Amended Statement of Beneficial Ownership (sc 13d/a)
July 22 2019 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)
1
Lattice Semiconductor Corporation
(Name
of Issuer)
Common Stock
,
par value $0.01 per share
(Title of Class of Securities)
518415104
(CUSIP Number)
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
July 18, 2019
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
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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LION POINT MASTER, 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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☐
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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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6,467,035
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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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6,467,035
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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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6,467,035
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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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4.9%
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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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LION POINT CAPITAL 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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OO
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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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6,467,035
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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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6,467,035
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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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6,467,035
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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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4.9%
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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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LION POINT CAPITAL, 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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OO
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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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6,467,035
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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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6,467,035
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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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6,467,035
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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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4.9%
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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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LION POINT HOLDINGS 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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OO
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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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6,467,035
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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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6,467,035
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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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6,467,035
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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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4.9%
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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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DIDRIC CEDERHOLM
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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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OO
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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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SWEDEN AND FRANCE
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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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6,467,035
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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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6,467,035
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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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6,467,035
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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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4.9%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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JIM FREEMAN
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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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OO
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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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USA
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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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|
|
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BENEFICIALLY
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6,467,035
|
|
OWNED BY
|
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8
|
|
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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|
|
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6,467,035
|
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|
|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
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|
|
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|
|
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- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
6,467,035
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
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4.9%
|
|
|
14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
|
Item 3.
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Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by Lion Point 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, which is incorporated
by reference herein. The aggregate purchase price of the 6,467,035 Shares beneficially owned by Lion Point is approximately $38,735,946,
including brokerage commissions.
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Item 4.
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Purpose of Transaction
.
|
Item 4 is hereby
amended to add the following:
Lion Point has undertaken
the sales reported in this Amendment No. 2 to the Schedule 13D to effectuate a rebalancing of Lion Point’s portfolio in
light of the significant appreciation in the Issuer’s stock price since the Reporting Persons’ investment was made
in the Issuer in February 2018. The Shares sales and derivatives transactions were entered into for portfolio management reasons
and not due to any change in Lion Point’s thesis on the Issuer’s value creation opportunities as a standalone company.
Following the sales reported herein, the Reporting Persons continue to remain significant holders of the Shares with economic
ownership of approximately 4.9% of the outstanding Shares.
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Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a) –
(c) and (e) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon the 132,017,866 Shares outstanding, as of April 29, 2019, 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 3, 2019.
|
(a)
|
As of the close of business on July 22, 2019, Lion Point beneficially owned 6,467,035 Shares.
|
Percentage: Approximately 4.9%
|
(b)
|
1. Sole power to vote or direct vote: 6,467,035
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,467,035
4. Shared power to dispose or direct the disposition: 0
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(c)
|
The transactions in the Shares by Lion Point during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
Lion Point Capital GP, as the general partner of Lion Point, may be deemed the beneficial owner
of the 6,467,035 Shares owned by Lion Point.
|
Percentage: Approximately 4.9%
|
(b)
|
1. Sole power to vote or direct vote: 6,467,035
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,467,035
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lion Point Capital GP has not entered into any transactions in the Shares during the past sixty
days. The transactions in the Shares on behalf of Lion Point during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
|
|
(a)
|
Lion Point Capital, as the investment manager of Lion Point, may be deemed the beneficial owner
of the 6,467,035 Shares owned by Lion Point.
|
Percentage: Approximately 4.9%
|
(b)
|
1. Sole power to vote or direct vote: 6,467,035
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,467,035
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lion Point Capital has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Lion Point during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
|
|
D.
|
Lion Point Holdings GP
|
|
(a)
|
Lion Point Holdings GP, as the general partner of Lion Point Capital, may be deemed the beneficial
owner of the 6,467,035 Shares owned by Lion Point.
|
Percentage: Approximately 4.9%
|
(b)
|
1. Sole power to vote or direct vote: 6,467,035
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,467,035
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lion Point Holdings GP has not entered into any transactions in the Shares during the past sixty
days. The transactions in the Shares on behalf of Lion Point during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
|
|
E.
|
Messrs. Cederholm and Freeman
|
|
(a)
|
Each of Messrs.
Cederholm and Freeman, as a Founding Partner and Chief Investment Officer and as a Founding Partner and Head of Research, respectively,
of each of Lion Point Capital GP and Lion Point Capital and as a Managing Member of Lion Point Holdings GP, may be deemed the
beneficial owner of the 6,467,035 Shares owned by
Lion
Point
.
|
Percentage: Approximately 4.9%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,467,035
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,467,035
|
|
(c)
|
Neither Messrs. Cederholm or Freeman has entered into any transactions in the Shares during the
past sixty days. The transactions in the Shares on behalf of Lion Point during the past sixty days are set forth in Schedule A
and are incorporated herein by reference.
|
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
(e)
|
As of July 18, 2019, the Reporting Persons ceased to be beneficial owners of more than 5% of the Shares.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item 6 is
hereby amended to add the following:
Lion Point has purchased
in the over-the-counter market American-style put options referencing an aggregate of 1,000,000 Shares, which have an exercise
price of $13.00 and expire on September 20, 2019. In addition, Lion Point has sold short in the over-the-counter market American-style
put options referencing an aggregate of 1,000,000 Shares, which have an exercise price of $10.00 and expire on September 20, 2019.
Lion Point has purchased
in the over-the-counter market American-style put options referencing an aggregate of 136,000 Shares, which have an exercise price
of $12.50 per Share and expire on January 17, 2020. In addition, Lion Point has sold short in the over-the-counter market American-style
put options referencing an aggregate of 136,000 Shares, which have an exercise price of $10.00 and expire on January 17, 2020.
Lion Point has purchased
in the over-the-counter market American-style put options referencing an aggregate of 850,000 Shares, which have an exercise price
of $16.00 per Share and expire on January 17, 2020. In addition, Lion Point has sold short in the over-the-counter market American-style
put options referencing an aggregate of 850,000 Shares, which have an exercise price of $13.00 and expire on January 17, 2020.
Lion Point has sold
short in the over-the-counter market American-style call options referencing an aggregate of 1,700,000 Shares, which have an exercise
price of $21.00 and expire on January 17, 2020.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: July 22, 2019
|
lion point master, LP
|
|
|
|
By:
|
Lion Point Capital GP, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Didric Cederholm
|
|
|
Name:
|
Didric Cederholm
|
|
|
Title:
|
Chief Investment Officer
|
|
Lion Point Capital, LP
|
|
|
|
By:
|
Lion Point Holdings GP, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Didric Cederholm
|
|
|
Name:
|
Didric Cederholm
|
|
|
Title:
|
Managing Manager
|
|
Lion Point Capital GP, LLC
|
|
|
|
By:
|
/s/ Didric Cederholm
|
|
|
Name:
|
Didric Cederholm
|
|
|
Title:
|
Chief Investment Officer
|
|
Lion Point Holdings GP, LLC
|
|
|
|
By:
|
/s/ Didric Cederholm
|
|
|
Name:
|
Didric Cederholm
|
|
|
Title:
|
Managing Manager
|
|
|
|
/s/ Didric Cederholm
|
|
Didric Cederholm
|
|
|
|
/s/ Jim Freeman
|
|
Jim Freeman
|
SCHEDULE A
Transactions in the Shares During
the Past Sixty Days
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
Lion
point master, lp
Purchase of January 17, 2020 Call Option ($15.00 Strike Price)
1
|
11,360
|
1.7000
|
05/31/2019
|
Sale of Common Stock
|
(25,000)
|
14.6597
|
07/02/2019
|
Sale of Common Stock
|
(700)
|
14.7654
|
07/02/2019
|
Sale of Common Stock
|
(60,460)
|
14.5712
|
07/02/2019
|
Sale of Common Stock
|
(750,000)
|
14.6297
|
07/03/2019
|
Purchase of Equity Swap
1
|
400,000
|
16.1697
|
07/18/2019
|
Sale of Common Stock
|
(400,000)
|
16.1700
|
07/18/2019
|
Sale of Common Stock
|
(50,000)
|
16.1980
|
07/18/2019
|
Sale of Common Stock
|
(50,000)
|
16.3997
|
07/18/2019
|
Sale of Common Stock
|
(25,000)
|
16.3597
|
07/18/2019
|
Sale of Common Stock
|
(30,000)
|
16.1825
|
07/18/2019
|
Purchase of January 17, 2020 Put Option ($16.00 Strike Price)
|
8,500
|
2.6000
|
07/18/2019
|
Sale of January 17, 2020 Put Option ($13.00 Strike Price)
2
|
(8,500)
|
0.9100
|
07/18/2019
|
Sale of January 17, 2020 Call Option ($21.00 Strike Price)
2
|
(17,000)
|
0.9000
|
07/18/2019
|
________________________
1
Represents a purchase
to cover a short position.
2
Represents a short sale.
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