SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(b)
(Amendment No. 1)*
Republic First Bancorp,
Inc.
(Name of
Issuer)
Common Stock, par value $0.01
per share
(Title of
Class of Securities)
760416107
(CUSIP
Number)
December 31, 2020
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule
13d-1(b)
[X] Rule
13d-1(c)
[ ] Rule
13d-1(d)
*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 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).
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Luxor Capital Partners, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
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(a) [x]
|
|
(b) [ ]
|
|
|
3.
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SEC USE ONLY
|
|
|
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
|
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5.
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SOLE VOTING POWER
|
|
|
|
0
|
|
|
6.
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SHARED VOTING POWER
|
|
|
|
1,404,180
|
|
|
7.
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SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
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8.
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SHARED DISPOSITIVE POWER
|
|
|
|
1,404,180
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|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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|
|
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1,404,180
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|
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
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2.39%
|
|
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12.
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TYPE OF REPORTING PERSON
|
|
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PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Luxor Wavefront, LP
|
|
|
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) [x]
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
|
|
Delaware
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|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
|
|
5.
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SOLE VOTING POWER
|
|
|
|
0
|
|
|
6.
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SHARED VOTING POWER
|
|
|
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380,013
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|
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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|
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380,013
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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|
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380,013
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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Less than 1%
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|
12.
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TYPE OF REPORTING PERSON
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|
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|
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Luxor Capital Partners Offshore
Master Fund, 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) [x]
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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5.
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SOLE VOTING POWER
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|
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|
0
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6.
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SHARED VOTING POWER
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962,353
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7.
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SOLE DISPOSITIVE POWER
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|
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0
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8.
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SHARED DISPOSITIVE POWER
|
|
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962,353
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
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962,353
|
|
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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1.63%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Luxor Capital Partners Offshore,
Ltd.
|
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) [x]
|
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
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5.
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SOLE VOTING POWER
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|
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0
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6.
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SHARED VOTING POWER
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962,353
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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962,353
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
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962,353
|
|
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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1.63%
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12.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
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Thebes Offshore Master Fund, LP
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|
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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|
(a) [x]
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
|
|
5.
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SOLE VOTING POWER
|
|
|
|
0
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|
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6.
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SHARED VOTING POWER
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1,220,670
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
|
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|
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1,220,670
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
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1,220,670
|
|
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.07%
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12.
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TYPE OF REPORTING PERSON
|
|
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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LCG Holdings, 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) [x]
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
6.
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SHARED VOTING POWER
|
|
|
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3,967,216
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|
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7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
3,967,216
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
3,967,216
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
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6.74%
|
|
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12.
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TYPE OF REPORTING PERSON
|
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|
OO
|
1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Luxor Capital Group, LP
|
|
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) [x]
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
|
|
3,967,216
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
3,967,216
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
3,967,216
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
6.74%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
|
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Luxor Management, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) [x]
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
|
|
3,967,216
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
3,967,216
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
3,967,216
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
6.74%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
|
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Christian Leone
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) [x]
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
|
|
3,967,216
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
3,967,216
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
3,967,216
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
6.74%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
Item 1(a). |
Name of Issuer:
|
Republic First Bancorp, Inc. (“Issuer”)
Item 1(b). |
Address of Issuer’s Principal
Executive Offices:
|
50 South 16th
Street
Philadelphia, PA 19102
Item
2. (a) Name of Persons Filing:
(b)
Address of Principal Business Office or, if None, Residence:
(c) Citizenship:
The names and
citizenships of the persons filing this statement on Schedule 13G
are (collectively, the “Reporting Persons”):
Luxor
Capital Partners, LP (the “Onshore Fund”)
Citizenship: Delaware
Luxor
Capital Partners Offshore Master Fund, LP (the “Offshore Master
Fund”)
Citizenship: Cayman Islands
Luxor
Capital Partners Offshore, Ltd. (the “Offshore Feeder Fund”)
Citizenship: Cayman Islands
Luxor
Wavefront, LP (the “Wavefront Fund”)
Citizenship: Delaware
Thebes Offshore Master Fund, LP (the “Thebes Master Fund”);
Citizenship: Cayman Islands
LCG
Holdings, LLC (“LCG Holdings”)
Citizenship: Delaware
Luxor
Capital Group, LP (“Luxor Capital Group”)
Citizenship: Delaware
Luxor
Management, LLC (“Luxor Management”)
Citizenship: Delaware
Christian Leone (“Mr. Leone”)
Citizenship: United States
The
principal business address of each of the Onshore Fund, the
Wavefront Fund, Luxor Capital Group, Luxor Management, LCG Holdings
and Mr. Leone is 1114 Avenue of the Americas, 28th Floor, New York,
New York 10036.
The
principal business address of each of the Offshore Master Fund, the
Offshore Feeder Fund and the Thebes Master Fund is c/o Maples
Corporate Services Limited, P.O. Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands.
Item 2(d). |
Title of Class of Securities:
|
Common stock, par value $0.01 per share (the “Common Stock”)
760416107
Item 3. |
If This Statement is Filed Pursuant
to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
|
|
(a)
|
[ ]
|
Broker or dealer registered under
Section 15 of the Exchange Act.
|
|
|
|
|
|
(b)
|
[ ]
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Bank as defined in Section
3(a)(6) of the Exchange Act.
|
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(c)
|
[ ]
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Insurance company defined in
Section 3(a)(19) of the Exchange Act.
|
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(d)
|
[ ]
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Investment company registered
under Section 8 of the Investment Company Act.
|
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(e)
|
[ ]
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Investment adviser in accordance
with Rule 13d-1(b)(1)(ii)(E).
|
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|
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(f)
|
[ ]
|
Employee benefit plan or
endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
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(g)
|
[ ]
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Parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
(h)
|
[ ]
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Savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
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|
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(i)
|
[ ]
|
Church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of
the Investment Company Act;
|
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|
|
|
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(j)
|
[ ]
|
Non-U.S. institution in
accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
(k)
|
[ ]
|
Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the
type of institution: ____
|
Item 4. Ownership.
(a) |
Amount beneficially owned:
|
As of the close of business on December 31, 2020:
|
(i) |
The Onshore Fund beneficially owned 1,404,180 shares of Common
Stock;
|
|
(ii) |
The Offshore Master Fund beneficially owned 962,353 shares of
Common Stock. The Offshore Feeder Fund, as the owner of
a controlling interest in the Offshore Master Fund, may be deemed
to have beneficially owned the shares of Common Stock beneficially
owned by the Offshore Master Fund;
|
|
(iii) |
The Wavefront Fund beneficially owned 380,013 shares of Common
Stock;
|
|
(iv) |
The Thebes Master Fund beneficially owned 1,220,670 shares of
Common Stock;
|
|
(v) |
LCG Holdings, as the general partner of the Onshore Fund, the
Offshore Master Fund, the Wavefront Fund and the Thebes Master Fund
may be deemed to have beneficially owned the 3,967,216 shares of
Common Stock beneficially owned by the Onshore Fund, the Offshore
Master Fund, the Wavefront Fund and the Thebes Master Fund;
|
|
(vi) |
Luxor Capital Group, as the investment manager of the Onshore
Fund, the Offshore Feeder Fund, the Offshore Master Fund, the
Wavefront Fund and the Thebes Master Fund (collectively, the
“Funds”), may be deemed to have beneficially owned the 3,967,216 shares of Common Stock
beneficially owned by the Funds;
|
|
(vii) |
Luxor Management, as the general partner of Luxor Capital
Group, may be deemed to have beneficially owned the 3,967,216 shares of Common Stock
beneficially owned by Luxor Capital Group; and
|
|
(viii) |
Mr. Leone, as the managing member of Luxor Management, may be
deemed to have beneficially owned the 3,967,216 shares of Common Stock
beneficially owned by Luxor Management.
|
As of the close of business on
December 31, 2020, the Reporting Persons may be deemed to have
beneficially owned 3,967,216 shares of the Issuer’s Common
Stock or 6.74% of the Issuer’s
Common Stock outstanding, which
percentage was calculated based on 58,859,778 shares of the
Issuer’s Common Stock outstanding as of November 6, 2020, as per
the information reported in the Issuer’s Form 10-Q filed November
9, 2020. Specifically, as of the close of business on
December 31, 2020 each Reporting Person beneficially owned such
percentage as reflected on Item 11 of the applicable Cover Page
hereto.
(c) |
Number of shares as to which such person has:
|
|
(i) |
Sole power to vote or to direct the vote of Common
Stock:
|
See
Cover Pages Items 5-9.
|
(ii) |
Shared power to vote or to direct the vote of Common
Stock:
|
See Cover
Pages Items 5-9.
|
(iii) |
Sole power to dispose or to direct the disposition of Common
Stock:
|
See
Cover Pages Items 5-9.
|
(iv) |
Shared power to dispose or to direct the disposition of Common
Stock:
|
See Cover
Pages Items 5-9.
Item 5. |
Ownership of Five Percent or Less
of a Class.
|
If
this statement is being filed to report the fact that as of the
date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ ].
Item 6. |
Ownership of More than Five Percent
on Behalf of Another Person.
|
Not
applicable.
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company.
|
Not
applicable.
Item 8. |
Identification and Classification
of Members of the Group.
|
See
Exhibit A of the Schedule 13G filed with the Securities and
Exchange Commission on December 28, 2020.
Item 9. |
Notice of Dissolution of
Group.
|
Not
applicable.
By
signing below each of the undersigned certifies that, to the best
of his or its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information with
respect to it set forth in this statement is true, complete, and
correct.
Dated: February 16, 2021
LUXOR CAPITAL PARTNERS, LP
|
|
|
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By: LCG Holdings, LLC, as General
Partner
|
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By:
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/s/ Norris Nissim
|
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|
Norris Nissim,
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General Counsel
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LUXOR WAVEFRONT, LP
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By: LCG Holdings, LLC, as General Partner
|
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By:
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/s/ Norris Nissim
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|
Norris Nissim,
|
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General Counsel
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LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
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|
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By: LCG Holdings, LLC, as General
Partner
|
|
|
|
|
By:
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/s/ Norris Nissim
|
|
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|
Norris Nissim,
|
|
|
|
General Counsel
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LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
|
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|
By: Luxor Capital Group, LP, as
investment manager
|
|
|
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By:
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/s/ Norris Nissim
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|
Norris Nissim,
|
|
|
|
General Counsel
|
|
THEBES OFFSHORE MASTER FUND, LP
|
|
|
|
By: LCG Holdings, LLC, as General
Partner
|
|
|
|
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By:
|
/s/ Norris Nissim
|
|
|
|
Norris Nissim,
|
|
|
|
General Counsel
|
|
LUXOR CAPITAL GROUP, LP
|
|
|
|
By: Luxor Management, LLC, as General Partner
|
|
|
|
|
By:
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/s/ Norris Nissim
|
|
|
|
Norris Nissim,
|
|
|
|
General Counsel
|
|
LCG HOLDINGS, LLC
|
|
|
|
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By:
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/s/ Norris Nissim
|
|
|
|
Norris Nissim,
|
|
|
|
General Counsel
|
|
LUXOR MANAGEMENT, LLC
|
|
|
|
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By:
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/s/ Norris Nissim
|
|
|
|
Norris Nissim,
|
|
|
|
General Counsel
|
|
|
|
/s/ Norris Nissim
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|
NORRIS NISSIM, as Agent for Christian Leone
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|