|
|
|
|
|
CUSIP No. 68375N103
|
|
Schedule 13D
|
PAGE
2
of 10
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
The Frost Group, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
ý
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
N/A
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
|
SOLE VOTING POWER
|
|
|
0
|
Shares
|
8
|
|
SHARED VOTING POWER
|
|
|
20,091,062
|
Shares
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
Shares
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
20,091,062
|
Shares
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
20,091,062
|
Shares
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
3.6%
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
CUSIP No. 68375N103
|
|
Schedule 13D
|
PAGE
3
of 10
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
Frost Gamma Investments Trust
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
ý
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
WC,OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
|
SOLE VOTING POWER
|
|
|
164,234,443
|
Shares
|
8
|
|
SHARED VOTING POWER
|
|
|
20,091,062
|
Shares
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
164,234,443
|
Shares
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
20,091,062
|
Shares
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
184,325,505
|
Shares
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
33.0%
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
CUSIP No. 68375N103
|
|
Schedule 13D
|
PAGE
4
of 10
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
Frost Nevada Investments Trust
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
ý
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
WC,OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
|
SOLE VOTING POWER
|
|
|
395,000
|
Shares
|
8
|
|
SHARED VOTING POWER
|
|
|
0
|
Shares
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
395,000
|
Shares
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
Shares
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
395,000
|
Shares
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.1%
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
CUSIP No. 68375N103
|
|
Schedule 13D
|
PAGE
5
of 10
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
Phillip Frost, M.D.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
ý
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
N/A
|
5
|
|
CHECK BOX 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
|
|
|
168,523,394
|
Shares*
|
8
|
|
SHARED VOTING POWER
|
|
|
22,942,892
|
Shares**
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
168,523,394
|
Shares*
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
22,942,892
|
Shares**
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
191,466,286
|
Shares***
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
34.2%
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
*Includes (i)
3,068,951
shares of Common Stock held individually by Dr. Frost; (ii)
395,000
shares of Common Stock held by Frost Nevada, which is controlled by Dr. Frost as sole trustee; (iii) options to acquire
825,000
shares of Common Stock, which are exercisable within 60 days; and (iv)
164,234,443
shares of Common Stock held by Gamma Trust, which is controlled by Dr. Frost as sole trustee.
**Includes (i)
2,851,830
shares of Common Stock held by the Phillip and Patricia Frost Philanthropic Foundation, Inc., which is controlled by Dr. Frost and his wife, and (ii)
20,091,062
shares of Common Stock held by Frost Group.
***Includes (i)
3,068,951
shares of Common Stock held individually by Dr. Frost; (ii)
395,000
shares of Common Stock held by Frost Nevada, which is controlled by Dr. Frost as sole trustee; (iii) options to acquire
825,000
shares of Common Stock, which are exercisable within 60 days; (iv)
164,234,443
shares of Common Stock held by
|
|
|
|
|
CUSIP No. 68375N103
|
|
Schedule 13D
|
PAGE
6
of 10
|
Gamma Trust, which is controlled by Dr. Frost as sole trustee; (v)
2,851,830
shares of Common Stock held by the Phillip and Patricia Frost Philanthropic Foundation, Inc., which is controlled by Dr. Frost and his wife; and (vi)
20,091,062
shares of Common Stock held by Frost Group.
|
|
|
|
|
CUSIP No. 68375N103
|
|
Schedule 13D
|
PAGE
7
of 10
|
This Amendment No.
15
(the “Amendment”) amends and supplements the statement on Schedule 13D filed on February 15, 2007, as amended by Amendment No. 1 to the Schedule 13D filed on April 6, 2007, as amended by Amendment No. 2 to the Schedule 13D filed on August 2, 2007, as amended by Amendment No. 3 to the Schedule 13D filed on February 14, 2008, as amended by Amendment No. 4 to Schedule 13D filed on August 21, 2008, as amended by Amendment No. 5 to the Schedule 13D filed on February 26, 2009, as amended by Amendment No. 6 to the Schedule 13D filed on March 19, 2009, as amended by Amendment No. 7 to the Schedule 13D filed on October 1, 2009, as amended by Amendment No. 8 to the Schedule 13D filed on March 28, 2011, as amended by Amendment No. 9 to the Schedule 13D filed on October 24, 2011, as amended by Amendment No. 10 to the Schedule 13D filed on October 11, 2012, as amended by Amendment No. 11 to the Schedule 13D filed on March 21, 2013, as amended by Amendment No. 12 to the Schedule 13D filed on September 16, 2013, as amended by Amendment No. 13 to the Schedule 13D filed on February 17, 2015, as amended by Amendment No. 14 to the Schedule 13D filed on December 18, 2015 (collectively, the “Original Schedule 13D”), by The Frost Group, LLC (“Frost Group”), Frost Gamma Investments Trust (“Gamma Trust”), Frost Nevada Investments Trust (“Frost Nevada”), and Phillip Frost, M.D. (“Dr. Frost”). This Amendment is filed pursuant to the Joint Filing Agreement as executed by the reporting persons listed on the cover pages to this Amendment.
|
|
|
ITEM 2.
|
Identity and Background.
Paragraphs 1 and 2 of Item 2 are deleted in their entirety and replaced with the following text:
|
This Schedule 13D is being filed jointly on behalf of The Frost Group, LLC, a Florida limited liability company (“Frost Group”), Frost Gamma Investments Trust, a trust formed under the laws of the State of Florida (“Gamma Trust”) and the controlling member of Frost Group, Frost Nevada Investments Trust, a trust formed under the laws of the State of Florida (“Frost Nevada”), and Phillip Frost, M.D. (“Dr. Frost”), an individual residing in the State of Florida and the sole trustee of Gamma Trust and Frost Nevada. Frost Group, Gamma Trust, Frost Nevada, and Dr. Frost are collectively referred to herein as the “Reporting Persons.” The principal business address of the Reporting Persons is 4400 Biscayne Blvd., Suite 1500, Miami, FL 33137.
Each of Frost Group, Gamma Trust, and Frost Nevada is an entity formed for the purpose of making and holding investments. The Officers of Frost Group are Dr. Frost, President and Chairman, Mr. Steven D. Rubin, Vice President and Secretary, Mr. Rao Uppaluri, Vice President and Treasurer, and Ms. Jane Hsiao, Vice President. Dr. Frost is a United States citizen whose present principal occupation is private investor.
|
|
|
ITEM 3.
|
Source and Amount of Funds or Other Consideration.
Item 3 is amended by adding the following paragraphs to the end of the item:
|
Gamma Trust acquired
5,899,900
shares of Common Stock, for investment purposes, in a series of transactions from
December 18, 2015
to
August 25, 2017
for an aggregate purchase price of $
45,498,037.76
. The source of funds used to acquire the Shares was working capital of Gamma Trust.
Frost Nevada acquired
395,000
shares of Common Stock, for investment purposes, in a series of transactions from
September 14, 2017
to
September 19, 2017
for an aggregate purchase price of $
2,366,133.95
. The source of funds used to acquire the Shares was working capital of Frost Nevada.
|
|
|
ITEM 4.
|
Purpose of Transaction.
Item 4 is amended by adding the following paragraphs to the end of the item:
|
Gamma Trust acquired
5,899,900
shares of Common Stock, for investment purposes, in a series of transactions from
December 18, 2015
to
August 25, 2017
.
Frost Nevada acquired
395,000
shares of Common Stock, for investment purposes, in a series of transactions from
September 14, 2017
to
September 19, 2017
.
|
|
|
|
|
CUSIP No. 68375N103
|
|
Schedule 13D
|
PAGE
8
of 10
|
|
|
|
ITEM 5.
|
Interest in Securities of the Issuer.
Item 5 is deleted in its entirety and replaced with the following text:
|
(a)-(b) Frost Group beneficially owns
20,091,062
shares of Common Stock. The
20,091,062
shares of Common Stock beneficially owned by Frost Group constitute approximately
3.6%
of the Company’s outstanding shares of Common Stock, based upon
559,404,941
shares of Common Stock outstanding as of
August 1, 2017
. Frost Group shares the power to vote and the power to dispose such shares with Gamma Trust and Dr. Frost.
Gamma Trust directly beneficially owns
164,234,443
shares of Common Stock. Also, Gamma Trust, as the controlling member of Frost Group, may be deemed to beneficially own the
20,091,062
shares of Common Stock beneficially owned by Frost Group. The
184,325,505
total shares of Common Stock beneficially owned by Gamma Trust constitute
33.0%
of the Company’s outstanding shares of Common Stock, based upon
559,404,941
shares of Common Stock outstanding as of
August 1, 2017
. Dr. Frost is the sole trustee of Gamma Trust and holds sole voting and dispositive power with respect to
168,523,394
shares of Common Stock. Gamma Trust has shared voting and dispositive power with respect to the
20,091,062
shares of Common Stock owned by Frost Group.
Frost Nevada directly beneficially owns
395,000
shares of Common Stock. The
395,000
total shares of Common Stock beneficially owned by Frost Nevada constitute
0.1%
of the Company’s outstanding shares of Common Stock, based upon
559,404,941
shares of Common Stock outstanding as of
August 1, 2017
. Dr. Frost is the sole trustee of Frost Nevada and holds sole voting and dispositive power with respect to
395,000
shares of Common Stock.
In addition, the Phillip and Patricia Frost Philanthropic Foundation, Inc., which is controlled by Dr. Frost and his wife, owns
2,851,830
shares of Common Stock. Dr. Frost, as the sole trustee of Gamma Trust, which is the controlling member of Frost Group, may be deemed to beneficially own the
20,091,062
shares of Common Stock beneficially owned by Frost Group and the
164,234,443
shares of Common Stock beneficially owned by Gamma Trust. Dr. Frost, as the sole trustee of Frost Nevada may be deemed to beneficially own the
395,000
shares of Common Stock beneficially owned by Frost Nevada. The
191,466,286
shares of Common Stock beneficially owned by Dr. Frost constitute
34.2%
of the Company’s outstanding shares of Common Stock, based upon
559,404,941
shares of Common Stock outstanding as of
August 1, 2017
. Dr. Frost, as sole trustee of Gamma Trust, has sole voting and dispositive power over
164,234,443
shares of Common Stock. Dr. Frost, as sole trustee of Frost Nevada, has sole voting and dispositive power over
395,000
shares of Common Stock. Dr. Frost has shared voting and dispositive power with respect to
20,091,062
shares of Common Stock owned by Frost Group and
2,851,830
shares of Common Stock owned by the Phillip and Patricia Frost Philanthropic Foundation, Inc. Dr. Frost individually owns
3,068,951
shares of Common Stock and options to acquire
825,000
shares of Common Stock, which are exercisable within 60 days, and has sole voting and dispositive power over each.
(c) In the last 60 days prior to the filing of this Amendment No.
15
, neither the Frost Group nor Dr. Frost has effected any transactions in the shares of Common Stock.
In the last 60 days prior to the filing of this Amendment No.
15
, Gamma Trust has acquired a total of
522,100
shares of Common Stock purchased on the open market at prices ranging from $
5.875
to $
6.48
per share. The following table sets forth the information with regard to Common Stock purchased by Gamma Trust on the open market in the last 60 days.
|
|
|
|
|
CUSIP No. 68375N103
|
|
Schedule 13D
|
PAGE
9
of 10
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
Quantity
|
Average Price
|
Cost
|
Range
|
7/24/17
|
|
45,000
|
|
6.4233
|
|
$
|
289,049.50
|
|
6.405-6.44
|
7/25/17
|
|
39,800
|
|
6.4113
|
|
$
|
255,170.00
|
|
6.395-6.46
|
7/26/17
|
|
36,200
|
|
6.3871
|
|
$
|
231,213.78
|
|
6.34-6.41
|
7/27/17
|
|
23,600
|
|
6.3427
|
|
$
|
149,687.36
|
|
6.29-6.42
|
7/28/17
|
|
35,100
|
|
6.2966
|
|
$
|
221,012.25
|
|
6.25-6.34
|
8/1/17
|
|
46,600
|
|
6.2456
|
|
$
|
291,046.41
|
|
6.20-6.33
|
8/2/17
|
|
25,000
|
|
6.1496
|
|
$
|
153,740.00
|
|
6.125-6.17
|
8/8/17
|
|
5,000
|
|
6.0500
|
|
$
|
30,250.00
|
|
6.05
|
8/9/17
|
|
18,000
|
|
6.3460
|
|
$
|
114,227.12
|
|
6.06-6.48
|
8/10/17
|
|
39,000
|
|
6.2255
|
|
$
|
242,793.94
|
|
6.135-6.33
|
8/11/17
|
|
10,000
|
|
6.1895
|
|
$
|
61,894.74
|
|
6.10-6.235
|
8/14/17
|
|
10,000
|
|
6.1527
|
|
$
|
61,526.50
|
|
6.135-6.16
|
8/15/17
|
|
25,000
|
|
6.0830
|
|
$
|
152,074.32
|
|
6.06-6.12
|
8/16/17
|
|
40,000
|
|
6.0434
|
|
$
|
241,734.25
|
|
6.015-6.07
|
8/17/17
|
|
50,000
|
|
5.9610
|
|
$
|
298,047.75
|
|
5.875-6.02
|
8/21/17
|
|
25,000
|
|
6.1015
|
|
$
|
152,538.50
|
|
6.01-6.14
|
8/22/17
|
|
1,800
|
|
6.1300
|
|
$
|
11,034.00
|
|
6.13
|
8/23/17
|
|
12,000
|
|
6.1295
|
|
$
|
73,553.79
|
|
6.095-6.16
|
8/24/17
|
|
10,000
|
|
6.2353
|
|
$
|
62,352.50
|
|
6.14-6.29
|
8/25/17
|
|
25,000
|
|
6.1694
|
|
$
|
154,235.91
|
|
6.14-6.24
|
In the last 60 days prior to the filing of this Amendment No.
15
, Frost Nevada has acquired a total of
395,000
shares of Common Stock purchased on the open market at prices ranging from $
5.925
to $
6.03
per share. The following table sets forth the information with regard to Common Stock purchased by Frost Nevada on the open market in the last 60 days.
|
|
|
|
|
|
|
|
|
|
|
Date
|
Quantity
|
Average Price
|
Cost
|
Range
|
9/14/17
|
|
260,000
|
|
5.9832
|
|
$
|
1,555,623.70
|
|
5.925-6.03
|
9/15/17
|
|
80,000
|
|
6.0051
|
|
$
|
480,411.00
|
|
6.00-6.01
|
9/18/17
|
|
40,000
|
|
6.0000
|
|
$
|
240,000.00
|
|
5.995-6.01
|
9/19/17
|
|
15,000
|
|
6.0066
|
|
$
|
90,099.25
|
|
5.9975-6.01
|
The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares purchased or sold at each separate price.
Except as described herein, no other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Company beneficially owned by them.
|
|
|
|
|
CUSIP No. 68375N103
|
|
Schedule 13D
|
PAGE
10
of 10
|
|
|
|
|
Materials to be Filed as Exhibits.
Item 7 is amended to add the following text to the end of the item:
|
Joint Filing Agreement, dated as of
September 20, 2017
, by and among the Reporting Persons.
|
|
|
|
|
CUSIP No. 68375N103
|
|
Schedule 13D
|
PAGE
11
of 10
|
SIGNATURES
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Frost Group, LLC
|
|
|
|
|
|
Dated:
|
September 20, 2017
|
|
|
|
By:
|
|
/s/ Steven D. Rubin
|
|
|
|
|
|
Name:
|
|
Steven D. Rubin
|
|
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frost Gamma Investments Trust
|
|
|
|
|
|
Dated:
|
September 20, 2017
|
|
|
|
By:
|
|
/s/ Phillip Frost, M.D.
|
|
|
|
|
|
Name:
|
|
Phillip Frost, M.D.
|
|
|
|
|
|
Title:
|
|
Sole Trustee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frost Nevada Investments Trust
|
|
|
|
|
|
Dated:
|
September 20, 2017
|
|
|
|
By:
|
|
/s/ Phillip Frost, M.D.
|
|
|
|
|
|
Name:
|
|
Phillip Frost, M.D.
|
|
|
|
|
|
Title:
|
|
Sole Trustee
|
|
|
|
|
|
Dated:
|
September 20, 2017
|
|
|
|
By:
|
|
/s/ Phillip Frost, M.D.
|
|
|
|
|
|
Name:
|
|
Phillip Frost, M.D.
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Title:
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Phillip Frost, M.D., Individually
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