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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Baines Creek Partners, L.P.
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2
|
|
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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|
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|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
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|
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|
|
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|
|
WC
|
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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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|
|
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|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
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|
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|
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DELAWARE
|
|
NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
14,323,250
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
14,323,250
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
14,323,250
|
|
|
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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|
|
|
|
13.1%
|
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|
14
|
|
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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|
Baines Creek Special Purpose Partners, L.P.
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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|
|
|
(b) ☐
|
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3
|
|
SEC USE ONLY
|
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|
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|
|
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|
|
4
|
|
SOURCE OF FUNDS
|
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|
|
|
|
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|
|
|
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
|
|
|
|
|
9,919,802
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
9,919,802
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
9,919,802
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
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|
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|
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|
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|
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|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Baines Creek GP, L.P.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
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3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
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
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
14,323,250
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
14,323,250
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
14,323,250
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
13.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Baines Creek SP GP, L.P.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
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
|
|
|
|
|
9,919,802
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
9,919,802
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
9,919,802
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Baines Creek Capital, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
24,243,052
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
24,243,052
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
24,243,052
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
22.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Kevin Tracy
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF, 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
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
6,510
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
24,243,052
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
6,510
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
24,243,052
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
24,249,562
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
22.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Jeremy Carter
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
147,317
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
147,317
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
147,317
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
James Schumacher
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
8,686
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
8,686
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
8,686
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Brian Williams
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF, 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
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
808,972
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
24,243,052
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
808,972
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
24,243,052
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
25,052,024
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
22.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 2 to the Schedule 13D (“Amendment No. 2”) and is being re-filed by the undersigned to reflect additional
transactions in the Shares since the filing of Amendment No. 1 that were inadvertently left out. This Amendment No. 2 amends
the Schedule 13D as specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 is hereby amended and restated as
follows:
The Shares purchased
by BCP and BCSPP 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. The aggregate cost of the 14,323,250 Shares directly owned by BCP
is approximately $44,979,121, including brokerage commissions. The aggregate cost of the 9,919,802 Shares directly owned by BCSPP
is approximately $30,320,978, including brokerage commissions. The 6,510 Shares directly owned by Mr. Tracy were purchased with
personal funds and cost approximately $13,378, including brokerage commissions. The 147,317 Shares directly owned by Mr. Carter
were purchased with personal funds and cost approximately $262,001, including brokerage commissions. The 8,686 Shares directly
owned by Mr. Schumacher were purchased with personal funds and cost approximately $18,675, including brokerage commissions. The
808,972 Shares directly owned by Mr. Williams were purchased with personal funds and cost approximately $1,398,584, including
brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended to add the
following:
The Reporting Persons have been engaged, and continue to engage, in constructive discussions with the Issuer’s
board of directors (the “Board”) and management team regarding opportunities to unlock value at the Issuer. During
recent discussions, the Reporting Persons have expressed their intention to seek Board representation, as they believe a reconstitution
of the Board at this time is in the best interests of the Issuer’s shareholders. While the Reporting Persons expect
to continue to engage collaboratively with the Issuer, and are hopeful that an amicable resolution can be reached, the Reporting
Persons intend to nominate a slate of highly-qualified director nominees for election to the Board at the Issuer’s 2019 annual
meeting of stockholders prior to the nomination deadline if an agreement for Board reconstitution has not been reached by such
time.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 109,624,888 Shares outstanding, which is the sum of: (i) 106,442,278
Shares reported outstanding as of October 29, 2018 in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities
and Exchange Commission (the “SEC”) on October 31, 2018, (ii) 2,000,000 Shares reported issued on the Issuer’s
Current Report on Form 8-K filed with the SEC on December 10, 2018, (iii) 1,000,000 Shares reported issued on the Issuer’s
Current Report on Form 8-K filed with the SEC on January 25, 2019, and (iv) 182,610 Shares also reported issued on the Issuer’s
Current Report on Form 8-K filed with the SEC on January 25, 2019.
|
(a)
|
As of the close of business on February 4, 2019, BCP beneficially owned 14,323,250 Shares.
|
Percentage: Approximately 13.1%
|
(b)
|
1. Sole power to vote or direct vote: 14,323,250
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 14,323,250
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
The transactions in the Shares by BCP since the filing of Amendment No. 1 to the Schedule 13D are set forth
in Schedule A and incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 4, 2019, BCSPP beneficially owned 9,919,802 Shares.
|
Percentage: Approximately 9.0%
|
(b)
|
1. Sole power to vote or direct vote: 9,919,802
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 9,919,802
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
The transaction in the Shares by BCSPP since the filing of Amendment No. 1 to the Schedule 13D is set forth
in Schedule A and incorporated herein by reference.
|
|
(a)
|
BCP GP, as the general partner of BCP, may be deemed the beneficial owner of the 14,323,250 Shares
owned by BCP.
|
Percentage: Approximately 13.1%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote: 14,323,250
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,323,250
|
(c)
|
BCP GP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule
13D. The transactions in the Shares on behalf of BCP since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
BCSPP GP, as the general partner of BCSPP, may be deemed the beneficial owner of the 9,919,802
Shares owned by BCSPP.
|
Percentage: Approximately 9.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote: 9,919,802
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 9,919,802
|
(c)
|
BCSPP GP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the
Schedule 13D. The transaction in the Shares on behalf of BCSPP since the filing of Amendment No. 1 to the Schedule 13D is set
forth in Schedule A and is incorporated herein by reference.
|
|
(a)
|
As the investment manager of each BCP, BCSPP, BCP GP and BCSPP GP, and the general partner of both
BCP GP and BCSPP GP, BCC may be deemed the beneficial owner of the (i) 14,323,250 Shares owned by BCP and (ii) 9,919,802 Shares
owned by BCSPP.
|
Percentage: Approximately 22.1%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote: 24,243,052
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 24,243,052
|
(c)
|
BCC has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule
13D. The transactions in the Shares on behalf of BCP and BCSPP since the filing of Amendment No. 1 to the Schedule 13D are set forth
in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 4, 2019, Mr. Tracy directly owned 6,510 Shares. As a Managing
Partner of BCP GP, BCSPP GP and BCC, Mr. Tracy may be deemed the beneficial owner of the (i) 14,323,250 Shares owned by BCP and
(ii) 9,919,802 Shares owned by BCSPP.
|
Percentage: Approximately 22.1%
|
(b)
|
1. Sole power to vote or direct vote: 6,510
|
2. Shared power to vote or direct vote: 24,243,052
3. Sole power to dispose or direct the disposition: 6,510
4. Shared power to dispose or direct the disposition: 24,243,052
|
(c)
|
Mr. Tracy has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule
13D. The transactions in the Shares on behalf of BCP and BCSPP since the filing of Amendment No. 1 to the Schedule 13D are set forth
in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 4, 2019, Mr. Carter directly owned 147,317 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 147,317
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 147,317
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
Mr. Carter has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
|
|
(a)
|
As of the close of business on February 4, 2019, Mr. Schumacher directly owned 8,686 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 8,686
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 8,686
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
Mr. Schumacher has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D.
|
|
(a)
|
As of the close of business on February 4, 2019, Mr. Williams directly owned 808,972 Shares. As
a Managing Partner of BCP GP, BCSPP GP and BCC, Mr. Williams may be deemed the beneficial owner of the (i) 14,323,250 Shares owned
by BCP and (ii) 9,919,802 Shares owned by BCSPP.
|
Percentage: Approximately 22.9%
|
(b)
|
1. Sole power to vote or direct vote: 808,972
|
2. Shared power to vote or direct vote: 24,243,052
3. Sole power to dispose or direct the disposition: 808,972
4. Shared power to dispose or direct the disposition: 24,243,052
|
(c)
|
The transactions
in the Shares by Mr. Williams since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and incorporated
herein by reference. The transactions in the Shares on behalf of BCP and BCSPP since the filing of Amendment No. 1 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary
interest therein.
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: February 5, 2019
|
Baines Creek Partners, L.P.
|
|
|
|
By:
|
Baines Creek GP, L.P.
its General Partner
|
|
|
|
By:
|
/s/ Brian Williams
|
|
|
Name:
|
Brian Williams
|
|
|
Title:
|
Managing Partner
|
|
Baines Creek GP, L.P.
|
|
|
|
|
|
|
By:
|
/s/ Brian Williams
|
|
|
Name:
|
Brian Williams
|
|
|
Title:
|
Managing Partner
|
|
Baines Creek Special Purpose Partners, L.P.
|
|
|
|
By:
|
Baines Creek SP GP, L.P.
its General Partner
|
|
|
|
By:
|
/s/ Brian Williams
|
|
|
Name:
|
Brian Williams
|
|
|
Title:
|
Managing Partner
|
|
Baines Creek SP GP, L.P.
|
|
|
|
|
|
|
By:
|
/s/ Brian Williams
|
|
|
Name:
|
Brian Williams
|
|
|
Title:
|
Managing Partner
|
|
Baines Creek Capital, LLC
|
|
|
|
|
|
|
By:
|
/s/ Brian Williams
|
|
|
Name:
|
Brian Williams
|
|
|
Title:
|
Managing Partner
|
|
/s/ Brian Williams
|
|
Brian Williams
|
|
/s/ Kevin Tracy
|
|
Kevin Tracy
|
|
/s/ Jeremy Carter
|
|
Jeremy Carter
|
|
/s/ James Schumacher
|
|
James Schumacher
|
SCHEDULE A
Transactions in the Shares since the filing
of Amendment No. 1
Shares of Common
Stock Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
Baines
creek partners, l.p.
25,000
|
1.6000
|
01/16/2019
|
10,000
|
1.6300
|
01/17/2019
|
15,000
|
1.6900
|
01/18/2019
|
25,000
|
1.6500
|
02/04/2019
|
Baines
creek special Purpose partners, l.p.
Brian
williams
10,000
|
1.6900
|
01/18/2019
|
25,000
|
1.4500
|
02/01/2019
|
25,000
|
1.6000
|
02/04/2019
|