DAVID S. RICHMOND
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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Richmond Brothers, Inc.
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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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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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MICHIGAN
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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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4,981,651
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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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4,981,651
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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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8.7%
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14
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TYPE OF REPORTING PERSON
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IA, CO
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1
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NAME OF REPORTING PERSON
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RBI Private Investment I, 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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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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164,841
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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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164,841
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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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164,841
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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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RBI Private Investment II, 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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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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38,490
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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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38,490
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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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38,490
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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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The RBI Opportunities Fund, 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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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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3,885,803*
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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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3,885,803*
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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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3,885,803*
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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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6.8%*
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14
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TYPE OF REPORTING PERSON
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OO
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*
Excludes 1,965,117 Shares issuable
upon the exercise of warrants that become exercisable on April 17, 2019 and which are also 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%.
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1
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NAME OF REPORTING PERSON
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The RBI Opportunities Fund II, 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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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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1,655,759*
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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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1,655,759*
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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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1,655,759*
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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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2.9%*
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14
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TYPE OF REPORTING PERSON
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OO
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*
Excludes 805,664 Shares issuable
upon the exercise of warrants that become exercisable on April 17, 2019 and which are also 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%.
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1
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NAME OF REPORTING PERSON
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RBI PI Manager, 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
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
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NUMBER OF
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7
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SOLE VOTING POWER
|
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SHARES
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BENEFICIALLY
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5,744,893*
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
|
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|
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REPORTING
|
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- 0 -
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PERSON WITH
|
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9
|
|
SOLE DISPOSITIVE POWER
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5,744,893*
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|
10
|
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SHARED DISPOSITIVE POWER
|
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|
|
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- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,744,893*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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|
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
10.1%*
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
|
|
|
|
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|
OO
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*
Excludes 2,770,781 Shares issuable
upon the exercise of warrants that become exercisable on April 17, 2019 and which are also 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%.
|
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1
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NAME OF REPORTING PERSON
|
|
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|
|
Richmond Brothers 401(k) Profit Sharing Plan
|
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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
|
|
SOURCE OF FUNDS
|
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|
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|
|
|
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|
|
WC
|
|
|
5
|
|
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
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
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|
|
|
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MICHIGAN
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
63,481
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
63,481
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
63,481
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
5,922,823*
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
91,731
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,922,823*
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,073,382
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
10,996,205*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
19.3%*
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*
Excludes 2,770,781 Shares issuable
upon the exercise of warrants that become exercisable on April 17, 2019 and which are also 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%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
42,764
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
99,730
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
42,764
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,081,381
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,124,145
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes Amendment No. 13
to the Schedule 13D filed by the undersigned (“Amendment No. 13”). This Amendment No. 13 amends the Schedule 13D as
specifically set forth herein.
|
Item 2.
|
Identity and Background
.
|
Item 2 is hereby amended
and restated to read as follows:
(a) This
statement is filed by:
|
(i)
|
Richmond Brothers, Inc., a Michigan corporation (“Richmond Brothers”), which serves
as the investment advisor to certain managed accounts (the “Separately Managed Accounts”);
|
|
(ii)
|
RBI Private Investment I, LLC, a Delaware limited liability company (“RBI PI”);
|
|
(iii)
|
RBI Private Investment II, LLC, a Delaware limited liability company (“RBI PII”);
|
|
(iv)
|
The RBI Opportunities Fund, LLC, a Delaware limited liability company (“RBI Opportunities”);
|
|
(v)
|
The RBI Opportunities Fund II, LLC, a Delaware limited liability company (“RBI Opportunities
II”);
|
|
(vi)
|
RBI PI Manager, LLC, a Delaware limited liability company (“RBI Manager”), which serves
as the manager of RBI PI, RBI PII, RBI Opportunities and RBI Opportunities II;
|
|
(vii)
|
Richmond Brothers 401(k) Profit Sharing Plan, an employee benefit plan organized under the laws
of Michigan (the “RBI Plan”);
|
|
(viii)
|
David S. Richmond, who serves as Chairman of Richmond Brothers, manager of RBI Manager and a trustee
of the RBI Plan; and
|
|
(ix)
|
Matthew J. Curfman, who serves as President of Richmond Brothers and a trustee of the RBI Plan.
|
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of the Reporting Persons is 3568 Wildwood Avenue, Jackson, Michigan 49202.
(c) The
principal business of Richmond Brothers is serving as a registered investment advisor and is the investment advisor to the Separately
Managed Accounts. The principal business of each of RBI PI, RBI PII, RBI Opportunities and RBI Opportunities II is investing in
securities. The principal business of RBI Manager is serving as the manager of RBI PI, RBI PII, RBI Opportunities and RBI Opportunities
II. The principal business of the RBI Plan is investing in securities. The principal occupation of Mr. Richmond is serving as Chairman
of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan. The principal occupation of Mr. Curfman is serving
as President of Richmond Brothers and a trustee of the RBI Plan.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Messrs.
Richmond and Curfman are citizens of the United States of America.
|
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 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 4,981,651 Shares held by the Separately Managed Accounts is approximately
$26,150,282, 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 63,481 Shares owned directly by the RBI Plan is approximately
$345,765, 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 expire on October 17, 2023.
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 206,180 Shares beneficially owned by Mr. Richmond, including
28,096 Shares directly owned by his spouse, 147 Shares directly owned by his daughter and 7 Shares directly owned by his son, is
approximately $899,273, 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 79,013 Shares beneficially owned by Mr. Curfman, including
the 36,249 Shares directly owned by his spouse, is approximately $483,815, excluding brokerage commissions.
|
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 57,098,327 Shares outstanding as of March 13, 2019, which is
the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 18, 2019.
|
(a)
|
As of the date hereof, 4,981,651 Shares were held in the Separately Managed Accounts. As the investment
advisor to the Separately Managed Accounts, Richmond Brothers may be deemed the beneficial owner of the 4,981,651 Shares held in
the Separately Managed Accounts.
|
Percentage: Approximately
8.7%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,981,651
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer through the Separately Managed Accounts by Richmond
Brothers 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.
|
|
(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
|
|
(c)
|
RBI PI has not entered into any transactions in the securities of the Issuer during the past sixty
days.
|
|
(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
|
|
(c)
|
RBI PII has not entered into any transactions in the securities of the Issuer during the past sixty
days.
|
|
(a)
|
As of the date hereof, RBI Opportunities beneficially owned 3,885,803 Shares (excluding 1,965,117
Shares issuable upon the exercise of warrants that become exercisable on April 17, 2019 and which are also 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
6.8%
|
(b)
|
1. Sole power to vote or direct vote: 3,885,803
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,885,803
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
On March 25, 2019, RBI Opportunities transferred 1,655,759 Shares and warrants exercisable into
805,664 Shares held by it to RBI Opportunities II in an exempt transaction.
|
|
(a)
|
As of the date hereof, RBI Opportunities II beneficially owned 1,655,759 Shares (excluding 805,664
Shares issuable upon the exercise of warrants that become exercisable on April 17, 2019 and which are also 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
2.9%
|
(b)
|
1. Sole power to vote or direct vote: 1,655,759
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,655,759
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
On March 25, 2019, RBI Opportunities transferred 1,655,759 Shares and warrants exercisable into
805,664 Shares held by it to RBI Opportunities II in an exempt transaction.
|
|
(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) 3,885,803
Shares owned by RBI Opportunities and (iv) 1,655,759 Shares owned by RBI Opportunities II.
|
Percentage: Approximately
10.1%
|
(b)
|
1. Sole power to vote or direct vote: 5,744,893
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,744,893
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RBI Manager has not entered into any transactions in the securities of the Issuer during the past
sixty days.
|
|
(a)
|
As of the date hereof, the RBI Plan beneficially owned 63,481 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 63,481
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 63,481
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer by the RBI Plan 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.
|
|
(a)
|
As of the date hereof, Mr. Richmond beneficially owned 206,180 Shares, including 28,096 Shares
directly owned by his spouse, 147 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) 4,981,651 Shares held in the Separately Managed Accounts, (ii) 164,841 Shares owned by RBI PI, (iii) 38,490 Shares owned
by RBI PII, (iv) 3,885,803 Shares owned by RBI Opportunities, (v) 1,655,759 Shares owned by RBI Opportunities II and (vi) 63,481
Shares owned by the RBI Plan.
|
Percentage: Approximately
19.3%
|
(b)
|
1. Sole power to vote or direct vote: 5,922,823
2. Shared power to vote or direct vote: 91,731
3. Sole power to dispose or direct the disposition: 5,922,823
4. Shared power to dispose or direct the disposition: 5,073,382
|
|
(c)
|
The transactions in the securities of the Issuer by Mr. Richmond 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.
|
|
(a)
|
As of the date hereof, Mr. Curfman beneficially owned 79,013 Shares, including 36,249 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) 4,981,651 Shares held in the Separately Managed Accounts and (ii) 63,481 Shares owned by the RBI Plan.
|
Percentage: Approximately
9.0%
|
(b)
|
1. Sole power to vote or direct vote: 42,764
2. Shared power to vote or direct vote: 99,730
3. Sole power to dispose or direct the disposition: 42,764
4. Shared power to dispose or direct the disposition: 5,081,381
|
|
(c)
|
The transactions in the securities of the Issuer by Mr. Curfman 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.
|
An aggregate of 11,075,218
Shares, constituting approximately 19.4% of the Shares outstanding, are reported in this Amendment No. 13 to the Schedule 13D.
In the event that the warrants owned by RBI Opportunities and RBI Opportunities II exercisable into 2,770,781 Shares were currently
exercisable and not subject to a 19.9% blocking provision, then the Reporting Persons would collectively beneficially own 13,845,999
Shares, or approximately 23.1% of the outstanding Shares.
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.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item 6 is hereby amended
to add the following:
On March 28, 2019,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is hereby amended
to add the following exhibit:
|
99.1
|
Joint Filing Agreement, dated March 28, 2019.
|
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: March 28, 2019
|
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
|
|
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
|
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
)
Sale of Common Stock
|
(132)
|
3.0500
|
01/28/2019
|
Sale of Common Stock
|
(150)
|
2.9416
|
01/29/2019
|
Purchase of Common Stock
|
3,367
|
2.9697
|
01/30/2019
|
Purchase of Common Stock
|
160
|
2.9945
|
01/31/2019
|
Purchase of Common Stock
|
3,352
|
2.9582
|
01/31/2019
|
Sale of Common Stock
|
(1,500)
|
3.2175
|
02/04/2019
|
Sale of Common Stock
|
(327)
|
3.0612
|
02/05/2019
|
Sale of Common Stock
|
(9)
|
3.0600
|
02/05/2019
|
Purchase of Common Stock
|
1,500
|
3.6793
|
02/08/2019
|
Purchase of Common Stock
|
1,500
|
3.6585
|
02/08/2019
|
Purchase of Common Stock
|
445
|
4.5020
|
02/19/2019
|
Sale of Common Stock
|
(1,095)
|
4.3100
|
02/25/2019
|
Sale of Common Stock
|
(82)
|
4.3502
|
02/25/2019
|
Sale of Common Stock
|
(102)
|
4.4175
|
02/26/2019
|
Sale of Common Stock
|
(99)
|
4.3416
|
02/26/2019
|
Purchase of Common Stock
|
1,124
|
4.4605
|
02/27/2019
|
Purchase of Common Stock
|
438
|
4.4498
|
02/27/2019
|
Sale of Common Stock
|
(95)
|
4.9258
|
03/04/2019
|
Sale of Common Stock
|
(20)
|
4.8419
|
03/04/2019
|
Sale of Common Stock
|
(251)
|
4.8170
|
03/05/2019
|
Sale of Common Stock
|
(2,916)
|
4.7916
|
03/05/2019
|
Purchase of Common Stock
|
598
|
5.0050
|
03/07/2019
|
Purchase of Common Stock
|
505
|
5.0548
|
03/08/2019
|
Purchase of Common Stock
|
990
|
5.0463
|
03/11/2019
|
Sale of Common Stock
|
(72)
|
5.0950
|
03/13/2019
|
Sale of Common Stock
|
(97)
|
5.0940
|
03/13/2019
|
Purchase of Common Stock
|
219
|
4.4977
|
03/14/2019
|
Purchase of Common Stock
|
916
|
6.5500
|
03/21/2019
|
Sale of Common Stock
|
(916)
|
6.6024
|
03/21/2019
|
Richmond
Brothers 401(k) Profit Sharing Plan
Purchase of Common Stock
|
495
|
6.1370
|
03/19/2019
|
Purchase of Common Stock
|
375
|
6.1370
|
03/19/2019
|
Purchase of Common Stock
|
1,017
|
5.5867
|
03/27/2019
|
Purchase of Common Stock
|
1,321
|
5.5867
|
03/27/2019
|
Purchase of Common Stock
|
81
|
5.5867
|
03/27/2019
|
Purchase of Common Stock
|
116
|
5.5867
|
03/27/2019
|
Purchase of Common Stock
|
1,030
|
5.5867
|
03/27/2019
|
Purchase of Common Stock
|
719
|
5.5867
|
03/27/2019
|
Purchase of Common Stock
|
893
|
5.5867
|
03/27/2019
|
Purchase of Common Stock
|
536
|
5.5867
|
03/27/2019
|
Purchase of Common Stock
|
804
|
5.5867
|
03/27/2019
|
Purchase of Common Stock
|
268
|
5.5867
|
03/27/2019
|
David
S. Richmond
Purchase of Common Stock
|
1,554
|
5.5867
|
03/27/2019
|
Matthew
J. Curfman
Purchase of Common Stock
|
228
|
5.5867
|
03/27/2019
|