Amended Statement of Beneficial Ownership (sc 13d/a)
March 10 2020 - 4:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
PDL BioPharma, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
69329Y104
(CUSIP Number)
ANDREW FREEDMAN, ESQ.
RYAN NEBEL, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
March 6, 2020
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
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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ENGINE CAPITAL, 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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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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2,563,854
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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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2,563,854
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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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2,563,854
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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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2.2%
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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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ENGINE JET CAPITAL, 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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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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574,716
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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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574,716
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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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574,716
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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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PN
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1
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NAME OF REPORTING PERSON
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ENGINE AIRFLOW CAPITAL, 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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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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1,381,424
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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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1,381,424
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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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1,381,424
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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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1.2%
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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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ENGINE CAPITAL MANAGEMENT, LP
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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
|
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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
|
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SOLE VOTING POWER
|
|
SHARES
|
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|
|
BENEFICIALLY
|
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|
|
4,519,994
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
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EACH
|
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|
|
|
|
REPORTING
|
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|
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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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|
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|
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4,519,994
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10
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SHARED DISPOSITIVE POWER
|
|
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|
|
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|
|
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- 0 -
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,519,994
|
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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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4.0%
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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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ENGINE CAPITAL MANAGEMENT GP, 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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|
OO
|
|
|
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
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
4,519,994
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,519,994
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,519,994
|
|
|
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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|
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.0%
|
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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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ENGINE INVESTMENTS, 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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|
|
|
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|
OO
|
|
|
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
|
|
|
|
|
3,138,570
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,138,570
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,138,570
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.7%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
ENGINE INVESTMENTS II, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
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
|
|
|
|
|
1,381,424
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,381,424
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,381,424
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
ARNAUD AJDLER
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
BELGIUM
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
4,519,994
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,519,994
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,519,994
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
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.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by each of Engine Capital, Engine Jet and Engine Airflow 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 2,563,854 Shares
beneficially owned by Engine Capital is approximately $6,255,386, including brokerage commissions. The aggregate purchase price
of the 574,716 Shares beneficially owned by Engine Jet is approximately $1,399,778, including brokerage commissions. The aggregate
purchase price of the 1,381,424 Shares beneficially owned by Engine Airflow is approximately $3,333,801, including brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended
to add the following:
The sale of Shares
reported herein was undertaken to effectuate a rebalancing of the Reporting Persons’ portfolio in light of recent market
volatility and the appreciation in the Issuer’s stock price since the Reporting Persons’ investment was made in the
Issuer.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a) –
(c) and (e) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 114,184,610 Shares outstanding as of October 31, 2019, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 6, 2019.
|
(a)
|
As of the close of business on March 9, 2020, Engine Capital directly owned 2,563,854 Shares.
|
Percentage: Approximately
2.2%
|
(b)
|
1. Sole power to vote or direct vote: 2,563,854
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,563,854
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the close of business on March 9, 2020, Engine Jet directly owned 574,716 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 574,716
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 574,716
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the close of business on March 9, 2020, Engine Airflow directly owned 1,381,424
Shares.
|
Percentage: Approximately
1.2%
|
(b)
|
1. Sole power to vote or direct vote: 1,381,424
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,381,424
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Airflow,
may be deemed to beneficially own the 4,519,994 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Airflow.
|
Percentage: Approximately
4.0%
|
(b)
|
1. Sole power to vote or direct vote: 4,519,994
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,519,994
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 4,519,994
Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Airflow.
|
Percentage: Approximately
4.0%
|
(b)
|
1. Sole power to vote or direct vote: 4,519,994
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,519,994
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed
to beneficially own the 3,138,570 Shares owned in the aggregate by Engine Capital and Engine Jet.
|
Percentage: Approximately
2.7%
|
(b)
|
1. Sole power to vote or direct vote: 3,138,570
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,138,570
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Engine Investments II, as the general partner of Engine Airflow may be deemed to beneficially own
the 1,381,424 Shares owned by Engine Airflow.
|
Percentage: Approximately
1.2%
|
(b)
|
1. Sole power to vote or direct vote: 1,381,424
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,381,424
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine
GP, Engine Investments and Engine Investments II, may be deemed to beneficially own the 4,519,994 Shares owned in the aggregate
by Engine Capital, Engine Jet and Engine Airflow.
|
Percentage: Approximately
4.0%
|
(b)
|
1. Sole power to vote or direct vote: 4,519,994
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,519,994
4. Shared power to dispose or direct the disposition: 0
|
Each Reporting Person
may be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed the beneficial owner
of the Shares directly owned by each of the Reporting Persons. The filing of this Amendment No. 2 to the 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 that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial
ownership of the securities reported herein that he or it does not directly own.
|
(c)
|
The transactions in the Shares by the Reporting Persons since the filing of Amendment No. 1 to
the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. Such transactions were effected in the open
market.
|
|
(e)
|
As of March 2, 2020, the Reporting Persons ceased to be the beneficial owners of more than 5% of
the Shares of the Issuer.
|
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 10, 2020
|
Engine Capital, L.P.
|
|
|
|
By: Engine Investments, LLC,
General
Partner
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Jet Capital, L.P.
|
|
|
|
By: Engine Investments, LLC,
General
Partner
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Airflow Capital, L.P.
|
|
|
|
By: Engine Investments II, LLC,
General
Partner
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Capital Management, LP
|
|
|
|
By: Engine Capital Management GP, LLC,
General
Partner
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Capital Management GP, LLC
|
|
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Investments, LLC
|
|
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Investments II, LLC
|
|
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
/s/ Arnaud Ajdler
|
|
ARNAUD AJDLER
|
SCHEDULE A
Transactions in the Shares Since
the Filing of Amendment No. 1 to the Schedule 13D
Nature of Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
ENGINE CAPITAL,
L.P.
Sale of Common Stock
|
(98,075)
|
3.3823
|
02/28/20
|
Sale of Common Stock
|
(123,595)
|
3.3778
|
02/28/20
|
Sale of Common Stock
|
(60,860)
|
3.5381
|
03/02/20
|
Sale of Common Stock
|
(144,195)
|
3.5446
|
03/02/20
|
Sale of Common Stock
|
(91,016)
|
3.5093
|
03/03/20
|
Sale of Common Stock
|
(346,067)
|
3.5048
|
03/03/20
|
Sale of Common Stock
|
(74,157)
|
3.5000
|
03/04/20
|
Sale of Common Stock
|
(453,183)
|
3.4511
|
03/06/20
|
Sale of Common Stock
|
(14,419)
|
3.3501
|
03/09/20
|
Engine
Jet Capital, L.P.
Sale of Common Stock
|
(20,952)
|
3.3823
|
02/28/20
|
Sale of Common Stock
|
(26,405)
|
3.3778
|
02/28/20
|
Sale of Common Stock
|
(13,002)
|
3.5381
|
03/02/20
|
Sale of Common Stock
|
(30,805)
|
3.5446
|
03/02/20
|
Sale of Common Stock
|
(19,444)
|
3.5093
|
03/03/20
|
Sale of Common Stock
|
(73,933)
|
3.5048
|
03/03/20
|
Sale of Common Stock
|
(15,843)
|
3.5000
|
03/04/20
|
Sale of Common Stock
|
(96,817)
|
3.4511
|
03/06/20
|
Sale of Common Stock
|
(3,081)
|
3.3501
|
03/09/20
|
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