John A. Levin
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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Levin Capital Strategies, L.P.
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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, 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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☐
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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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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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1,063,732
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,430,020
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,430,020
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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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8.4%
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14
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSON
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Levin Capital Strategies GP, 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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☐
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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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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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1,063,732
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,430,020
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,430,020
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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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8.4%
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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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Bi-Directional Disequilibrium Master Fund, LTD.
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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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Cayman Islands
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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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9,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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9,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,000
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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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CO
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1
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NAME OF REPORTING PERSON
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LCS, 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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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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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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0
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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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0
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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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0%
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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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Levcap Alternative Fund, L.P.
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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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
|
|
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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10,101
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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|
10
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SHARED DISPOSITIVE POWER
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10,101
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,101
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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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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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PN
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1
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NAME OF REPORTING PERSON
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LCS Event Partners, LLC
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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
|
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SOURCE OF FUNDS
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AF
|
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|
5
|
|
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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|
|
|
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|
Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
10,101
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
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|
|
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|
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|
0
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
10,101
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
10,101
|
|
|
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
|
|
|
|
|
|
|
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|
OO
|
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|
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1
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NAME OF REPORTING PERSON
|
|
|
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|
|
|
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|
|
Safinia Partners, L.P.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
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|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,502
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,502
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,502
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
LCS L/S, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,502
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,502
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,502
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
John A. Levin
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
United States of America
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,063,732
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,430,020
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,430,020
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
8.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
ITEM 1.
|
SECURITY AND ISSUER
.
|
This statement relates
to the common stock, par value $1.00 per share (the “Shares”), of Farmer Bros. Co., a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 1912 Farmer Brothers Drive, Northlake, Texas 76262.
|
ITEM 2.
|
IDENTITY AND BACKGROUND
.
|
(a) This
statement is filed by:
|
(i)
|
Levin Capital Strategies, L.P., a Delaware limited partnership (“LCS”),
|
|
(ii)
|
Levin Capital Strategies GP, LLC, a Delaware limited liability company (“LCS GP”),
|
|
(iii)
|
Bi-Directional Disequilibrium Master Fund, LTD., a Cayman Islands exempted company (“BiDD”),
|
|
(iv)
|
LCS, LLC, a Delaware limited liability company (“LCSL”),
|
|
(v)
|
Levcap Alternative Fund, L.P., a Delaware limited partnership (“Levcap”),
|
|
(vi)
|
LCS Event Partners, LLC, a Delaware limited liability company (“LCSEP”),
|
|
(vii)
|
Safinia Partners, L.P., a Delaware limited partnership (“Safinia”),
|
|
(viii)
|
LCS L/S, LLC, a Delaware limited liability company (“LCSLS”), and
|
|
(ix)
|
John A. Levin, a U.S. citizen (“Mr. Levin”).
|
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.
Set forth on Appendix
A annexed hereto (“Appendix A”) is the name and present principal business, occupation or employment and the name,
principal business and address of any corporation or other organization in which such employment is conducted of the directors
of BiDD. BiDD does not have any executive officers.
(b) The
address of the principal executive office of each of the Reporting Persons is 595 Madison Avenue, 17th Floor, New York, New York
10022.
(c) The
principal business of LCS is acting as the investment advisor to BiDD, Levcap, Safinia and certain managed accounts and as a sub-investment
advisor to certain other investment companies, as further described in Item 5. The principal business of LCS GP is acting as the
general partner of LCS. The principal business of BiDD, Levcap and Safinia is investing in securities. The principal business of LCSEP is acting as the general partner to Levcap. The
principal business of LCSLS is acting as the general partner to Safinia. The principal business of Mr. Levin is acting as the Chief
Executive Officer of LCS and the managing member of each of LCSL, LCSEP and LCSLS.
(d) During
the last five years, no Reporting Person, nor any person listed on Appendix A, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During
the last five years, no Reporting Person, nor any person listed on Appendix A, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction that resulted in such Reporting Person being 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) Except
as set forth on Appendix A, Levin and each person listed on Appendix A is a citizen of the United States of America.
|
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
.
|
The Shares purchased
by LCS were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase
price of the 1,430,020 Shares owned directly by LCS is approximately $35,959,131, including brokerage commissions.
The Shares purchased
by BiDD were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase
price of the 9,000 Shares owned directly by BiDD is approximately $255,640, including brokerage commissions.
The Shares purchased
by Levcap were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase
price of the 10,101 Shares owned directly by Levcap is approximately $245,252, including brokerage commissions.
The Shares purchased
by Safinia were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase
price of the 4,502 Shares owned directly by Safinia is approximately $124,911, including brokerage commissions.
To the best of the
Reporting Persons’ knowledge, none of the persons listed on Appendix A beneficially owns any securities of the Issuer.
|
ITEM 4.
|
PURPOSE OF TRANSACTION
.
|
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of
the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes
to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing
additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with
respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
.
|
The aggregate percentage
of Shares reported owned by each person named herein is based upon 16,927,988 Shares outstanding as of May 8, 2018, which is the
total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 9, 2018.
A. LCS
(a)
As
of the close of business on May 23, 2018, LCS beneficially owned 1,430,020 Shares.
Percentage: Approximately 8.4%.
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,063,732*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
1,430,020
*
|
* See Item 5(d)
for further discussion.
(c)
The
transactions in the Shares by LCS during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
B. LCS GP
(a)
As
the General Partner of LCS, LCS GP is deemed to beneficially own the
1,430,020
Shares beneficially
owned by LCS.
Percentage: Approximately 8.4%.
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,063,732*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
1,430,020
*
|
* See Item 5(d)
for further discussion.
(c)
LCS
GP has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by LCS during the
past 60 days are set forth in Schedule A and are incorporated herein by reference.
C. BiDD
(a)
As
of the close of business on May 23, 2018, BiDD beneficially owned 9,000 Shares.
Percentage: Less than 1.0%.
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 9,000*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 9,000*
|
* As the general
partner to BiDD, LCSL has shared voting and dispositive power over these Shares. As the investment advisor to BiDD, LCS has shared
voting and dispositive power over these Shares.
(c)
The
transactions in the Shares by BiDD during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
D. LCSL
(a)
As
of the close of business on May 23, 2018, LCSL does not beneficially own any shares.
Percentage: 0%.
|
(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: 0
4. Shared power to dispose or direct the disposition: 0
|
(c)
LCSL
has not undertaken any transactions in the Shares during the past 60 days.
E. Levcap
(a)
As
of the close of business on May 23, 2018, Levcap beneficially owned 10,101 Shares.
Percentage: Less than 1.0%.
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 10,101*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 10,101*
|
* As the general
partner to Levcap, LCSEP has shared voting and dispositive power over these Shares. As the investment advisor to Levcap, LCS has
shared voting and dispositive power over these Shares.
(c)
The
transactions in the Shares by Levcap during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
F. LCSEP
(a)
As
the General Partner of Levcap, LCSEP is deemed to beneficially own the 10,101 Shares beneficially owned by Levcap.
Percentage: Less than 1.0%.
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 10,101*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 10,101*
|
* As the general
partner to Levcap, LCSEP has shared voting and dispositive power over these Shares. As the investment advisor to Levcap, LCS has
shared voting and dispositive power over these Shares.
(c)
LCSEP
has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by Levcap during the
past 60 days are set forth in Schedule A and are incorporated herein by reference.
G. Safinia
(a)
As
of the close of business on May 23, 2018, Safinia beneficially owned 4,502 Shares.
Percentage: Less than 1.0%.
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,502*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,502*
|
* As the general
partner to Safinia, LCSLS has shared voting and dispositive power over these Shares. As the investment advisor to Safinia, LCS
has shared voting and dispositive power over these Shares.
(c)
The
transactions in the Shares by Safinia during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
H. LCSLS
(a)
As
the General Partner of Safinia, LCSLS is deemed to beneficially own the 4,502 Shares beneficially owned by Safinia.
Percentage: Less than 1.0%.
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,502*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,502*
|
* As the general
partner to Safinia, LCSLS has shared voting and dispositive power over these Shares. As the investment advisor to Safinia, LCS
has shared voting and dispositive power over these Shares.
(c)
LCSLS
has not undertaken any transactions in the Shares during the past 60 days.
The transactions
in the Shares by Safinia during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
I. John Levin
(a)
As
the Chief Executive Officer of LCS and the Managing Member of each of LCSL, LCSEP and LCSLS, Mr. Levin is deemed to beneficially
own
1,430,020
Shares beneficially owned by LCS.
Percentage: Approximately 8.4%.
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,063,732*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
1,430,020
*
|
* See Item 5(d)
for further discussion.
(c)
Mr.
Levin has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by LCS during the
past 60 days are set forth in Schedule A and are incorporated herein by reference.
The filing of this
Schedule 13D shall not be construed as 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 of the securities reported herein. Each of the Reporting Persons
specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person,
except to the extent of their pecuniary interest therein.
To the best of the
Reporting Persons’ knowledge, none of the persons listed on Appendix A beneficially owns any securities of the Issuer.
(d)
Various
separately managed accounts for whom LCS acts as investment manager have the right to receive dividends from, and the proceeds
from the sale of 1,406,417 Shares. Dispositive power over such Shares is shared. Voting power over such Shares is deemed shared
between such managed accounts and LCS with respect to 1,040,129 Shares.
(e)
Not
applicable
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
.
|
On May 25, 2018, 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.
To the best of the
Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Appendix A is a party to
any contract, agreement or understanding required to be disclosed herein.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS
.
|
|
99.1
|
Joint Filing Agreement
|
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.
Dated: May 25, 2018
|
Levin Capital Strategies, L.P.
|
|
|
|
By:
|
/s/ John A. Levin
|
|
|
Name:
|
John A. Levin
|
|
|
Title:
|
Chief Executive Officer
|
|
Levin Capital Strategies GP, LLC
|
|
|
|
By:
|
John A. Levin 2005 GRAT Separation Trust, as Managing Member
|
|
|
|
|
By:
|
/s/ Elisabeth Levin
|
|
|
Name:
|
Elisabeth Levin
|
|
|
Title:
|
Trustee
|
|
Bi-Directional Disequilibrium Master Fund, LTD.
|
|
|
|
By:
|
Levin Capital Strategies, L.P.,
|
|
|
its investment manager
|
|
|
|
|
By:
|
/s/ John A. Levin
|
|
|
Name:
|
John A. Levin
|
|
|
Title:
|
Managing Member
|
|
LCS, LLC
|
|
|
|
By:
|
/s/ John A. Levin
|
|
|
Name:
|
John A. Levin
|
|
|
Title:
|
Managing Member
|
|
Levcap Alternative Fund, L.P
|
|
|
|
By:
|
LCS Event Partners, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ John A. Levin
|
|
|
Name:
|
John A. Levin
|
|
|
Title:
|
Managing Member
|
|
LCS Event Partners, LLC
|
|
|
|
By:
|
/s/ John A. Levin
|
|
|
Name:
|
John A. Levin
|
|
|
Title:
|
Managing Member
|
|
Safinia Partners, L.P.
|
|
|
|
By:
|
LCS L/S, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ John A. Levin
|
|
|
Name:
|
John A. Levin
|
|
|
Title:
|
Managing Member
|
|
LCS L/S, LLC
|
|
|
|
By:
|
/s/ John A. Levin
|
|
|
Name:
|
John A. Levin
|
|
|
Title:
|
Managing Member
|
|
/s/ John A. Levin
|
|
John A. Levin
|
Appendix A
Directors of BiDD
Master Fund, LTD.
Name and Position
|
Present Principal Occupation
|
Business Address
|
John Mackin, Director
|
Levin Capital Strategies, L.P.
|
595 Madison Avenue, 17th Floor
New York, NY 10022
|
Lisa Volekaert, Director
|
Director at 19 Degrees North Fund Services, Ltd.
|
Regatta Office Park, Windward 1
Suite 110, PO Box 31527
Grand Cayman, KY1-1207
Cayman Islands
|
Scott P. Lennon, Director
|
Principal and Managing Director at 19 Degrees North Fund Services, Ltd.
|
Regatta Office Park, Windward 1
Suite 110, PO Box 31527
Grand Cayman, KY1-1207
Cayman Islands
|
Exceptions to Item 2(f) of the Schedule
13D
Lisa Volekaert and Scott P. Lennon are citizens of Canada.
Schedule A
Transactions in the Shares During the
Past Sixty Days
Date
|
Buy or Sell
|
Quantity
|
Price Per Share (before commission)
|
Reporting Person
|
5/18/2018
|
Buy
|
3,100
|
26.8298
|
Levin Capital Strategies, L.P.
|
5/16/2018
|
Buy
|
1,248,365
|
24.2500
|
Levin Capital Strategies, L.P.
|
5/16/2018
|
Buy
|
5,000
|
24.2500
|
BiDD Master Fund, LTD.
|
5/16/2018
|
Buy
|
10,101
|
24.2500
|
Levcap Alternative Fund, L.P.
|
5/16/2018
|
Buy
|
2,269
|
24.2500
|
Safinia Partners, L.P.
|