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CUSIP No. 868168105 |
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Page
6
of 8 Pages |
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Item 3. |
Source and Amount of Funds or Other Consideration |
The Reporting Persons acquired beneficial ownership of an aggregate of 4,380,940 shares of Common Stock for $30,103,926.59
using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions. The purchase price of shares acquired
pursuant to the assignment of Put Options (as defined in Item 6) is not reduced by the premium received by the Reporting Persons upon sale of the Put Options.
4. |
Item 4 of the Schedule 13D shall hereby be amended by inserting the following new paragraph after the second
paragraph: |
On October 30, 2023, the Fund sent the letter attached hereto as Exhibit 3,
which is incorporated herein by reference, to Timothy McQuay, the Chairman of the Board of Directors of the Issuer, setting forth its intention to nominate one director for election at the Issuers upcoming annual meeting. The Fund suggested in
the letter that the Issuer invite a representative of the Fund to join the Issuers board of directors prior to the end of the current calendar year.
5. |
Paragraphs (a), (b), and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as
follows: |
(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting
Persons cover page to this Schedule 13D, are based on a total of 28,091,440 shares of Common Stock issued and outstanding as of July 28, 2023, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended June 30, 2023. All of the share numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of October 30, 2023, unless otherwise
indicated. Each Reporting Persons cover page to this Schedule 13D is incorporated by reference in its entirety into this Item 5(a, b).
The Fund directly holds, and thus has sole voting and dispositive power over, 4,380,940 shares of Common Stock. The GP, as sole
general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund, and Mr. Lynch has shared authority to vote (or direct the vote of), and to
dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns 4,380,940 shares of Common Stock, or approximately 15.6% of the outstanding shares of Common Stock, and the Reporting
Persons beneficially own, in the aggregate, 4,380,940 shares of Common Stock, or approximately 15.6% of the outstanding shares of Common Stock.
(c) No Reporting Person, other than the Fund as set forth in the table below and as described in Item 6, effected any
transaction in shares of the Common Stock from August 31, 2023 (the date 60 days prior to the filing of this Schedule 13D) to October 30, 2023 (the Reporting Period):
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Date of Purchase |
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Shares
Purchased (#) |
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Purchase Price
per Share ($) |
09/08/2023* |
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15,000 |
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$ 5.0000 |
10/20/2023* |
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32,300 |
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$ 5.0000 |
* |
Effected pursuant to the assignment of Put Options (as defined in Item 6). |