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. 15)1

Rockwell Medical, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

774374102

(CUSIP Number)

DAVID S. RICHMONd

richmond brothers, Inc.

3568 Wildwood Avenue

Jackson, Michigan 49202

(517) 435-4040

 

STEVE WOLOSKY

RYAN NEBEL

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)

 

September 25, 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).

 

CUSIP No. 774374102

  1   NAME OF REPORTING PERSON  
         
        Richmond Brothers, Inc.  
  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  
         
        MICHIGAN  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         161,278  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,411,029  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,411,029  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.0%  
  14   TYPE OF REPORTING PERSON  
         
        IA, CO  

  

2

CUSIP No. 774374102

  1   NAME OF REPORTING PERSON  
         
        RBI Private Investment I, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  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         164,841  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          164,841  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        164,841  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

3

CUSIP No. 774374102

 

  1   NAME OF REPORTING PERSON  
         
        RBI Private Investment II, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  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         38,490  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          38,490  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        38,490  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP No. 774374102

 

  1   NAME OF REPORTING PERSON  
         
        The RBI Opportunities Fund, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  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         5,850,920*  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,850,920*  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,850,920*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.2%*  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 1,965,117 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%.

5

CUSIP No. 774374102

 

  1   NAME OF REPORTING PERSON  
         
        The RBI Opportunities Fund II, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  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         2,461,423*  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,461,423*  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,461,423*  
  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  

  

* Includes 805,664 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%.

6

CUSIP No. 774374102

 

  1   NAME OF REPORTING PERSON  
         
        RBI PI Manager, LLC  
  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  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         8,515,674*  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,515,674*  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,515,674*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%*  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 2,770,781 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%.

7

CUSIP No. 774374102

 

  1   NAME OF REPORTING PERSON  
         
        Richmond Brothers 401(k) Profit Sharing Plan  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        MICHIGAN  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         108,628  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          108,628  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        108,628  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        EP  

  

8

CUSIP No. 774374102

 

  1   NAME OF REPORTING PERSON  
         
        David S. Richmond  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO, PF  
  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         8,699,581*  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         300,497  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,699,581*  
    10   SHARED DISPOSITIVE POWER  
           
          6,550,248  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        15,249,829*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        16.1%*  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Includes 2,770,781 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%.

9

CUSIP No. 774374102

 

  1   NAME OF REPORTING PERSON  
         
        Matthew J. Curfman  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO, PF  
  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         52,837  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         308,206  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          52,837  
    10   SHARED DISPOSITIVE POWER  
           
          6,557,957  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,610,794  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.2%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

10

CUSIP No. 774374102

The following constitutes Amendment No. 15 to the Schedule 13D filed by the undersigned (“Amendment No. 15”). This Amendment No. 15 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 held in the Separately Managed Accounts and purchased by each of Richmond Brothers, RBI PI, RBI PII, RBI Opportunities, RBI Opportunities II and the RBI Plan 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 161,278 Shares owned directly by Richmond Brothers is approximately $475,044, excluding brokerage commissions. The aggregate purchase price of the 6,249,751 Shares held by the Separately Managed Accounts is approximately $31,503,427, excluding brokerage commissions. The aggregate purchase price of the 164,841 Shares owned directly by RBI PI is approximately $1,099,401, excluding brokerage commissions. The aggregate purchase price of the 38,490 Shares owned directly by RBI PII is approximately $214,716, excluding brokerage commissions. The aggregate purchase price of the 5,541,562 Shares (together with the warrants referenced in the first sentence of the following paragraph) owned in the aggregate by RBI Opportunities and RBI Opportunities II is $22,000,000, excluding brokerage commissions. The aggregate purchase price of the 108,628 Shares owned directly by the RBI Plan is approximately $494,270, excluding brokerage commissions.

Pursuant to the Securities Purchase Agreement (as defined and described in Amendment No. 12 to the Schedule 13D), RBI Opportunities received warrants exercisable into 2,770,781 Shares from the Issuer, of which warrants exercisable into 805,664 Shares were transferred to RBI Opportunities II in an exempt transaction. The warrants have an exercise price of $4.96 per Share and will now expire on April 30, 2025.

The Shares purchased by Mr. Richmond 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 214,498 Shares beneficially owned by Mr. Richmond, including 29,787 Shares directly owned by his spouse, 797 Shares directly owned by his daughter and 7 Shares directly owned by his son, is approximately $910,662, excluding brokerage commissions.

The Shares purchased by Mr. Curfman 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 91,137 Shares beneficially owned by Mr. Curfman, including the 38,300 Shares directly owned by his spouse, is approximately $525,761, excluding brokerage commissions.

11

CUSIP No. 774374102

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 91,975,466 Shares outstanding as of September 25, 2020, which is the total number of Shares outstanding based on information contained in the Issuer’s Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on September 25, 2020.

A. Richmond Brothers
(a) As of the date hereof, Richmond Brothers directly beneficially owned 161,278 Shares, and an additional 6,249,751 Shares were held in the Separately Managed Accounts. As the investment advisor to the Separately Managed Accounts, Richmond Brothers may also be deemed the beneficial owner of the 6,249,751 Shares held in the Separately Managed Accounts.

Percentage: Approximately 7.0%

(b) 1. Sole power to vote or direct vote: 161,278
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,411,029
4. Shared power to dispose or direct the disposition: 0

 

B. RBI PI
(a) As of the date hereof, RBI PI beneficially owned 164,841 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 164,841
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 164,841
4. Shared power to dispose or direct the disposition: 0

 

12

CUSIP No. 774374102

C. RBI PII
(a) As of the date hereof, RBI PII beneficially owned 38,490 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 38,490
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 38,490
4. Shared power to dispose or direct the disposition: 0

 

D. RBI Opportunities
(a) As of the date hereof, RBI Opportunities beneficially owned 5,850,920 Shares (including 1,965,117 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9% of the outstanding Shares).

Percentage: Approximately 6.2%

(b) 1. Sole power to vote or direct vote: 5,850,920
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,850,920
4. Shared power to dispose or direct the disposition: 0

 

E. RBI Opportunities II
(a) As of the date hereof, RBI Opportunities II beneficially owned 2,461,423 Shares (including 805,664 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9% of the outstanding Shares).

Percentage: Approximately 2.7%

(b) 1. Sole power to vote or direct vote: 2,461,423
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,461,423
4. Shared power to dispose or direct the disposition: 0

 

13

CUSIP No. 774374102

F. RBI Manager
(a) As the manager of RBI PI, RBI PII, RBI Opportunities and RBI Opportunities II, RBI Manager may be deemed the beneficial owner of the (i) 164,841 Shares owned by RBI PI, (ii) 38,490 Shares owned by RBI PII, (iii) 5,850,920 Shares beneficially owned by RBI Opportunities and (iv) 2,461,423 Shares beneficially owned by RBI Opportunities II.

Percentage: Approximately 9.0%

(b) 1. Sole power to vote or direct vote: 8,515,674
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 8,515,674
4. Shared power to dispose or direct the disposition: 0

 

G. RBI Plan
(a) As of the date hereof, the RBI Plan beneficially owned 108,628 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 108,628
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 108,628
4. Shared power to dispose or direct the disposition: 0

 

H. Mr. Richmond
(a) As of the date hereof, Mr. Richmond beneficially owned 214,498 Shares, including 29,787 Shares directly owned by his spouse, 797 Shares directly owned by his daughter and 7 Shares directly owned by his son. As the Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan, Mr. Richmond may also be deemed the beneficial owner of the (i) 161,278 Shares owned directly by Richmond Brothers, (ii) 6,249,751 Shares held in the Separately Managed Accounts, (iii) 164,841 Shares owned by RBI PI, (iv) 38,490 Shares owned by RBI PII, (v) 5,850,920 Shares beneficially owned by RBI Opportunities, (vi) 2,461,423 Shares beneficially owned by RBI Opportunities II and (vii) 108,628 Shares owned by the RBI Plan.

Percentage: Approximately 16.1%

(b) 1. Sole power to vote or direct vote: 8,699,581
2. Shared power to vote or direct vote: 300,497
3. Sole power to dispose or direct the disposition: 8,699,581
4. Shared power to dispose or direct the disposition: 6,550,248

 

14

CUSIP No. 774374102

I. Mr. Curfman
(a) As of the date hereof, Mr. Curfman beneficially owned 91,137 Shares, including 38,300 Shares directly owned by his spouse. As the President of Richmond Brothers and a trustee of the RBI Plan, Mr. Curfman may also be deemed the beneficial owner of the (i) 161,278 Shares owned directly by Richmond Brothers, (ii) 6,249,751 Shares held in the Separately Managed Accounts and (iii) 108,628 Shares owned by the RBI Plan.

Percentage: Approximately 7.2%

(b) 1. Sole power to vote or direct vote: 52,837
2. Shared power to vote or direct vote: 308,206
3. Sole power to dispose or direct the disposition: 52,837
4. Shared power to dispose or direct the disposition: 6,557,957

 

An aggregate of 15,340,966 Shares (including 2,770,781 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision), constituting beneficial ownership of approximately 16.2% of the outstanding Shares, are reported in this Amendment No. 15 to the Schedule 13D.

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 Securities Exchange Act of 1934, as amended, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

(c) The transactions in the securities of the Issuer by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference. Such transactions were effected in the open market.

15

CUSIP No. 774374102

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 29, 2020

 

  Richmond Brothers, Inc.
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Chairman

 

 

  RBI Private Investment I, LLC
   
  By: RBI PI Manager, LLC
    Manager
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Manager

 

 

  RBI Private Investment II, LLC
   
  By: RBI PI Manager, LLC
    Manager
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Manager

 

 

  The RBI Opportunities Fund, LLC
   
  By: RBI PI Manager, LLC
    Manager
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Manager

 

 

16

CUSIP No. 774374102

  The RBI Opportunities Fund II, LLC
   
  By: RBI PI Manager, LLC
    Manager
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Manager

 

 

  By: RBI PI Manager, LLC
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Manager

 

 

  By: Richmond Brothers 401(k) Profit Sharing Plan
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Trustee

 

 

 

/s/ David S. Richmond

  David S. Richmond

 

 

 

/s/ Matthew J. Curfman

  Matthew J. Curfman

 

17

CUSIP No. 774374102

SCHEDULE A

 

Transactions in the Securities of the Issuer During the past sixty days

 

 

Nature of Transaction

Securities

Purchased/(Sold)

Price per Security ($)

Date of

Purchase / Sale

 

Richmond Brothers, Inc.
(
Through the Separately Managed Accounts)

Purchase of Common Stock 2,740 1.7208 07/31/2020
Sale of Common Stock (792) 1.7749 08/03/2020
Purchase of Common Stock 1,143 1.7589 08/03/2020
Sale of Common Stock (563) 1.7800 08/03/2020
Purchase of Common Stock 2,900 1.7700 08/04/2020
Purchase of Common Stock 2,400 1.7900 08/04/2020
Purchase of Common Stock 100 1.7900 08/04/2020
Purchase of Common Stock 104 1.7950 08/04/2020
Purchase of Common Stock 600 1.7850 08/04/2020
Purchase of Common Stock 7,100 1.8000 08/04/2020
Purchase of Common Stock 700 1.7800 08/04/2020
Purchase of Common Stock 100 1.7950 08/04/2020
Purchase of Common Stock 100 1.7950 08/04/2020
Purchase of Common Stock 700 1.7750 08/04/2020
Purchase of Common Stock 4,100 1.7900 08/04/2020
Purchase of Common Stock 296 1.7993 08/04/2020
Purchase of Common Stock 200 1.7850 08/04/2020
Purchase of Common Stock 100 1.7775 08/04/2020
Purchase of Common Stock 5,231 1.7800 08/04/2020
Purchase of Common Stock 2,392 1.8000 08/04/2020
Purchase of Common Stock 100 1.7950 08/04/2020
Purchase of Common Stock 400 1.7850 08/04/2020
Purchase of Common Stock 200 1.7850 08/04/2020
Purchase of Common Stock 200 1.7750 08/04/2020
Purchase of Common Stock 200 1.7900 08/04/2020
Purchase of Common Stock 900 1.8000 08/04/2020
Purchase of Common Stock 100 1.7850 08/04/2020
Purchase of Common Stock 300 1.7850 08/04/2020
Purchase of Common Stock 600 1.7700 08/04/2020
Purchase of Common Stock 4,200 1.7900 08/04/2020
Purchase of Common Stock 1,600 1.7800 08/04/2020
Purchase of Common Stock 200 1.7900 08/04/2020
Purchase of Common Stock 600 1.7893 08/04/2020
Purchase of Common Stock 11,100 1.7961 08/05/2020
Sale of Common Stock (842) 1.7250 08/10/2020
Sale of Common Stock (520) 1.7450 08/10/2020
Purchase of Common Stock 1,734 1.7400 08/12/2020
Sale of Common Stock (4,000) 1.6203 08/13/2020
Sale of Common Stock (1,134) 1.6501 08/14/2020
Sale of Common Stock (7,000) 1.6500 08/14/2020
Sale of Common Stock (1,496) 1.5500 08/19/2020
Sale of Common Stock (2,290) 1.5500 08/19/2020
Sale of Common Stock (6,200) 1.5500 08/19/2020
Purchase of Common Stock 1,741 1.5544 08/21/2020
Sale of Common Stock (140) 1.5500 08/25/2020
Sale of Common Stock (2,891) 1.3654 08/27/2020
Sale of Common Stock (37) 1.3691 08/27/2020
Sale of Common Stock (9,981) 1.3750 08/27/2020
Purchase of Common Stock 15,000 1.3669 08/27/2020
Purchase of Common Stock 20,000 1.3597 08/27/2020
Purchase of Common Stock 20,000 1.3656 08/27/2020
Purchase of Common Stock 18,000 1.3499 08/27/2020
Sale of Common Stock (1,973) 1.3656 08/28/2020
Purchase of Common Stock 18,000 1.3849 08/28/2020
Purchase of Common Stock 18,000 1.3824 08/28/2020
Purchase of Common Stock 312 1.2767 09/01/2020
Purchase of Common Stock 783 1.2767 09/02/2020
Purchase of Common Stock 2,329 1.2891 09/02/2020
Purchase of Common Stock 19,000 1.2957 09/02/2020
Purchase of Common Stock 20,000 1.2296 09/02/2020
Purchase of Common Stock 2,326 1.2897 09/02/2020
Purchase of Common Stock 4,000 1.2199 09/03/2020
Purchase of Common Stock 820 1.2137 09/03/2020
Sale of Common Stock (4,248) 1.2204 09/03/2020
Purchase of Common Stock 1,772 1.2189 09/03/2020
Purchase of Common Stock 15,832 1.2268 09/03/2020
Purchase of Common Stock 4,491 1.1191 09/04/2020
Purchase of Common Stock 13,514 1.1400 09/04/2020
Sale of Common Stock (1,098) 1.1200 09/04/2020
Sale of Common Stock (11,603) 1.2200 09/08/2020
Sale of Common Stock (9,251) 1.2252 09/08/2020
Purchase of Common Stock 840 1.1999 09/08/2020
Purchase of Common Stock 4,000 1.1947 09/08/2020
Purchase of Common Stock 18,075 1.3499 09/10/2020
Purchase of Common Stock 4,155 1.3500 09/10/2020
Purchase of Common Stock 5,475 1.3500 09/10/2020
Purchase of Common Stock 19,531 1.2894 09/11/2020
Purchase of Common Stock 3,790 1.2747 09/17/2020
Sale of Common Stock (1,865) 1.7400 09/22/2020
Purchase of Common Stock 41,000 1.1800 09/23/2020
Purchase of Common Stock 1,538 1.2850 09/23/2020
Purchase of Common Stock 900 1.1038 09/24/2020
Purchase of Common Stock 45,000 1.0859 09/24/2020
Purchase of Common Stock 18,000 1.1100 09/24/2020
Purchase of Common Stock 4,500 1.1092 09/24/2020

 

Richmond Brothers 401(k) Profit Sharing Plan

Purchase of Common Stock 1,666 1.1967 09/08/2020
Purchase of Common Stock 3,181 1.1057 09/24/2020


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