneficially owned directly 2,560,472 Shares, the Canadian Fund beneficially owned directly 56,438 Shares, 488,090
Shares were held in the Separately Managed Account and Mr. Loukas directly owned 3,500 Shares, constituting approximately 3.6%,
less than 1%, less than 1% and less than 1%, respectively, of the Shares outstanding.
FrontFour Capital,
as the investment manager of the Master Fund and the Separately Managed Account, may be deemed to beneficially own the 3,048,562
Shares directly beneficially owned by the Master Fund and held in the Separately Managed Account, constituting approximately 4.2%
of the Shares outstanding.
FrontFour Corp., as
the investment manager of the Canadian Fund, may be deemed to beneficially own the 56,438 Shares directly beneficially owned by
the Canadian Fund, constituting less than 1% of the Shares outstanding.
Mr. Loukas, as a managing
member and principal owner of FrontFour Capital and a principal owner of FrontFour Corp., may be deemed to beneficially own the
3,105,000 Shares directly beneficially owned in the aggregate by the Master Fund and the Canadian Fund and held in the Separately
Managed Account, which, together with the 3,500 Shares he directly owns, constitute approximately 4.3% of the Shares outstanding.
Messrs. Lorber and
George, each as a managing member and principal owner of FrontFour Capital and a principal owner of FrontFour Corp., may be deemed
to beneficially own the 3,105,000 Shares directly beneficially owned in the aggregate by the Master Fund and the Canadian Fund
and held in the Separately Managed Account, which constitute approximately 4.3% of the Shares outstanding.
As of the date hereof,
Ms. O’Hara and Mr. Moran did not beneficially own any Shares.
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, she or it does
not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that
he, she or it does not directly own.
(b)
Each of the Master Fund, FrontFour Capital and Messrs. Loukas, Lorber and George have shared power to vote or direct the
vote of, and to dispose or direct the disposition of, the Shares owned directly by the Master Fund.
Each of FrontFour
Capital and Messrs. Loukas, Lorber and George have shared power to vote or direct the vote of, and to dispose or direct the disposition
of, the Shares held in the Separately Managed Account.
Each of the Canadian
Fund, FrontFour Corp. and Messrs. Loukas, Lorber and George have shared power to vote or direct the vote of, and to dispose or
direct the disposition of, the Shares owned directly by the Canadian Fund.
Mr. Loukas has the
sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares owned directly by him.
(c)
The Reporting Persons have not effected any transactions in the securities of the Issuer during the past 60 days.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, the Shares.
(e)
As of March 14, 2019, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer
following the Issuer’s issuance of 14,285,714 Shares on such date to Stagwell Agency Holdings LLC.
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: March 15, 2019
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FrontFour Master Fund, Ltd.
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By:
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FrontFour Capital Group LLC
as Investment Manager
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By:
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/s/ David A. Lorber
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Name:
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David A. Lorber
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Title:
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Managing Member
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FrontFour Capital Group LLC
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By:
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/s/ David A. Lorber
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Name:
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David A. Lorber
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Title:
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Managing Member
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FrontFour Opportunity Fund
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By:
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FrontFour Capital Corp.
as Investment Manager
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By:
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/s/ David A. Lorber
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Name:
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David A. Lorber
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Title:
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Authorized Signatory
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FrontFour Capital Corp.
|
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By:
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/s/ David A. Lorber
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Name:
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David A. Lorber
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Title:
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Authorized Signatory
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/s/ Stephen E. Loukas
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Stephen E. Loukas
Individually and as attorney-in-fact for Kristen M. O’Hara
and David E. Moran
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/s/ David A. Lorber
|
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David A. Lorber
|
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/s/ Zachary R. George
|
|
Zachary R. George
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