EXPLANATORY NOTE
This Amendment No. 6 (this Amendment) amends and supplements the Schedule 13D originally filed by certain of the Reporting Persons with the U.S. Securities and Exchange Commission (the SEC) on October 2, 2018, as amended by Amendment No. 1 thereto filed on October 15, 2018, Amendment No. 2 thereto filed on November 25, 2019, Amendment No. 3 thereto filed on January 30, 2020, Amendment No. 4 thereto filed on March 4, 2020 and Amendment No. 5 filed on March 17, 2020 (the Schedule 13D).
This Amendment amends Item 3, Item 4, Item 5 and Item 7 of the Schedule 13D as set forth below. Except as specifically amended by this Amendment, each Item of the Schedule 13D remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following:
From March 16, 2020 through April 17, 2020, LMSI executed trades in the open market to acquire beneficial ownership of 1,542,886 shares of the Issuer Common Stock (the April 2020 Covered Trades). The April 2020 Covered Trades were funded with cash on LMHs balance sheet available for investment, on behalf of LMSI.
The information set forth in Item 5 of this Amendment is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following:
LMSI acquired beneficial ownership of the Issuer Common Stock in the April 2020 Covered Trades for investment purposes and intends to review their investment in the Issuer on a continuing basis. The information contained in each of Item 3 and Item 5 of this Amendment is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended by amending and restating captions (a) and (c) thereof to read as follows:
(a) LMSI is the beneficial owner of 38,339,704 shares of the Issuer Common Stock, or approximately 35.0% of the Issuer Common Stock issued and outstanding (on a non-diluted basis).
LMH, as the sole shareholder of LMSI, may be deemed to have voting and dispositive power with respect to the shares of the Issuer Common Stock beneficially owned by LMSI. As such, LMH may be deemed the indirect beneficial owner of 38,339,704 shares of the Issuer Common Stock, or approximately 35.0% of the Issuer Common Stock issued and outstanding (on a non-diluted basis).
Marchmont, as the sole shareholder of LMH, may be deemed to have voting and dispositive power with respect to the shares of the Issuer Common Stock beneficially owned by LMSI. As such, Marchmont may be deemed the indirect beneficial owner of 38,339,704 shares of the Issuer Common Stock, or approximately 35.0% of the Issuer Common Stock issued and outstanding (on a non-diluted basis).
Mrs. Yousriya Nassif Loza, as the sole shareholder of Marchmont may be deemed to have voting and dispositive power with respect to the shares of the Issuer Common Stock beneficially owned by LMSI. As such, Mrs. Yousriya Nassif Loza may be deemed the indirect beneficial owner of 38,339,704 shares of the Issuer Common Stock, or approximately 35.0% of the Issuer Common Stock issued and outstanding (on a non-diluted basis).
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Each of the Reporting Persons disclaims beneficial ownership in all shares of the Issuer Common Stock reported herein, except to the extent of the Reporting Persons respective pecuniary interest therein. All share percentage calculations in this Amendment are based on 109,602,561 shares of the Issuer Common Stock issued and outstanding as of March 24, 2020, as reported under the section Capital Structure in the Issuers Annual Information Form dated March 24, 2020, filed with the U.S. Securities and Exchange Commission on March 27, 2020, included as Exhibit 99.1 to the Issuers Form 40-F.
(c) From January 28, 2020 through February 28, 2020, LMSI acquired beneficial ownership of an aggregate of 1,235,959 shares of the Issuer Common Stock in the Q1 2020 Covered Trades at an average price per share of $2.9215, for a total purchase price equal to $3,610,882.38.
From March 2, 2020 through March 13, 2020, LMSI acquired beneficial ownership of an aggregate of 1,605,093 shares of the Issuer Common Stock in the March 2020 Covered Trades at an average price per share of $2.4065, for a total purchase price equal to $3,862,611.68.
From March 16, 2020 through April 17, 2020, LMSI acquired beneficial ownership of an aggregate of 1,542,886 shares of the Issuer Common Stock in the April 2020 Covered Trades at an average price per share of $2.3138, for a total purchase price equal to $3,569,867.48.
Other than as described in this Amendment and the Schedule 13D, the Reporting Persons and, to the Reporting Persons knowledge, the Covered Individuals, have not effected any transactions in the Issuer Common Stock during the last 60 days.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented by inserting the following:
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Joint Filing Agreement, dated April 24, 2020, between LMSI, LMH, Marchmont and Yousriya Nassif Loza.
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