UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
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Common Stock, $0.001 par value per share
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(Title of Class of Securities)
(CUSIP Number)
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Michael Dorrell
717 Fifth Avenue
Floor 14
New York, New York 10019
(212) 907-5111
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 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 Rule 13d-7(b) for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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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CUSIP No. 88575M 20 0
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Page 2 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Michael B. Dorrell
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
PF
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5
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CHECK 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
Australia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
3,071,429
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
3,071,429
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,071,429
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
3.52%
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14
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TYPE OF REPORTING
PERSON
IN
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CUSIP No. 88575M 20 0
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Page 3 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Murray Edward Bleach
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK 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
Australia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
625,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
625,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
625,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.72%
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14
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TYPE OF REPORTING
PERSON
IN
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CUSIP No. 88575M 20 0
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Page 4 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Peter J. Bruce
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK 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
Australia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
125,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
125,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
125,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.14%
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14
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TYPE OF REPORTING
PERSON
IN
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CUSIP No. 88575M 20 0
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Page 5 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Michael R. Coulton
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK 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
Australia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
125,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
125,000
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10
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SHARED DISPOSITIVE POWER
0
|
11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
125,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.14%
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14
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TYPE OF REPORTING
PERSON
IN
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CUSIP No. 88575M 20 0
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Page 6 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Henry M. Dietrich
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK 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
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
187,500
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
187,500
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
187,500
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.22%
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14
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TYPE OF REPORTING
PERSON
IN
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CUSIP No. 88575M 20 0
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Page 7 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Melissa Bridgeford
Doering
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK 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
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
250,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
250,000
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|
10
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SHARED DISPOSITIVE POWER
0
|
11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
250,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.29%
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14
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TYPE OF REPORTING
PERSON
IN
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CUSIP No. 88575M 20 0
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Page 8 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Richard Dunn
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
PF
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5
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CHECK 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
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
1,375,000
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8
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SHARED VOTING POWER
0
|
|
9
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SOLE DISPOSITIVE POWER
1,375,000
|
|
10
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SHARED DISPOSITIVE POWER
0
|
11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,375,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
1.59%
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14
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TYPE OF REPORTING
PERSON
IN
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CUSIP No. 88575M 20 0
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Page 9 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Kenneth T. Friedman
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
PF
|
5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,517,303
|
|
8
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SHARED VOTING POWER
0
|
|
9
|
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SOLE DISPOSITIVE POWER
1,517,303
|
|
10
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|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,517,303
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
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|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
1.75%
|
14
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TYPE OF REPORTING
PERSON
IN
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CUSIP No. 88575M 20 0
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Page 10 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Glikbarg Revocable
Trust
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
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SOURCE OF FUNDS
PF
|
5
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|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
327,000
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
327,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
327,000
|
12
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|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
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|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.38%
|
14
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TYPE OF REPORTING
PERSON
OO
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CUSIP No. 88575M 20 0
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Page 11 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
R. N. Gold & Company, Inc. Profit
Sharing Pension Trust
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
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SOURCE OF FUNDS
WC
|
5
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|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
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|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
125,000
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
125,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
125,000
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.14%
|
14
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TYPE OF REPORTING
PERSON
EP
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CUSIP No. 88575M 20 0
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Page 12 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Asami Ishimaru
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
PF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Japan
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
1,397,297
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
1,397,297
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,397,297
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
1.61%
|
14
|
|
TYPE OF REPORTING
PERSON
IN
|
|
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|
CUSIP No. 88575M 20 0
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Page 13 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Craig Linden
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
PF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
1,397,297
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
1,397,297
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,397,297
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
1.61%
|
14
|
|
TYPE OF REPORTING
PERSON
IN
|
|
|
|
CUSIP No. 88575M 20 0
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Page 14 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Meyer & Doreen Luskin Family
Trust
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
PF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
2,500,000
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
2,500,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,500,000
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
2.89%
|
14
|
|
TYPE OF REPORTING
PERSON
OO
|
|
|
|
CUSIP No. 88575M 20 0
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Page 15 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Samuel May
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
PF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Australia
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
425,000
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
425,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
425,000
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.49%
|
14
|
|
TYPE OF REPORTING
PERSON
IN
|
|
|
|
CUSIP No. 88575M 20 0
|
|
Page 16 of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Moreno Energy, Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
WC
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
650,000
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
650,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
650,000
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.75%
|
14
|
|
TYPE OF REPORTING
PERSON
CO
|
|
|
|
CUSIP No. 88575M 20 0
|
|
Page 17 of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Duncan D. Murdoch
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
PF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Australia
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
125,000
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
125,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
125,000
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.14%
|
14
|
|
TYPE OF REPORTING
PERSON
IN
|
|
|
|
CUSIP No. 88575M 20 0
|
|
Page 18 of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Sherwin N. Scott
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
PF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
597,571
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
597,571
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
597,571
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.69%
|
14
|
|
TYPE OF REPORTING
PERSON
IN
|
|
|
|
CUSIP No. 88575M 20 0
|
|
Page 19 of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Luke R. Taylor
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
PF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
New Zealand
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
125,000
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
125,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
125,000
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0.14%
|
14
|
|
TYPE OF REPORTING
PERSON
IN
|
|
|
|
CUSIP No. 88575M 20 0
|
|
Page 20 of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Trent D. Vichie
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
PF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Australia
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,000,000
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,000,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,000,000
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
1.15%
|
14
|
|
TYPE OF REPORTING
PERSON
IN
|
|
|
|
CUSIP No. 88575M 20 0
|
|
Page 21 of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Lawrence A. Weinstein
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF GROUP
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
PF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,000,000
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,000,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,000,000
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
1.15%
|
14
|
|
TYPE OF REPORTING
PERSON
IN
|
|
|
|
CUSIP No. 88575M 20 0
|
|
Page
22
of 30
|
Item 1.
|
Security and Issuer.
|
The
class of equity securities to which this statement on Schedule 13D (the
Statement
) relates is the Common Stock, $0.001 par value per share (the
Common Stock
), of JBI, Inc., a Nevada corporation (the
Issuer
). The principal executive offices of the Issuer are located at 1783 Allanport Road, Thorold, Ontario, Canada L0S 1K0.
Item 2.
|
Identity and Background.
|
(a) through (c) and (f)
This statement is being filed by the individuals and entities listed below (each a
Reporting Person
and, collectively, the
Reporting Persons
). The information
contained on the cover pages to this Schedule 13D is incorporated herein by reference.
|
|
|
|
|
Name
|
|
Residence or
Business Address
|
|
Present Principal Occupation and the Name, Principal
Business and Address of Any
Entity in which such Occupation is Conducted
|
Michael B. Dorrell
|
|
717 Fifth Avenue
Floor 14
New York, NY 10022
|
|
Senior Managing Director
Stonepeak Infrastructure Partners
717 Fifth Avenue
Floor 14
New York,
NY 10022
|
|
|
|
Murray Edward Bleach
|
|
28 Arnold Street
Killara NSW 2071
Australia
|
|
Corporate Director
|
|
|
|
Peter J. Bruce
|
|
125 W. 55
th
Street
New York, NY 10019
|
|
Investment Banker
Macquarie Capital
125 W.
55
th
Street
New York, NY 10019
|
|
|
|
Michael R. Colton
|
|
One Curzon Street
London W1J 5HD
United Kingdon
|
|
Counsel
Lasalle Investment Management
One Curzon Street
London W1J 5HD
United Kingdon
|
|
|
|
Henry M. Dietrich
|
|
55 E. 52
nd
Street
34
th
Floor
New York, NY 10055
|
|
Principal
First Avenue
55 E. 52
nd
Street
34
th
Floor
New York, NY 10055
|
|
|
|
Melissa Bridgeford Doering
|
|
135 East 57
th
Street
New York, NY 10022
|
|
Investment Management
Guggenheim Real Estate
135 East 57
th
Street
New York, NY 10022
|
|
|
|
Richard Dunn
|
|
Piazza dAracoeli 3
Rome, 00186 Italy
|
|
Private Investor
|
|
|
|
Kenneth T. Friedman
|
|
27800 Pacific Coast
Highway
Malibu, CA 90265
|
|
Private Investor
Friedman Enterprises
27800 Pacific Coast Highway
Malibu, CA 90265
|
|
|
|
Glikbarg Revocable Trust
|
|
200 W. Victoria Street
Santa Barbara, CA 93101
|
|
n/a
|
|
|
|
R.N. Gold & Company, Inc. Profit Sharing Pension Trust
|
|
19 Rowayton Avenue
Rowayton, CT 06853
|
|
n/a
|
|
|
|
CUSIP No. 88575M 20 0
|
|
Page
23
of 30
|
|
|
|
|
|
Asami Ishimaru
|
|
1049 Fifth Avenue
New York, NY 10028
|
|
Retired
|
|
|
|
Craig Linden
|
|
1049 Fifth Avenue
New York, NY 10028
|
|
Independent Contractor
|
|
|
|
Meyer & Doreen Luskin Family Trust
|
|
1884 Mango Way
Los Angeles, CA 90049
|
|
n/a
|
|
|
|
Samuel May
|
|
350 South Grande Avenue
Los Angeles, CA 90071
|
|
Accountant
PricewaterhouseCoopers LLP
350 South Grande Avenue
Los Angeles, CA 90071
|
|
|
|
Moreno Energy, Inc.
|
|
8818 Stable Crest Blvd
Houston, TX 77024
|
|
n/a
|
|
|
|
Duncan D. Murdoch
|
|
125 W. 55
th
Street
New York, NY 10019
|
|
Senior Managing Director
Macquarie Capital
125 W.
55
th
Street
New York, NY 10019
|
|
|
|
Sherwin N. Scott
|
|
21090 North Pima Road
Scottsdale, AZ 85255
|
|
Private Investor
|
|
|
|
Luke R. Taylor
|
|
717 Fifth Avenue
Floor 14
New York, NY 10022
|
|
Private Equity
Stonepeak Infrastructure Partners
717 Fifth Avenue
Floor 14
New York,
NY 10022
|
|
|
|
Trent D. Vichie
|
|
717 Fifth Avenue
Floor 14
New York, NY 10022
|
|
Fund Manager
Stonepeak Infrastructure Partners
717 Fifth Avenue
Floor 14
New York,
NY 10022
|
|
|
|
Lawrence A. Weinstein
|
|
919 South Grand Avenue
Los Angeles, CA 90015
|
|
Director
Fashion Institute of Design and Merchandising
919 South Grand Avenue
Los Angeles, CA 90015
|
(d) and (e)
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a 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 violation of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
|
|
|
CUSIP No. 88575M 20 0
|
|
Page
24
of 30
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
All Reporting Persons used personal funds to purchase their shares of Common Stock, with the exceptions that (i) the Glikbarg Revocable Trust and the Meyer & Doreen Luskin Family Trust used
funds available to each trust, (ii) Moreno Energy, Inc. used working capital available to that company, and (iii) the R.N. Gold & Company, Inc. Profit Sharing Pension Trust used funds available to the pension trust.
The Reporting Persons entered into a letter agreement, dated May 15, 2012, by and among John Bordynuik, each of the Reporting Persons
(the
Letter Agreement
). The Letter Agreement is more fully described in Item 4 of this Statement below. No shares were purchased by any Reporting Person pursuant to the Letter Agreement and, thus, no funds were used for such
purpose.
Item 4.
|
Purpose of Transaction.
|
Between May 15, 2012 and May 18, 2012, the Issuer entered into Subscription Agreements (the
Purchase
Agreements
) with several accredited investors, including the Reporting Persons (collectively, the
Purchasers
) in connection with a private placement of shares (the
Shares
) of Common Stock.
Pursuant to the Purchase Agreements, the Issuer sold to the Purchasers an aggregate of 13,428,750 Shares at a purchase price of $0.80 per Share for aggregate gross proceeds to the Issuer of $10.7 million. The Reporting Persons purchased 11,181,250
of the 13,428,750 Shares at an aggregate purchase price of $8,945,000. As a condition to the closing of the transactions contemplated by the Purchase Agreements, the Purchasers required John W. Bordynuik to enter into a letter agreement, dated as of
May 15, 2012 (
Letter Agreement
), pursuant to which Mr. Bordynuik made certain agreements regarding the voting of his shares of Common Stock and his one million shares of the Issuers Series A super majority voting
preferred stock, $0.01 par value per share (the
Series A Preferred
). Mr. Bordynuik is the current Chief of Technology of the Issuer and the former President and Chief Executive Officer of the Issuer.
Pursuant to the Letter Agreement, Mr. Bordynuik agreed to vote his shares of Common Stock and Series A Preferred to, among other
things, (i) effectuate the terms of the Letter Agreement, (ii) appoint five Qualified Independent Directors (as defined in the Letter Agreement) nominated by the Board of Directors to the Board, and (iii) change the name of the Issuer
to Plastic2Oil. In addition, Mr. Bordynuik agreed to refrain from voting his shares of Common Stock and Series A Preferred to, among other things, (i) appoint himself or anyone who is not the President or Treasurer of
the Issuer or a Qualified Independent Director as a member of the Board of Directors, (ii) amend the Issuers Articles of Incorporation or Bylaws, or the Certificate of Designations of the Series A Preferred or (iii) issue stock of
the Issuer (other than Common Stock).
In addition, the Letter Agreement provides that in the event that Mr. Bordynuik
violates the terms of the non-compete provisions of his employment agreement with the Issuer or attempts to transfer his shares of Series A Preferred, except as provided in the Letter Agreement, then he will be required to offer to purchase 100% of
the respective shares of Common Stock owned by each Purchaser (the
Purchasers Put Right
). The Letter
|
|
|
CUSIP No. 88575M 20 0
|
|
Page
25
of 30
|
Agreement also provides that in event Mr. Bordynuik takes the actions discussed in the preceding sentence or additionally Kevin Rauber, the President of the Issuer, is terminated by the
Issuer without cause or resigns with good reason (as such terms are defined in Mr. Raubers employment agreement with the Issuer) and at such time the Board is comprised of less than three Qualified Independent
Directors, or Mr. Bordynuik material breaches certain sections of the Letter Agreement, then he shall offer to sell 100% of his shares of Series A Preferred to the Purchasers
pro rata
(the
Purchasers Call Right
).
The purchase price for exercise of the Purchasers Put Right shall be the greater of (x) $1.00 and (y) the volume-weighted average trading price of the Common Stock in the 30 consecutive day period immediately preceding the date of
the event triggering the purchase. The sale price for exercise of the Purchasers Call Right shall be the par value of $0.001 per share of Series A Preferred.
Following execution of the Letter Agreement, [two] Purchasers (the
Waiving Purchasers
) executed irrevocable waivers of all of their rights under the Letter Agreement. The Waiving
Purchasers are not Reporting Persons.
The Reporting Persons acquired the shares of Common Stock of the Issuer in the private
placement for investment purposes. The Reporting Persons may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Persons, acquire other shares of Common Stock. The Reporting Persons reserve the
right to, and may in the future choose to, change their purpose with respect to the investment and take such actions as they deem appropriate in light of the circumstances, including, without limitation, to dispose of, in the open market, in a
privately negotiated transaction, by transfer, by exchange or by gift, all or a portion of the shares of Common Stock which they now own or may hereafter acquire from the Issuer.
The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the
complete text of the Letter Agreement attached hereto as Exhibit 1 which is incorporated herein by reference.
Except as
described herein, as of the date of this Schedule 13D, each of the Reporting Persons has no present plans or proposals which would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of
securities of the Issuer; (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in
the present Board of Directors or management of the Issuer; (e) any material change to the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure;
(g) changes in the Issuers articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities to be
delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those actions enumerated above.
|
|
|
CUSIP No. 88575M 20 0
|
|
Page
26
of 30
|
As a result of the agreements described above, including but not limited to the Letter Agreement, the Reporting Persons and the other parties to the Letter Agreement (other than Mr. Bordynuik and the
Waiving Purchasers) may be deemed to comprise a group within the meaning of Section 13(d)(3) of the Exchange Act, although neither the fact of this filing nor any information contained herein shall be deemed to be an admission by
the Reporting Persons that a group exists. In addition, as a result of the agreements described above, including but not limited to the Letter Agreement, the following parties may be deemed to comprise a group within the
meaning of Section 13(d)(3) of the Exchange Act: (a) the Reporting Persons; (b) other purchasers of Common Stock (other than the Waiving Purchasers) in private placement transactions that were entered into by the Issuer between
May 15, 2012 and May 18, 2012; and (c) Mr. Bordynuik.
Item 5.
|
Interest in Securities of the Issuer.
|
The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.
The percentage ownership information as presented in Item 5(a) and Item 5(b) is calculated based on 86,605,966 shares of Common
Stock issued and outstanding, consisting of (i) 73,177,216 shares of the Issuers Common Stock that were outstanding as of May 14, 2012, as last reported by the Issuer in its Quarterly Report on Form 10-Q filed May 15, 2012, and
(ii) the issuance of an aggregate of 13,428,750 shares of Common Stock as reported by the Issuer in its Current Reports on Form 8-K filed on May 17, 2012 and May 22, 2012.
(a) (b) At May 16, 2012, the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons was
16,548,100, or approximately 18.94% of the Issuers issued and outstanding shares of Common Stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Person
|
|
Amount
Beneficially
Owned
|
|
|
Percent of
Class
|
|
|
Sole Power
to Vote or
Direct
the
Vote
|
|
|
Shared
Power to
Vote or
Direct
the
Vote
|
|
|
Sole Power
to Vote or
Direct
the
Vote
|
|
|
Shared
Power to
Vote or
Direct
the
Vote
|
|
|
|
|
|
|
|
|
Michael B. Dorrell*
|
|
|
3,071,429
|
|
|
|
3.52
|
%
|
|
|
3,071,429
|
|
|
|
0
|
|
|
|
3,071,429
|
|
|
|
0
|
|
Murray Edward Bleach
|
|
|
625,000
|
|
|
|
0.72
|
%
|
|
|
625,000
|
|
|
|
0
|
|
|
|
625,000
|
|
|
|
0
|
|
Peter J. Bruce
|
|
|
125,000
|
|
|
|
0.14
|
%
|
|
|
125,000
|
|
|
|
0
|
|
|
|
125,000
|
|
|
|
0
|
|
Michael R. Colton
|
|
|
125,000
|
|
|
|
0.14
|
%
|
|
|
125,000
|
|
|
|
0
|
|
|
|
125,000
|
|
|
|
0
|
|
Henry M. Dietrich
|
|
|
187,500
|
|
|
|
0.22
|
%
|
|
|
187,500
|
|
|
|
0
|
|
|
|
187,500
|
|
|
|
0
|
|
Melissa Bridgeford Doering
|
|
|
250,000
|
|
|
|
0.29
|
%
|
|
|
250,000
|
|
|
|
0
|
|
|
|
250,000
|
|
|
|
0
|
|
Richard Dunn
|
|
|
1,375,000
|
|
|
|
1.59
|
%
|
|
|
1,375,000
|
|
|
|
0
|
|
|
|
1,375,000
|
|
|
|
0
|
|
Kenneth T. Friedman
|
|
|
1,517,303
|
|
|
|
1.75
|
%
|
|
|
1,517,303
|
|
|
|
0
|
|
|
|
1,517,303
|
|
|
|
0
|
|
Glikbarg Revocable Trust
|
|
|
327,000
|
|
|
|
0.38
|
%
|
|
|
327,000
|
|
|
|
0
|
|
|
|
327,000
|
|
|
|
0
|
|
R.N. Gold & Company, Inc. Profit Sharing Pension Trust
|
|
|
125,000
|
|
|
|
0.14
|
%
|
|
|
125,000
|
|
|
|
0
|
|
|
|
125,000
|
|
|
|
0
|
|
Asami Ishimaru**
|
|
|
1,397,297
|
|
|
|
1.61
|
%
|
|
|
0
|
|
|
|
1,397,297
|
|
|
|
0
|
|
|
|
1,397,297
|
|
Craig Linden**
|
|
|
1,397,297
|
|
|
|
1.61
|
%
|
|
|
0
|
|
|
|
1,397,297
|
|
|
|
0
|
|
|
|
1,397,297
|
|
Meyer & Doreen Luskin Family Trust
|
|
|
2,500,000
|
|
|
|
2.89
|
%
|
|
|
2,500,000
|
|
|
|
0
|
|
|
|
2,500,000
|
|
|
|
0
|
|
Samuel May
|
|
|
425,000
|
|
|
|
0.49
|
%
|
|
|
425,000
|
|
|
|
0
|
|
|
|
425,000
|
|
|
|
0
|
|
Moreno Energy, Inc.
|
|
|
650,000
|
|
|
|
0.75
|
%
|
|
|
650,000
|
|
|
|
0
|
|
|
|
650,000
|
|
|
|
0
|
|
Duncan D. Murdoch
|
|
|
125,000
|
|
|
|
0.14
|
%
|
|
|
125,000
|
|
|
|
0
|
|
|
|
125,000
|
|
|
|
0
|
|
Sherwin N. Scott
|
|
|
597,571
|
|
|
|
0.69
|
%
|
|
|
597,571
|
|
|
|
0
|
|
|
|
597,571
|
|
|
|
0
|
|
Luke R. Taylor
|
|
|
125,000
|
|
|
|
0.14
|
%
|
|
|
125,000
|
|
|
|
0
|
|
|
|
125,000
|
|
|
|
0
|
|
Trent D. Vichie
|
|
|
1,000,000
|
|
|
|
1.15
|
%
|
|
|
1,000,000
|
|
|
|
0
|
|
|
|
1,000,000
|
|
|
|
0
|
|
Lawrence A. Weinstein
|
|
|
1,000,000
|
|
|
|
1.15
|
%
|
|
|
1,000,000
|
|
|
|
0
|
|
|
|
1,000,000
|
|
|
|
0
|
|
*
|
375,000 of the shares held by Mr. Dorrell are automatically issuable by the Issuer to Mr. Dorrell pursuant to a price protection agreement that was triggered by the
private placement.
|
**
|
Asami Ishimaru and Craig Linden hold all shares beneficially owned as joint tenants with rights of survivorship.
|
|
|
|
CUSIP No. 88575M 20 0
|
|
Page
27
of 30
|
(c) Other than as described in this Schedule 13D or as set forth below, the Reporting Persons have not effected any transactions in Common Stock during the past 60 days.
Pursuant to the Subscription Agreements, the Issuer agreed to issue and sell to the Reporting Persons an aggregate of 11,181,250 shares of
Common Stock at a purchase price of $0.80 per share. The Reporting Persons participated in the private placement as follows:
|
|
|
|
|
Reporting Person
|
|
Shares of Common Stock
Purchased in Private Placement
|
|
|
|
Michael B. Dorrell
|
|
|
125,000
|
|
Murray Edward Bleach
|
|
|
625,000
|
|
Peter J. Bruce
|
|
|
125,000
|
|
Michael R. Colton
|
|
|
125,000
|
|
Henry M. Dietrich
|
|
|
187,500
|
|
Melissa Bridgeford Doering
|
|
|
250,000
|
|
Richard Dunn
|
|
|
1,375,000
|
|
Kenneth T. Friedman
|
|
|
500,000
|
|
Glikbarg Revocable Trust
|
|
|
250,000
|
|
R.N. Gold & Company, Inc. Profit Sharing Pension Trust
|
|
|
125,000
|
|
Asami Ishimaru
|
|
|
400,000
|
*
|
Craig Linden
|
|
|
400,000
|
*
|
Meyer & Doreen Luskin Family Trust
|
|
|
2,500,000
|
|
Samuel May
|
|
|
425,000
|
|
Moreno Energy, Inc.
|
|
|
500,000
|
|
Duncan D. Murdoch
|
|
|
125,000
|
|
Sherwin N. Scott
|
|
|
418,750
|
|
Luke R. Taylor
|
|
|
125,000
|
|
Trent D. Vichie
|
|
|
1,000,000
|
|
Lawrence A. Weinstein
|
|
|
1,000,000
|
|
*
|
Asami Ishimaru and Craig Linden purchased 400,000 shares of Common Stock in the Private Placement together as joint tenants with rights of survivorship.
|
|
|
|
CUSIP No. 88575M 20 0
|
|
Page
28
of 30
|
In addition, the Reporting Persons have effected the following transactions in Common Stock during the past 60 days:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Person
|
|
Date
|
|
Shares
Acquired
|
|
|
Shares
Disposed
|
|
|
Price per
Share
|
|
|
Description of
Transaction
|
|
|
|
|
|
|
Glikbarg Revocable Trust
|
|
5/22/2012
|
|
|
4,500
|
|
|
|
|
|
|
$
|
1.32
|
|
|
Open market purchase
|
Glikbarg Revocable Trust
|
|
5/22/2012
|
|
|
300
|
|
|
|
|
|
|
$
|
1.37
|
|
|
Open market purchase
|
Glikbarg Revocable Trust
|
|
5/22/2012
|
|
|
2,400
|
|
|
|
|
|
|
$
|
1.39
|
|
|
Open market purchase
|
Glikbarg Revocable Trust
|
|
5/22/2012
|
|
|
1,100
|
|
|
|
|
|
|
$
|
1.35
|
|
|
Open market purchase
|
Glikbarg Revocable Trust
|
|
5/22/2012
|
|
|
68,700
|
|
|
|
|
|
|
$
|
1.269
|
|
|
Open market purchase
|
Meyer & Doreen Luskin Family Trust
|
|
5/04/2012
|
|
|
|
|
|
|
170,000
|
|
|
$
|
0
|
|
|
Charitable gift
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
The Reporting Persons response to Item 4 is incorporated by reference herein. In addition, each of the Reporting Persons is a
party to the Joint Filing Agreement, which is filed as Exhibit 2 to this Statement and is incorporated herein by reference.
Except as disclosed in or incorporated by reference into this Item 6 of this Schedule 13D, to the best knowledge of the Reporting
Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer.
Item 7.
|
Material to be Filed as Exhibits.
|
|
|
|
Exhibit
|
|
Description
|
|
|
1
|
|
Letter Agreement, dated as of May 15, 2012, between John Bordynuik and each of the Reporting Persons
|
|
|
2
|
|
Joint Filing Agreement among the Reporting Persons
|
|
|
3
|
|
Powers of Attorney of the Reporting Persons
|
|
|
|
CUSIP No. 88575M 20 0
|
|
Page
29
of 30
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 25, 2012
|
/s/ Michael B. Dorrell *
|
Michael B. Dorrell
|
|
/s/ Murray Edward Bleach *
|
Murray Edward Bleach
|
|
/s/ Peter J. Bruce *
|
Peter J. Bruce
|
|
/s/ Michael R. Coulton *
|
Michael R. Coulton
|
|
/s/ Henry M. Dietrich *
|
Henry M. Dietrich
|
|
/s/ Melissa B. Doering *
|
Melissa B. Doering
|
|
/s/ Richard Dunn *
|
Richard Dunn
|
|
/s/ Kenneth T. Friedman *
|
Kenneth T. Friedman
|
|
/s/ Glikbarg Revocable Trust *
|
Glikbarg Recovable Trust
|
|
/s/ R.N. Gold & Company, Inc. Profit Sharing Pension Trust *
|
R.N. Gold & Company, Inc. Profit Sharing Pension Trust
|
|
/s/ Asami Ishimaru *
|
Asami Ishimaru
|
|
/s/ Craig Linden *
|
Craig Linden
|
|
/s/ Meyer & Doreen Luskin Family Trust *
|
Meyer & Doreen Luskin Family Trust
|
|
|
|
CUSIP No. 88575M 20 0
|
|
Page
30
of 30
|
|
/s/ Samuel May *
|
Samuel May
|
|
/s/ Moreno Energy, Inc. *
|
Moreno Energy, Inc.
|
|
/s/ Duncan D. Murdoch *
|
Duncan D. Murdoch
|
|
/s/ Sherwin N. Scott *
|
Sherwin N. Scott
|
|
/s/ Luke R. Taylor *
|
Luke R. Taylor
|
|
/s/ Trent D. Vichie *
|
Trent D. Vichie
|
|
/s/ Lawrence A. Weinstein *
|
Lawrence A. Weinstein
|
|
*/s/ David I. Meyers
|
David I. Meyers
|
Attorney-in-Fact
|
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