Washington, D.C. 20549
John A. Bartholdson
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 § 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(b) for other parties to whom copies are to be sent.
* 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).
SCHEDULE 13D
CUSIP No. 533535100 |
|
Page 2 of 17 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper Targeted Opportunity Fund, L.P.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
2,363,311 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
2,363,311 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,363,311 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% |
14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D
CUSIP No. 533535100 |
|
Page 3 of 17 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper HF Investors II, LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
2,363,311 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
2,363,311 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,363,311 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% |
14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D
CUSIP No. 533535100 |
|
Page 4 of 17 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper Targeted Opportunities, L.P.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
3,262,714 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
3,262,714 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,262,714 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% |
14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D
CUSIP No. 533535100 |
|
Page 5 of 17 Pages |
1 |
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper Targeted Opportunity Investors, LLC
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
3,262,714 |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
3,262,714 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,262,714 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% |
14 |
TYPE
OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D
CUSIP No. 533535100 |
|
Page 6 of 17 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper Investment Company, LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
5,640,025 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
5,640,025 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,640,025 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8% |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IA |
SCHEDULE 13D
CUSIP No. 533535100 |
|
Page 7 of 17 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper Multi-Strategy Fund, L.P.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
14,000 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
14,000 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D
CUSIP No. 533535100 |
|
Page 8 of 17 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper HF Investors, LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
14,000 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
14,000 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D
CUSIP No. 533535100 |
|
Page 9 of 17 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alexis P. Michas
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
16,393 |
8 |
SHARED VOTING POWER
5,640,025 |
9 |
SOLE DISPOSITIVE POWER
16,393 |
10 |
SHARED DISPOSITIVE POWER
5,640,025 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,656,418 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9% |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
SCHEDULE 13D
CUSIP No. 533535100 |
|
Page 10 of 17 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John A. Bartholdson
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
38,531 |
8 |
SHARED VOTING POWER
5,640,025 |
9 |
SOLE DISPOSITIVE POWER
38,531 |
10 |
SHARED DISPOSITIVE POWER
5,640,025 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,678,556 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9% |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
This Amendment No.1 (the “Amendment”) to the Statement on Schedule
13D is filed by the Reporting Persons as an amendment to the Schedule 13D originally filed with the Securities and Exchange Commission
by the Reporting Persons on November 11, 2019 (the “Schedule 13D”), with respect to the Common Stock, no par value per share
of Lincoln Educational Services Corporation (the “Issuer”). Capitalized terms not defined herein have the meanings given
to such terms in the Schedule 13D.
| Item 1. | Security and Issuer. |
This statement on Schedule 13D (this “Schedule 13D”)
relates to the Common Stock, no par value per share (the “Shares”), of the Issuer. The principal executive office
of the Issuer is located at 14 Sylvan Way, Suite A, Parsippany, NJ 07054. The Shares are listed on the NASDAQ Global Select Market under
the ticker symbol “LINC”. Information given in response to each item shall be deemed incorporated by reference in all other
items, as applicable.
| Item 2. | Identity and Background. |
(a) This Schedule 13D
is being filed by:
(i) Juniper Targeted Opportunity
Fund, L.P., a Delaware limited partnership (“Juniper Fund”);
(ii) Juniper HF Investors
II, LLC, a Delaware limited liability company and the general partner of Juniper Fund (“Juniper HF II”);
(iii) Juniper Targeted
Opportunities, L.P., a Delaware limited partnership (“Juniper Targeted Opportunities”);
(iv) Juniper Targeted Opportunity
Investors, LLC, a Delaware limited liability company and the general partners of Juniper Targeted Opportunities (“Juniper TO”);
(v) Juniper Investment
Company, LLC, a Delaware limited liability company and the investment advisor to Juniper Fund and Juniper Targeted Opportunities (“Juniper
Investment Company”);
(vi) Juniper Multi-Strategy
Fund, L.P., a Delaware limited partnership (“Juniper Multi-Strategy”);
(vii) Juniper HF Investors, LLC,
a Delaware limited liability company and the general partner of Juniper Multi-Strategy (“Juniper HF”)
(viii) Alexis P. Michas, as a managing
member of each of Juniper HF II, Juniper TO, Juniper HF and Juniper Investment Company; and
(ix) John A. Bartholdson,
as a managing member of each of Juniper HF II, Juniper TO, Juniper HF and Juniper Investment Company.
Each of the foregoing is referred to herein as a “Reporting
Person” and together as the “Reporting Persons.”
(b) The principal business
address of each of the Reporting Persons is 555 Madison Avenue, 24th Floor, New York, New York 10022.
(c) The principal
business of each of Juniper Fund, Juniper Targeted Opportunities, and Juniper Multi-Strategy is to invest in the capital stock of various
companies. The principal business of Juniper HF II is to serve as the general partner of Juniper Fund. The principal business of Juniper
TO is to serve as the general partner of Juniper Targeted Opportunities. The principal business of Juniper HF is to serve as general
partner of Juniper Multi-Strategy. Juniper Investment Company provides investment advisory and management services and acts as the investment
manager of Juniper Fund, Juniper Targeted Opportunities, and Juniper Multi-Strategy. Each of Messrs. Michas and Bartholdson serves as
the managing member of Juniper HF II, Juniper TO, Juniper HF and Juniper Investment Company.
(d) During the past
five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last
five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of Messrs.
Michas and Bartholdson is a United States citizen.
| Item 3. | Source and Amount of Funds or Other Consideration. |
On November 14, 2019, the Issuer entered into a Securities
Purchase Agreement (the “Purchase Agreement”), with the investors identified on Schedule I thereto, including Juniper Fund
and Juniper Targeted Opportunities (the “Investors”) pursuant to which the Investors purchased from the Issuer on November
14, 2019 (the “Private Placement”) an aggregate of 12,700 shares of the Issuer’s Series A Convertible Preferred Stock,
no par value per share (the “Series A preferred Stock”), at an aggregate purchase price of $1,000.00 per share. Juniper Fund
purchased 3,500 shares of such Series A preferred Stock and Juniper Targeted Opportunities purchased 7,700 shares of such Series A preferred
Stock for an aggregate total of 11,200 shares of Series A Preferred Stock, constituting approximately 88% of the then-outstanding shares
of Series A Preferred Stock, together for an aggregate purchase price of $11,200,000. The Shares held by Juniper Multi-Strategy were
purchased with funds obtained through capital contributions from investors in Juniper Multi-Strategy. Such Shares were purchased in open
market purchases for an aggregate purchase price of approximately $101,994. The source of funds for this purchase was the available working
capital of the Reporting Persons, including capital contributions from investors in the Reporting Persons’ funds. On December 16,
2010, Mr. Michas purchased form the Issuer an aggregate of 16,393 Shares for an aggregate purchase price of $250,000 using available
personal funds from his IRA account. John. A Bartholdson has acquired a total of 38,531 shares upon the vesting of Restricted Stock Unites
that were granted to him in his capacity as a director of the Issuer. All remaining Shares to which this Schedule 13D relates were previously
reported on a Schedule 13D/A filed on February 5, 2018, in which the Reporting Persons reported holding less than 5% beneficial ownership.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended and supplemented by adding the
following information.
Effective as of November 30, 2022, the Issuer converted
its 12,700 outstanding shares of Series A Preferred Stock into an aggregate of 5,381,360 Shares at a conversion ratio of 423.729 Shares
for each share of Series A Preferred Stock (the “Conversion”). Juniper Fund and Juniper Targeted Opportunities collectively
held 11,200 shares of Series A Preferred Stock prior to the Conversion. Pursuant to the Conversion, Juniper Fund and Juniper Targeted
Opportunities were collectively issued 4,745,766 Shares pursuant to the Conversion. Following the Conversion, the Reporting Persons no
longer hold any shares of Series A Preferred Stock.
| Item 5. | Interest in Securities of the Issuer. |
The responses of the Reporting Persons to rows (7) through (13)
of the cover pages of this Schedule 13D are incorporated herein by reference.
(a) The percentages
of ownership indicated in this Schedule 13D are calculated based on 26,255,580 Shares reported as outstanding as of November 7, 2022
(the “Record Date”), in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2022, as filed with the United States Securities and Exchange Commission on November 7, 2022, plus 5,381,360 Shares issued pursuant
to the Conversion.
As of the date of this Schedule 13D, the Reporting Persons
collectively held an aggregate of 5,694,949 Shares, constituting approximately 18% of the Issuer’s outstanding Shares as of the
Record Date. As of the date of this Schedule 13D, each Reporting Person may be deemed to have direct beneficial ownership of the Shares
as follows:
(i) Juniper
Fund beneficially owned 2,363,311 Shares, constituting approximately 7.5% of the Issuer’s outstanding Shares as of the Record Date.
(ii) Juniper
Targeted Opportunities beneficially owned 3,262,714 Shares, constituting approximately 10.3% of the Issuer’s outstanding Shares
as of the Record Date.
(iii) Juniper Multi-Strategy
beneficially owned 14,000 Shares, constituting approximately 0.0% of the Issuer’s outstanding Shares as of the Record Date.
(iv) Juniper
HF II, as the general partner of Juniper Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) the 2,363,311 Shares held by Juniper Fund, constituting approximately 7.5% of the Issuer’s outstanding Shares
as of the Record Date. Juniper HF II disclaims beneficial ownership of such Shares for all other purposes.
(v) Juniper
TO, as the general partner of Juniper Targeted Opportunities, may be deemed to own beneficially (as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934) the 3,262,714 Shares held by Juniper Targeted Opportunities, constituting approximately 10.3%
of the Issuer’s outstanding Shares as of the Record Date. Juniper TO disclaims beneficial ownership of such Shares for all other
purposes.
(vi) Juniper HF, as
general partner of Juniper Multi-Strategy, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) the 14,000 Shares held by Juniper Multi-Strategy, constituting approximately 0.0% of the Issuer’s outstanding
Shares as of the Record Date. Juniper HF disclaims beneficial ownership of such Shares for all other purposes.
(vii) Juniper Investment Company,
as the investment advisor of Juniper Fund, Juniper Targeted Opportunities, and Juniper Multi-Strategy, may be deemed to own beneficially
(as that term is defined in Rule 13-d under the Securities Exchange Act of 1934) the 5,640,025 Shares collectively and directly held
by each of Juniper Fund, Juniper Targeted Opportunities, and Juniper Multi-Strategy, constituting approximately 17.8% of the Issuer’s
outstanding Shares as of the Record Date. Juniper Investment Company disclaims beneficial ownership of such Shares for all other purposes.
(viii) Each of Messrs. Michas and Bartholdson,
as the managing member of Juniper HF II, Juniper TO, Juniper HF and Juniper Investment Company, may be deemed to own beneficially (as
that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the 5,640,025 Shares held by Juniper Fund, Juniper Targeted
Opportunities, Juniper Multi-Strategy and Juniper Investment Company, constituting approximately 17.8% of the then outstanding Shares.
Each of Messrs. Michas and Bartholdson disclaims beneficial ownership of such Shares for all other purposes.
(b) Each of Juniper
Fund, Juniper Targeted Opportunities, and Juniper Multi-Strategy has the sole power to vote or direct their respective vote of 2,363,311,
3,262,714, and 14,000 Shares and the sole power to dispose or direct the disposition of such Shares. Juniper HF II, Juniper TO, Juniper
HF, Juniper Investment Company and each of Messrs. Michas and Bartholdson may be deemed to share with Juniper Fund, Juniper Targeted
Opportunities, and Juniper Multi-Strategy, as applicable, the power to vote or to direct the vote and to dispose or to direct the disposition
of such Shares.
(c) Except for
the foregoing, no other transactions in the Shares were effected by the Reporting Persons during the sixty days prior to the date of
this Schedule 13D.
(d) To the knowledge of the Reporting Persons, no person
other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the
sale of, the Shares that are the subject of this Schedule 13D.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The response to Item 3 is incorporated herein by reference.
Except as described in this Schedule 13D or incorporated
by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between
any of the Reporting Persons or between any of the Reporting Persons and any other person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
| Item 7. | Materials to be Filed as Exhibits. |
Exhibit A: Indemnification Agreement
In connection with the appointment of Mr. Bartholdson to
the board of directors of the Issuer, Mr, Bartholdson entered into an Indemnification Agreement, dated as of November 14, 2019, with
the Issuer pursuant to which the Issuer provided indemnification and insurance coverage to Mr. Bartholdson as director of the board of
director of the Issuer.
References to and the description of the Indemnification
Agreement set forth above in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text
of the Indemnification Agreement, which is incorporated by reference to Schedule 13D originally filed with the Securities and Exchange
Commission by the Reporting Persons on November 11, 2019
Exhibit B: Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: December 1, 2022
|
JUNIPER TARGETED OPPORTUNITY FUND, L.P. |
|
|
|
By: Juniper HF Investors II, LLC, its General Partner |
|
|
|
By : /s/ John A. Bartholdson |
|
Name: John A. Bartholdson |
|
Title: Managing Member |
|
|
|
JUNIPER HF INVESTORS II, LLC |
|
|
|
By : /s/ John A. Bartholdson |
|
Name: John A. Bartholdson |
|
Title: Managing Member |
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JUNIPER MULTI-STRATEGY FUND, L.P. |
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By: Juniper HF Investors, LLC, its General Partner |
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By : /s/ John A. Bartholdson |
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Name: John A. Bartholdson |
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Title: Managing Member |
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JUNIPER HF INVESTORS, LLC |
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By : /s/ John A. Bartholdson |
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Name: John A. Bartholdson |
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Title: Managing Member |
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JUNIPER TARGETED OPPORTUNITIES, L.P. |
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By: Juniper Targeted Opportunity Investors, LLC, its General Partner |
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By : /s/ John A. Bartholdson |
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Name: John A. Bartholdson |
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Title: Managing Member |
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JUNIPER TARGETED OPPORTUNITY INVESTORS, LLC |
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By : /s/ John A. Bartholdson |
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Name: John A. Bartholdson |
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Title: Managing Member |
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JUNIPER INVESTMENT COMPANY, LLC |
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By : /s/ John A. Bartholdson |
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Name: John A. Bartholdson |
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Title: Managing Member |
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By : /s/ Alexis P. Michas |
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ALEXIS P. MICHAS |
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By : /s/ John A. Bartholdson |
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JOHN A. BARTHOLDSON |
Page 17 of 17 Pages