Amended Statement of Beneficial Ownership (sc 13d/a)
June 07 2019 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)
1
SeaChange International, Inc.
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
811699107
(CUSIP Number)
Karen
Singer
212 Vaccaro Drive
Cresskill, New Jersey 07626
(212) 845-7977
ANDREW FREEDMAN, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
June 7, 2019
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
☒
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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KAREN SINGER
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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6,067,616
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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6,067,616
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,067,616
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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TAR HOLDINGS LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NEW JERSEY
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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6,067,616
1
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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6,067,616
2
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,067,616
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%
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14
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TYPE OF REPORTING PERSON
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OO
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1
Ms. Singer has sole voting power with respect to all the shares held by TAR Holdings LLC.
2
Ms. Singer has sole
dispositive power with respect to all shares held by TAR Holdings LLC.
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1
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NAME OF REPORTING PERSON
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CCUR HOLDINGS, INC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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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- 0 -
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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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1,284,910
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,284,910
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,284,910
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.5%
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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WAYNE BARR, JR.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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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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1,284,910
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,284,910
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,284,910
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.5%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended
to add the following:
Wayne Barr, Jr. and
CCUR Holdings, Inc
. are no longer members of the Section 13(d) group and shall cease
to be Reporting Persons immediately after the filing of this Amendment No. 2. The remaining Reporting Persons will continue filing
as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required
by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item
6 below.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are
hereby amended and restated to read as follows:
The aggregate percentage
of shares of Common Stock reported owned is based upon 36,607,461 shares of Common Stock outstanding as reported in the Issuer’s
Definitive Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on May 24, 2019.
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(a)
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As of the date hereof, TAR Holdings beneficially owns 6,067,616 shares of Common Stock, which shares
are held directly by TAR Holdings.
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Percentage: Approximately 16.6%
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(b)
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1. Sole power to vote or direct vote: 6,067,616
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,067,616
4. Shared power to dispose or direct the disposition: 0
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(c)
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TAR Holdings has not entered into any transactions in the shares of Common Stock during the past
60 days.
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(a)
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Ms. Singer, as the managing member of TAR Holdings, beneficially owns 6,067,616 shares of Common
Stock held by TAR Holdings.
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Percentage: Approximately 16.6%
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(b)
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1. Sole power to vote or direct vote: 6,067,616
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,067,616
4. Shared power to dispose or direct the disposition: 0
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(c)
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Ms. Singer has not entered into any transactions in the shares of Common Stock during the past
60 days.
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(a)
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As of the date hereof, CCUR Holdings beneficially owns 1,284,910 shares of Common Stock.
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Percentage: Approximately 3.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,284,910
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,284,910
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(c)
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CCUR Holdings has not entered into any transactions in the shares of Common Stock during the past
60 days.
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(a)
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Mr. Barr, as CEO, President and Executive Chairman of CCUR Holdings, may be deemed to beneficially
own the 1,284,910 shares of Common Stock owned by CCUR Holdings.
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Percentage: Approximately 3.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,284,910
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,284,910
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(c)
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Mr. Barr has not entered into any transactions in the shares of Common Stock during the past 60
days.
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As of the date hereof,
the Reporting Persons collectively beneficially owned an aggregate of 7,352,526 shares of Common Stock, constituting approximately
20.1% of the shares of Common Stock outstanding.
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the shares of Common Stock directly owned by the other Reporting
Persons. Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except to the extent of his, her or
its pecuniary interest therein.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
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Item 6 is hereby amended
to add the following:
On June 7, 2019, the
Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons that will remain Reporting Persons following
the filing of this Amendment No. 2 have agreed to the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits
.
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Item 7 is hereby amended
to add the following exhibits:
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99.1
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Joint Filing Agreement by and among TAR Holdings LLC and Karen Singer, dated June 7, 2019.
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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 7, 2019
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TAR Holdings LLC
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By:
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/s/ Karen Singer
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Name:
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Karen Singer
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Title:
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Managing Member
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/s/ Karen Singer
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Karen Singer
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CCUR Holdings, Inc.
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By:
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/s/ Wayne Barr, Jr.
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Name:
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Wayne Barr, Jr.
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Title:
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CEO, President and Executive Chairman
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/s/ Wayne Barr, Jr.
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Wayne Barr, Jr.
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