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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MAGUIRE FINANCIAL, LP
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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
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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5,176,990
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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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5,176,990
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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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5,176,990
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.7%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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TIMOTHY MAGUIRE FOUNDATION
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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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CALIFORNIA
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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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76,891
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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-
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
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76,891
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|
|
10
|
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SHARED DISPOSITIVE POWER
|
|
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-0-
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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76,891
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12
|
|
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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OO
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1
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NAME OF REPORTING PERSON
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THE TIMOTHY J. AND JULIA MAGUIRE 2017 FAMILY TRUST
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
|
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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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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500,000
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
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|
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REPORTING
|
|
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-0-
|
|
PERSON WITH
|
|
9
|
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SOLE DISPOSITIVE POWER
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500,000
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10
|
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SHARED DISPOSITIVE POWER
|
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-0-
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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500,000
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12
|
|
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%
|
|
|
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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MAGUIRE ASSET MANAGEMENT, LLC
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
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|
|
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3
|
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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AF
|
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
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|
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DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
5,176,990
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
-0-
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,176,990
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,176,990
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
8.7%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
TIMOTHY MAGUIRE
|
|
|
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
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
5,753,881
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
-0-
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,753,881
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,753,881
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.7%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes Amendment
No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D
as specifically set forth herein.
|
Item 2.
|
Identity and Background
|
Item 2 is hereby
amended and restated to read as follows:
(a) This statement
is filed by:
|
(i)
|
Maguire Financial, LP, a
Delaware limited partnership (the
“Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Timothy Maguire Foundation, a California nonprofit public benefit corporation (the “Foundation”),
with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
The Timothy J. and Julia Maguire 2017 Family Trust, a grantor retained annuity trust (the “Maguire
2017 Family Trust”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Maguire Asset Management, LLC, a Delaware limited liability company (“Maguire Asset Management”),
as the general partner of the Fund; and
|
|
(v)
|
Timothy Maguire, as the managing member of Maguire Asset Management, president of the Foundation
and trustee of the Maguire 2017 Family Trust.
|
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b)
The address of the principal office of each of the Fund, the Foundation, the Maguire 2017 Family Trust, Maguire Asset Management
and Mr. Maguire is 1810 Ocean Way, Laguna Beach, California 92651.
(c)
The principal business of the Fund is serving as a private investment vehicle. The
principal business of the Foundation is serving as a general public benefit organization. The Maguire 2017 Family Trust is a grantor
retained annuity trust. The principal business of Maguire Asset Management is providing investment management services
and serving as the general partner of the Fund. Mr. Maguire’s principal occupation is serving as the managing
member of Maguire Asset Management, president of the Foundation and trustee of the Maguire 2017 Family Trust.
(d)
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
No Reporting Person has, during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f)
Mr. Maguire is a citizen of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by the Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A to the Schedule
13D, which is incorporated by reference herein. The aggregate purchase price of the 5,176,990 Shares beneficially owned by the
Fund is approximately $12,105,674, including brokerage commissions.
The Shares purchased
by the Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A to the Schedule
13D, which is incorporated by reference herein. The aggregate purchase price of the 76,891 Shares beneficially owned by the Foundation
is approximately $168,999, including brokerage commissions.
On December 18, 2017,
Mr. Maguire received a distribution of 500,000 Shares from the Fund and subsequently contributed those Shares to the Maguire 2017
Family Trust. These Shares were purchased with working capital of the Fund (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth
in Schedule A to the Schedule 13D, which is incorporated by reference herein. The aggregate purchase price of the 500,000 Shares
beneficially owned by the Maguire 2017 Family Trust is approximately $790,000, including
brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5 (a)-(c)
are hereby amended and restated to read as follows:
(a)
The aggregate percentage of Shares reported owned by each person named herein is based upon
59,600,194
Shares outstanding, as of May 21, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Definitive
Proxy Statement filed with the Securities and Exchange Commission on May 30, 2018.
As of the close
of business on June 11, 2018, the Fund beneficially owned 5,176,990 Shares, constituting approximately 8.7% of the outstanding
Shares. Maguire Asset Management, as the general partner of the Fund, and Mr. Maguire, as the managing member of Maguire Asset
Management, may be deemed to beneficially own the Shares beneficially owned by the Fund.
As of the close
of business on June 11, 2018, the Foundation beneficially owned 76,891 Shares, constituting less than 1% of the outstanding Shares.
Mr. Maguire, as the president of the Foundation, may be deemed to beneficially own the Shares beneficially owned by the Foundation.
As of the close
of business on June 11, 2018, the Maguire 2017 Family Trust beneficially owned 500,000 Shares, constituting less than 1% of the
outstanding Shares. Mr. Maguire, as the trustee of the Maguire 2017 Family Trust, may be deemed to beneficially own the Shares
beneficially owned by the Maguire 2017 Family Trust.
Each Reporting Person
disclaims beneficial ownership with respect to any Shares other than the Shares owned directly by such Reporting Person.
(b)
Maguire Asset Management, the Fund, and Mr. Maguire have the sole power to vote or direct the vote of and to dispose or
direct the disposition of the Shares reported owned by the Fund.
The Foundation and
Mr. Maguire have the sole power to vote or direct the vote of and to dispose or direct the disposition of the Shares reported owned
by the Foundation.
The
Maguire 2017 Family Trust and Mr. Maguire have the sole power to vote or direct the vote of and to dispose or direct the disposition
of the Shares reported owned by the Maguire 2017 Family Trust.
(c)
The transactions in the Shares by the Fund, the Foundation and the Maguire 2017 Family Trust since the filing of Amendment
No. 5 are set forth in Schedule A and incorporated herein by reference. Such transactions were in the open market unless otherwise
indicated.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby
amended to add the following:
On June 12, 2018,
the Fund, the Foundation, the Maguire 2017 Family Trust, Maguire Asset Management and Timothy Maguire entered into a Joint Filing
Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 is hereby amended to include the
following exhibit:
Exhibit 99.1
Joint
Filing Agreement by and among Maguire Financial LP, Timothy Maguire Foundation, Maguire Asset Management, LLC, The Timothy J.
and Julia Maguire 2017 Family Trust and Timothy Maguire, dated June 12, 2018.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 12, 2018
|
|
|
|
|
/s/ Timothy Maguire
|
|
TIMOTHY MAGUIRE
|
|
MAGUIRE ASSET MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ Timothy Maguire
|
|
|
Name:
|
Timothy Maguire
|
|
|
Title:
|
Managing Member
|
|
MAGUIRE FINANCIAL, LP
|
|
By:
|
Maguire Asset Management, LLC,
its general partner
|
|
|
|
|
By:
|
/s/ Timothy Maguire
|
|
|
Name:
|
Timothy Maguire
|
|
|
Title:
|
Managing Member
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TIMOTHY MAGUIRE FOUNDATION
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By:
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/s/ Timothy Maguire
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Name:
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Timothy Maguire
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Title:
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President
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THE TIMOTHY J. AND JULIA MAGUIRE 2017 FAMILY TRUST
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By:
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/s/ Timothy Maguire
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Name:
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Timothy Maguire
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Title:
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Trustee
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SCHEDULE A
Transactions in the Shares of the
Issuer Since the Filing of Amendment No. 5
Nature of the Transaction
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Amount of Shares
Purchased/(Sold)
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Price Per Share($)
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Date of
Purchase/Sale
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MAGUIRE
FINANCIAL, LP
Purchase of Common Stock
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210,879
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1.8000
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12/01/2017
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Purchase of Common Stock
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27,237
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1.7500
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12/07/2017
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Purchase of Common Stock
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24,904
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1.7437
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12/11/2017
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Purchase of Common Stock
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23,238
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1.7470
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12/11/2017
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Purchase of Common Stock
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100,000
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1.7274
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12/12/2017
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Purchase of Common Stock
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30,300
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1.7100
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12/13/2017
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Distribution of Common Stock*
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(500,000)
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-
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12/18/2017
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Purchase of Common Stock
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1,400
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1.5200
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12/22/2017
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Sale of Put Option ($2.50 Strike
Price)**
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6,900
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2.5000
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12/22/2017
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Purchase of Common Stock
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52,208
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1.5097
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12/26/2017
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Purchase of Common Stock
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403
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1.6400
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01/17/2018
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Sale of Put Option ($2.50 Strike Price)**
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193,100
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2.5000
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01/19/2018
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Timothy
Maguire Foundation
Sale of Common Stock
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(5,400)
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1.7698
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12/13/2017
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Sale of Common Stock
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(12,300)
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1.6301
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12/18/2017
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Sale of Common Stock
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(34,267)
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1.6353
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12/19/2017
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Sale of Common Stock
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(4,700)
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1.5700
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12/21/2017
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Sale of Common Stock
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(8,733)
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1.5052
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12/22/2017
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Purchase of Common Stock
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577
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1.6400
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01/17/2018
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The
Timothy J. and Julia Maguire 2017 Family Trust
Contribution of Common Stock*
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500,000
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-
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12/18/2017
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_________________
* On December 18, 2017, Mr. Maguire received
a distribution of 500,000 Shares from the Fund and subsequently contributed those Shares to the Maguire 2017 Family Trust
**Represents Shares underlying put options