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
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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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1,000
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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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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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1,000
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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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1,000
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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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Less than 1%
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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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Baines Creek Special Purpose Partners, L.P.
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2
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|
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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4
|
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SOURCE OF FUNDS
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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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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
|
|
SHARES
|
|
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|
|
|
BENEFICIALLY
|
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2,000
|
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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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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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2,000
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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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2,000
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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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|
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Less than 1%
|
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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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Baines Creek GP, 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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4
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SOURCE OF FUNDS
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AF
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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
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
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TEXAS
|
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NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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|
|
|
- 0 -
|
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|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
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
|
|
|
|
|
|
|
|
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|
|
PN
|
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|
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|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
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|
|
|
Baines Creek SP 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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|
|
|
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|
|
4
|
|
SOURCE OF FUNDS
|
|
|
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|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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, 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
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
510
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
510
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,510
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
Jeremy Carter
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
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
|
|
|
|
|
6,200
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
6,200
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
6,200
|
|
|
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, 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
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
179,872
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,226,737
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
179,872
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,226,737
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,406,609
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 6 to the Schedule 13D (“Amendment No. 6”). This Amendment No. 6 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 1,000 Shares directly owned by BCP is approximately
$3,059, excluding brokerage commissions. The aggregate cost of the 2,000 Shares directly owned by BCSPP is approximately $6,114,
excluding brokerage commissions.
The Shares purchased by each
of Messrs. Tracy, Schumacher and Williams were purchased with personal funds. The aggregate purchase price of the 510 Shares directly
owned by Mr. Tracy is approximately $946, excluding brokerage commissions. The aggregate purchase price of the 6,200 Shares directly
owned by Mr. Schumacher is approximately $11,036, excluding brokerage commissions. The aggregate purchase price of the 1,403,609
Shares beneficially owned by Mr. Williams is approximately $1,844,342, excluding brokerage commissions.
|
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 114,812,812 Shares outstanding, as of May 16, 2019, which is
the total number of Shares outstanding as reported in the Issuer’s Proxy Statement on Form DEF 14A filed with the Securities
and Exchange Commission on May 20, 2019.
|
(a)
|
As of the close of business on June 12, 2019, BCP beneficially owned
1,000
Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 1,000
|
2. Shared power to vote or direct vote:
0
3. Sole power to dispose or direct
the disposition: 1,000
4. Shared power to dispose or direct
the disposition: 0
|
(c)
|
BCP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to
the Schedule 13D.
|
|
(a)
|
As of the close of business on June 12, 2019
,
BCSPP beneficially owned 2,000 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 2,000
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,000
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
The transactions in the Shares by BCSPP since the filing of Amendment No. 5 to the Schedule 13D
are 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 1,000 Shares owned
by BCP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote: 1,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,000
|
(c)
|
BCP GP has not entered into any transactions in the Shares since the filing of Amendment No. 5
to the Schedule 13D.
|
|
(a)
|
BCSPP GP, as the general partner of BCSPP, may be deemed the beneficial owner of the 2,000 Shares
owned by BCSPP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote: 2,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,000
|
(c)
|
BCSPP GP has not entered into any transactions in the Shares since the filing of Amendment No.
5 to the Schedule 13D. The transactions in the Shares on behalf of BCSPP since the filing of Amendment No. 5 to the Schedule 13D
are set forth in Schedule A and incorporated herein by reference.
|
|
(a)
|
As the investment manager of each of BCP, BCSPP, BCP GP and BCSPP GP, and the general partner of
each of BCP GP and BCSPP GP, BCC may be deemed the beneficial owner of the (i) 1,000 Shares owned by BCP and (ii) 2,000 Shares
owned by BCSPP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote: 3,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,000
|
(c)
|
BCC has not entered into any transactions in the Shares since the filing of Amendment No. 5 to
the Schedule 13D. The transactions in the Shares on behalf of BCSPP since the filing of Amendment No. 5 to the Schedule 13D are
set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on June 12, 2019
,
Mr. Tracy directly owned 510 Shares. As a Managing Partner of each of BCP GP, BCSPP GP and BCC, Mr. Tracy may be deemed the beneficial
owner of the (i) 1,000 Shares owned by BCP and (ii) 2,000 Shares owned by BCSPP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 510
|
2. Shared power to vote or direct vote: 3,000
3. Sole power to dispose or direct the disposition: 510
4. Shared power to dispose or direct the disposition: 3,000
|
(c)
|
The transactions in the Shares by Mr. Tracy since the filing of Amendment No. 5 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference. The transactions in the Shares on behalf of BCSPP since
the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on June 12, 2019
,
Mr. Carter did not beneficially own any Shares of the Issuer.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
The transactions in the Shares by Mr. Carter since the filing of Amendment No. 5 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on June 12, 2019
,
Mr. Schumacher directly owned 6,200 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 6,200
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,200
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
The transactions in the Shares by Mr. Schumacher since the filing of Amendment No. 5 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on June 12, 2019
,
Mr. Williams beneficially owned 1,406,609 Shares, including 1,223,737 Shares jointly owned with his spouse. As a Managing Partner
of each of BCP GP, BCSPP GP and BCC, Mr. Williams may be deemed the beneficial owner of the (i) 1,000 Shares owned by BCP and (ii)
2,000 Shares owned by BCSPP.
|
Percentage: Approximately 1.2%
|
(b)
|
1. Sole power to vote or direct vote: 179,872
|
2. Shared power to vote or direct vote: 1,226,737
3. Sole power to dispose or direct the disposition: 179,872
4. Shared power to dispose or direct the disposition:
1,226,737
|
(c)
|
The transactions in the Shares by Mr. Williams since the filing of Amendment No. 5 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference. The transactions in the Shares on behalf of BCSPP since
the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
(e) The
Reporting Persons ceased to be the beneficial owner of 5% or more of the Shares of the Issuer on June 12, 2019.
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 13, 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. 5 to the Schedule 13D
Shares of Common
Stock Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
Baines
creek Special purpose partners, l.p.
(9,416,540)
|
0.1145
*
|
06/12/2019
|
KEVIN TRACY
(7,000)
|
0.1100
|
06/12/2019
|
JAMES SCHUMACHER
(5,000)
|
0.1140
|
06/12/2019
|
JEREMY CARTER
(147,317)
|
0.1145
†
|
06/12/2019
|
BRIAN WILLIAMS
(476,500)
|
0.1200
‡
|
06/12/2019
|
*
The price reported is an average price. These shares were purchased in multiple transactions at prices ranging from $0.1000 to
$0.1500 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of
the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate
price within the range set forth in this footnote.
†
The price reported is an average price. These shares were purchased in multiple transactions at prices ranging from $0.1110 to
$0.1220 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of
the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate
price within the range set forth in this footnote.
‡
The price reported is an average price. These shares were purchased in multiple transactions at prices ranging from $0.1000 to
$0.1400 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of
the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate
price within the range set forth in this footnote.