This Amendment No. 4 to Schedule 13D (this Amendment No. 4) amends or amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by the Reporting Persons with the Securities and Exchange Commission (the Commission) on February 24, 2014 (the Initial Schedule 13D), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the Commission on March 21, 2014, Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the Commission on July 31, 2015 and Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the Commission on April 6, 2017. Capitalized terms used in this Amendment No. 4 but not otherwise defined herein have the meanings given to them in Amendment No. 3.
Except as otherwise set forth herein, this Amendment No. 4 does not modify any of the information previously reported by the Reporting Persons in the Initial Schedule 13D.
Item 5.
Interest in Securities of the Issuer
Items 5(a) through 5(b) are hereby amended and restated as follows:
(a)
The Reporting Persons may be deemed the beneficial owners of 5,800,728 shares of Common Stock representing approximately 10.9% of the outstanding shares of the Issuers Common Stock (consisting of 3,272,985 shares of Common Stock and 2,527,743 warrants to purchase shares of Common Stock).
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The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated based upon 50,703,587 shares of Common Stock outstanding as of March 2, 2017, as reported in the Issuers Annual Report on Form 10-K, filed with the Commission on March 16, 2017.
(b)
By virtue of their control of the Sponsor, the other Reporting Persons share the power to (i) vote or direct the voting and (ii) dispose or direct the disposition of all of the 3,272,985 shares of Common Stock beneficially owned by the Sponsor.
Item 5(c) is hereby amended as follows:
(c)
On April 7, 2017, the Sponsor transferred 1,290,680 shares of Common Stock and 632,257 Private Placement Warrants to Stephen S. Trevor (the Withdrawing Member), pursuant to the Withdrawal and Distribution Agreement (as defined below), in consideration for the cancellation of the Withdrawing Members limited liability company interests in the Sponsor.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended as follows:
Withdrawal and Distribution Agreement
On April 7, 2017, the Sponsor and the Withdrawing Member entered into a Withdrawal and Distribution Agreement (the
Withdrawal and Distribution Agreement
).
Pursuant to the Withdrawal and Distribution Agreement, the Sponsor agreed to distribute to the Withdrawing Member 1,290,680 shares of Common Stock and 632,257 Private Placement Warrants (collectively, the
Distributed Securities
) and the Withdrawing Member agreed (i) that all of his limited liability company interests in the Sponsor shall be deemed cancelled and (ii) to withdraw as a member of the Sponsor. The Withdrawing Member further agreed that (i) the shares of Common Stock distributed to him would be subject to the same transfer restrictions as are applicable to the shares of Common Stock held by the Sponsor, including those restrictions on transferability until December 31, 2017 as set forth in the Securities Escrow Agreement and the Investor Rights Agreement and (ii) 25% of the shares of Common Stock distributed to the Withdrawing Member are subject to potential forfeiture to the Issuer on the same terms and conditions by which certain shares of Common Stock held by the Sponsor are subject to forfeiture to the Issuer, as set forth in that certain Insider Letter Agreement, dated July 31, 2015, by and between the Sponsor and the Issuer. The foregoing description of the Withdrawal and Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Withdrawal and Distribution Agreement, a copy of which is filed as Exhibit 1 to this Statement and is incorporated by reference herein.
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Item 7.
Material to be Filed as Exhibits
1. Withdrawal and Distribution Agreement, dated as of April 7, 2017, by and between Boulevard Acquisition Sponsor, LLC and Stephen S. Trevor.
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