CUSIP
No. 774374102
1 |
|
NAME
OF REPORTING PERSON
Richmond
Brothers, Inc. |
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐ |
3 |
|
SEC
USE ONLY
|
|
4 |
|
SOURCE
OF FUNDS
OO |
|
5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐ |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
MICHIGAN |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
5,570 |
|
8 |
|
SHARED
VOTING POWER
-
0 - |
|
9 |
|
SOLE
DISPOSITIVE VOTING POWER
5,570 |
|
10 |
|
SHARED
DISPOSITIVE POWER
589,505 |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,075 |
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% |
|
14 |
|
TYPE
OF REPORTING PERSON
IA,
CO |
|
CUSIP
No. 774374102
1 |
|
NAME
OF REPORTING PERSON
RBI
Private Investment I, 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
DELAWARE |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
5,894 |
|
8 |
|
SHARED
VOTING POWER
-
0 - |
|
9 |
|
SOLE
DISPOSITIVE VOTING POWER
5,894 |
|
10 |
|
SHARED
DISPOSITIVE POWER
-
0 - |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,894 |
|
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 |
|
CUSIP
No. 774374102
1 |
|
NAME
OF REPORTING PERSON
RBI
Private Investment II, 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
DELAWARE |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
3,498 |
|
8 |
|
SHARED
VOTING POWER
-
0 - |
|
9 |
|
SOLE
DISPOSITIVE VOTING POWER
3,498 |
|
10 |
|
SHARED
DISPOSITIVE POWER
-
0 - |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,498 |
|
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 |
|
CUSIP
No. 774374102
1 |
|
NAME
OF REPORTING PERSON
The
RBI Opportunities Fund, 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
DELAWARE |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
491,700* |
|
8 |
|
SHARED
VOTING POWER
-
0 - |
|
9 |
|
SOLE
DISPOSITIVE VOTING POWER
491,700* |
|
10 |
|
SHARED
DISPOSITIVE POWER
-
0 - |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,700* |
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%* |
|
14 |
|
TYPE
OF REPORTING PERSON
OO |
|
| * | Includes 176,627 Shares issuable upon the exercise of warrants
that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause
the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%. |
Numbers reflect the reverse split that became effective on May 13,
2022.
CUSIP
No. 774374102
1 |
|
NAME
OF REPORTING PERSON
The
RBI Opportunities Fund II, 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
DELAWARE |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
205,561* |
|
8 |
|
SHARED
VOTING POWER
-
0 - |
|
9 |
|
SOLE
DISPOSITIVE VOTING POWER
205,561* |
|
10 |
|
SHARED
DISPOSITIVE POWER
-
0 - |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,561* |
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%* |
|
14 |
|
TYPE
OF REPORTING PERSON
OO |
|
| * | Includes 75,261 Shares issuable upon the exercise of warrants
that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause
the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%. |
Numbers reflect the reverse split that became effective on May 13,
2022.
CUSIP
No. 774374102
1 |
|
NAME
OF REPORTING PERSON
RBI
PI Manager, 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
DELAWARE |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
706,653* |
|
8 |
|
SHARED
VOTING POWER
-
0 - |
|
9 |
|
SOLE
DISPOSITIVE VOTING POWER
706,653* |
|
10 |
|
SHARED
DISPOSITIVE POWER
-
0 - |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
706,653* |
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%* |
|
14 |
|
TYPE
OF REPORTING PERSON
OO |
|
| * | Includes 251,888 Shares issuable upon the exercise of warrants
that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause
the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%. |
Numbers reflect the reverse split that became effective on May 13,
2022.
CUSIP
No. 774374102
1 |
|
NAME
OF REPORTING PERSON
Richmond
Brothers 401(k) Profit Sharing Plan |
|
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
MICHIGAN |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
11,360 |
|
8 |
|
SHARED
VOTING POWER
-
0 - |
|
9 |
|
SOLE
DISPOSITIVE VOTING POWER
11,360 |
|
10 |
|
SHARED
DISPOSITIVE POWER
-
0 - |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,360 |
|
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
EP |
|
CUSIP
No. 774374102
1 |
|
NAME
OF REPORTING PERSON
David
S. Richmond |
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐ |
3 |
|
SEC
USE ONLY
|
|
4 |
|
SOURCE
OF FUNDS
OO,
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
723,357* |
|
8 |
|
SHARED
VOTING POWER
19,637 |
|
9 |
|
SOLE
DISPOSITIVE VOTING POWER
723,357* |
|
10 |
|
SHARED
DISPOSITIVE POWER
609,142 |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,332,499* |
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%* |
|
14 |
|
TYPE
OF REPORTING PERSON
IN |
|
| * | Includes 251,888 Shares issuable upon the exercise of warrants
that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause
the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%. |
Numbers reflect the reverse split that became effective on May 13,
2022.
CUSIP
No. 774374102
1 |
|
NAME
OF REPORTING PERSON
Matthew
J. Curfman |
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐ |
3 |
|
SEC
USE ONLY
|
|
4 |
|
SOURCE
OF FUNDS
OO,
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
4,802 |
|
8 |
|
SHARED
VOTING POWER
20,411 |
|
9 |
|
SOLE
DISPOSITIVE VOTING POWER
4,802 |
|
10 |
|
SHARED
DISPOSITIVE POWER
605,781 |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
610,583 |
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% |
|
14 |
|
TYPE
OF REPORTING PERSON
IN |
|
CUSIP
No. 774374102
The
following constitutes Amendment No. 16 to the Schedule 13D filed by the undersigned (“Amendment No. 16”). This Amendment
No. 16 amends the Schedule 13D as specifically set forth herein.
|
Item
2. |
Identity
and Background. |
Item
2 is hereby amended and restated to read as follows:
(a)
This statement is filed by:
|
(i) |
Richmond
Brothers, Inc., a Michigan corporation (“Richmond Brothers”), which serves as the investment advisor to certain managed
accounts (the “Separately Managed Accounts”); |
|
(ii) |
RBI
Private Investment I, LLC, a Delaware limited liability company (“RBI PI”); |
|
(iii) |
RBI
Private Investment II, LLC, a Delaware limited liability company (“RBI PII”); |
|
(iv) |
The
RBI Opportunities Fund, LLC, a Delaware limited liability company (“RBI Opportunities”); |
|
(v) |
The
RBI Opportunities Fund II, LLC, a Delaware limited liability company (“RBI Opportunities II”); |
|
(vi) |
RBI
PI Manager, LLC, a Delaware limited liability company (“RBI Manager”), which serves as the manager of RBI PI, RBI PII,
RBI Opportunities and RBI Opportunities II; |
|
(vii) |
Richmond
Brothers 401(k) Profit Sharing Plan, an employee benefit plan organized under the laws of Michigan (the “RBI Plan”); |
|
(viii) |
David
S. Richmond, who serves as Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan; and |
|
(ix) |
Matthew
J. Curfman, who serves as President of Richmond Brothers and a trustee of the RBI Plan. |
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of
the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.
(b)
The address of the principal office of each of the Reporting Persons is 3568 Wildwood Avenue, Jackson, Michigan 49202.
CUSIP
NO. 774374102
(c)
The principal business of Richmond Brothers is serving as a registered investment advisor and is the investment advisor to the Separately
Managed Accounts. The principal business of each of RBI PI, RBI PII, RBI Opportunities and RBI Opportunities II is investing in securities.
The principal business of RBI Manager is serving as the manager of RBI PI, RBI PII, RBI Opportunities and RBI Opportunities II. The principal
business of the RBI Plan is investing in securities. The principal occupation of Mr. Richmond is serving as Chairman of Richmond Brothers,
manager of RBI Manager and a trustee of the RBI Plan. The principal occupation of Mr. Curfman is serving as President of Richmond Brothers
and a trustee of the RBI Plan.
(d)
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
No Reporting Person has, during the last five years, been 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)
Messrs. Richmond and Curfman are citizens of the United States of America.
|
Item
3. |
Source
and Amount of Funds or Other Consideration. |
Item
3 is hereby amended and restated to read as follows:
The
Shares held in the Separately Managed Accounts and purchased by each of Richmond Brothers, RBI PI, RBI PII, RBI Opportunities, RBI Opportunities
II and the RBI Plan were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business). The aggregate purchase price of the 5,570 Shares owned directly by Richmond Brothers is approximately
$9,079, excluding brokerage commissions. The aggregate purchase price of the 706,653 Shares held by the Separately Managed Accounts is
approximately $1,151,844, excluding brokerage commissions. The aggregate purchase price of the 5,894 Shares owned directly by RBI PI
is approximately $9,607, excluding brokerage commissions. The aggregate purchase price of the 3,498 Shares owned directly by RBI PII
is approximately $5,702, excluding brokerage commissions. The aggregate purchase price of the 697,261 Shares (together with the warrants
referenced in the first sentence of the following paragraph) owned in the aggregate by RBI Opportunities and RBI Opportunities II is
$1,136,535, excluding brokerage commissions. The aggregate purchase price of the 11,360 Shares owned directly by the RBI Plan is approximately
$18,517, excluding brokerage commissions.
Pursuant
to the Securities Purchase Agreement entered into on October 15, 2018 (as defined and described in Amendment No. 12 to the Schedule 13D),
RBI Opportunities received warrants exercisable into 251,888 Shares from the Issuer, of which warrants exercisable into 75,261 Shares
were transferred to RBI Opportunities II in an exempt transaction. The warrants have an exercise price of $54.56 per Share and will now
expire on April 30, 2025.
The
Shares purchased by Mr. Richmond were purchased with personal funds (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business). The aggregate purchase price of the 19,411 Shares beneficially owned by Mr. Richmond, including
2,707 Shares directly owned by his spouse and 4,135 Shares directly owned by his daughter, is approximately $31,639, excluding brokerage
commissions.
The
Shares purchased by Mr. Curfman were purchased with personal funds (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business). The aggregate purchase price of the 4,802 Shares beneficially owned by Mr. Curfman, including
the 3,481 Shares directly owned by his spouse, is approximately $7,827, excluding brokerage commissions.
CUSIP
No. 774374102
|
Item
5. |
Interest
in Securities of the Issuer. |
Items
5 to Schedule 13D is hereby amended and restated, in pertinent part, as follows:
The
aggregate percentage of Shares reported owned by each person named herein is based upon 9,384,591 Shares outstanding as of May 30, 2022,
which is the total number of Shares outstanding based on information contained in the Issuer’s Prospectus Supplement filed pursuant
to Rule 424(b)(5) with the Securities and Exchange Commission on June 1, 2022. The Reporting Persons beneficially own those Shares as
follows
|
(a) |
As
of the date hereof, Richmond Brothers directly beneficially owned 5,570 Shares, and an additional 595,505 Shares were held in the
Separately Managed Accounts. As the investment advisor to the Separately Managed Accounts, Richmond Brothers may also be deemed the
beneficial owner of the 595,505 Shares held in the Separately Managed Accounts. |
Percentage:
Approximately 6.3%
|
(b) |
1.
Sole power to vote or direct vote: 5,570
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,570
4. Shared power to dispose or direct the disposition: 589,505 |
|
(a) |
As
of the date hereof, RBI PI beneficially owned 5,894 Shares. |
Percentage:
Less than 1%
|
(b) |
1.
Sole power to vote or direct vote: 5,894
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,894
4. Shared power to dispose or direct the disposition: 0 |
CUSIP
No. 774374102
|
(a) |
As
of the date hereof, RBI PII beneficially owned 3,498 Shares. |
Percentage:
Less than 1%
|
(b) |
1.
Sole power to vote or direct vote: 3,498
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,498
4. Shared power to dispose or direct the disposition: 0 |
|
(a) |
As
of the date hereof, RBI Opportunities beneficially owned 491,700 Shares (including 176,627 Shares issuable upon the exercise of warrants
that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not
cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9% of the outstanding Shares). |
Percentage:
Approximately 5.2%
|
(b) |
1.
Sole power to vote or direct vote: 491,700
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 491,700
4. Shared power to dispose or direct the disposition: 0 |
|
(a) |
As
of the date hereof, RBI Opportunities II beneficially owned 205,561 Shares (including 75,261 Shares issuable upon the exercise of
warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise
would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9% of the outstanding Shares). |
Percentage:
Approximately 2.2%
|
(b) |
1.
Sole power to vote or direct vote: 205,561
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 205,561
4. Shared power to dispose or direct the disposition: 0 |
CUSIP
No. 774374102
|
(a) |
As
the manager of RBI PI, RBI PII, RBI Opportunities and RBI Opportunities II, RBI Manager may be deemed the beneficial owner of the
(i) 5,894 Shares owned by RBI PI, (ii) 3,498 Shares owned by RBI PII, (iii) 491,700 Shares beneficially owned by RBI Opportunities
and (iv) 205,561 Shares beneficially owned by RBI Opportunities II. |
Percentage:
Approximately 7.5%
|
(b) |
1.
Sole power to vote or direct vote: 706,653
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 706,653
4. Shared power to dispose or direct the disposition: 7.5% |
|
(a) |
As
of the date hereof, the RBI Plan beneficially owned 11,360 Shares. |
Percentage:
Less than 1%
|
(b) |
1.
Sole power to vote or direct vote: 11,360
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,360
4. Shared power to dispose or direct the disposition: 0 |
|
(a) |
As
of the date hereof, Mr. Richmond beneficially owned 723,357 Shares, including 2,707 Shares directly owned by his spouse, 4,135 Shares
directly owned by his daughter. As the Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan, Mr. Richmond
may also be deemed the beneficial owner of the (i) 5,570 Shares owned directly by Richmond Brothers, (ii) 595,505 Shares held in
the Separately Managed Accounts, (iii) 5,894 Shares owned by RBI PI, (iv) 38,490 Shares owned by RBI PII, (v) 491,700 Shares
beneficially owned by RBI Opportunities, (vi) 205,561 Shares beneficially owned by RBI Opportunities II and (vii) 11,360 Shares owned
by the RBI Plan. |
Percentage:
Approximately 14.2%
|
(b) |
1.
Sole power to vote or direct vote: 723,357
2. Shared power to vote or direct vote: 19,637
3. Sole power to dispose or direct the disposition: 723,357
4. Shared power to dispose or direct the disposition: 609,142 |
CUSIP
No. 774374102
|
(a) |
As
of the date hereof, Mr. Curfman beneficially owned 4,802 Shares, including 3,481 Shares directly owned by his spouse. As the President
of Richmond Brothers and a trustee of the RBI Plan, Mr. Curfman may also be deemed the beneficial owner of the (i) 5,570 Shares owned
directly by Richmond Brothers, (ii) 595,505 Shares held in the Separately Managed Accounts and (iii) 11,360 Shares owned by the RBI
Plan. |
Percentage:
Approximately 6.5%
|
(b) |
1.
Sole power to vote or direct vote: 4,802
2. Shared power to vote or direct vote: 20,411
3. Sole power to dispose or direct the disposition: 4,802
4. Shared power to dispose or direct the disposition: 605,781 |
An
aggregate of 1,332,499 Shares (including 251,888 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision),
constituting beneficial ownership of approximately 14.2% of the outstanding Shares, are reported in this Amendment No. 16 to the Schedule
13D.
The
filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.
|
(c) |
The
transactions in the securities of the Issuer by the Reporting Persons during the past sixty days are set forth in Schedule A and
are incorporated herein by reference. Such transactions were effected in the open market. |
CUSIP
No. 774374102
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 23, 2022
|
Richmond Brothers, Inc. |
|
|
|
|
By: |
/s/ David S. Richmond |
|
|
Name: |
David S. Richmond |
|
|
Title: |
Chairman |
|
RBI Private Investment I, LLC |
|
|
|
By: |
RBI PI Manager, LLC |
|
|
Manager |
|
|
|
|
By: |
/s/ David S. Richmond |
|
|
Name: |
David S. Richmond |
|
|
Title: |
Manager |
|
RBI Private Investment II, LLC |
|
|
|
By: |
RBI PI Manager, LLC |
|
|
Manager |
|
|
|
|
By: |
/s/ David S. Richmond |
|
|
Name: |
David S. Richmond |
|
|
Title: |
Manager |
|
The RBI Opportunities Fund, LLC |
|
|
|
By: |
RBI PI Manager, LLC |
|
|
Manager |
|
|
|
|
By: |
/s/ David S. Richmond |
|
|
Name: |
David S. Richmond |
|
|
Title: |
Manager |
CUSIP
No. 774374102
|
The RBI Opportunities Fund II, LLC |
|
|
|
By: |
RBI PI Manager, LLC |
|
|
Manager |
|
|
|
|
By: |
/s/ David S. Richmond |
|
|
Name: |
David S. Richmond |
|
|
Title: |
Manager |
|
By: |
RBI PI Manager, LLC |
|
|
|
|
By: |
/s/ David S. Richmond |
|
|
Name: |
David S. Richmond |
|
|
Title: |
Manager |
|
By: |
Richmond Brothers 401(k) Profit Sharing Plan |
|
|
|
|
By: |
/s/ David S. Richmond |
|
|
Name: |
David S. Richmond |
|
|
Title: |
Trustee |
|
/s/ David S. Richmond |
|
David S. Richmond |
|
|
|
/s/ Matthew J. Curfman |
|
Matthew J. Curfman |
CUSIP
No. 774374102
SCHEDULE
A
Transactions
in the Securities of the Issuer During the past sixty days
Nature of Transaction | |
Securities Purchased/(Sold) | | |
Price per Security ($) | | |
Date of Purchase / Sale |
| |
Richmond Brothers, Inc. (Through the Separately Managed Accounts) | | |
|
Sale of Common Stock | |
| (2,631 | ) | |
| 0.2850 | | |
05/10/2022 |
Sale of Common Stock | |
| (2,348 | ) | |
| 0.2850 | | |
05/10/2022 |
Sale of Common Stock | |
| (125 | ) | |
| 1.9457 | | |
05/17/2022 |
Sale of Common Stock | |
| (202 | ) | |
| 1.9601 | | |
05/18/2022 |
Sale of Common Stock | |
| (339 | ) | |
| 1.9250 | | |
05/19/2022 |
Sale of Common Stock | |
| (304 | ) | |
| 1.6700 | | |
06/02/2022 |
Sale of Common Stock | |
| (303 | ) | |
| 1.6750 | | |
06/02/2022 |
Sale of Common Stock | |
| (757 | ) | |
| 1.5165 | | |
06/08/2022 |
Sale of Common Stock | |
| (84 | ) | |
| 1.5050 | | |
06/09/2022 |
Sale of Common Stock | |
| (1,157 | ) | |
| 1.4200 | | |
06/10/2022 |
Sale of Common Stock | |
| (787 | ) | |
| 1.4077 | | |
06/10/2022 |
Sale of Common Stock | |
| (751 | ) | |
| 1.3200 | | |
06/14/2022 |
Sale of Common Stock | |
| (20 | ) | |
| 1.3400 | | |
06/14/2022 |
Sale of Common Stock | |
| (388 | ) | |
| 1.3265 | | |
06/14/2022 |
Sale of Common Stock | |
| (101 | ) | |
| 1.4170 | | |
06/17/2022 |
Sale of Common Stock | |
| (102 | ) | |
| 1.4206 | | |
06/17/2022 |
Sale of Common Stock | |
| (67 | ) | |
| 1.3997 | | |
06/17/2022 |
Sale of Common Stock | |
| (52 | ) | |
| 1.4077 | | |
06/17/2022 |
Sale of Common Stock | |
| (92 | ) | |
| 1.3989 | | |
06/17/2022 |
19