141 W. Jackson Blvd., Suite 1702
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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PW Partners Atlas Fund III LP
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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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1,271,182
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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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1,271,182
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,271,182
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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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4.5%
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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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PW Partners Atlas Fund II LP
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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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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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4,300,000(1)
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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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4,300,000(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,300,000(1)
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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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14.6%
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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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Consists of (i) 2,800,000 shares of Common Stock that PW Partners Atlas Fund II LP has agreed to
purchase, subject to closing, pursuant to the SPA (as defined below) and (ii) up to 1,500,000 shares of Common Stock that PW Partners
Atlas Fund II LP has the right to purchase pursuant to the Option Agreement (as defined below).
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1
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NAME OF REPORTING PERSON
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PW Partners Atlas Funds, 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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AF, 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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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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5,571,182(1)
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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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5,571,182(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,571,182(1)
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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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18.9%
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14
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TYPE OF REPORTING PERSON
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OO
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(1)
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Includes (i) 2,800,000 shares of Common Stock that PW Partners Atlas Fund II LP has agreed to purchase,
subject to closing, pursuant to the SPA (as defined below) and (ii) up to 1,500,000 shares of Common Stock that PW Partners Atlas
Fund II LP has the right to purchase pursuant to the Option Agreement (as defined below).
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1
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NAME OF REPORTING PERSON
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PW Partners Capital Management 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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AF, 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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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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5,571,182(1)
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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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5,571,182(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,571,182(1)
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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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18.9%
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14
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TYPE OF REPORTING PERSON
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OO
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(1)
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Includes (i) 2,800,000 shares of Common Stock that PW Partners Atlas Fund II LP has agreed to purchase,
subject to closing, pursuant to the SPA (as defined below) and (ii) up to 1,500,000 shares of Common Stock that PW Partners Atlas
Fund II LP has the right to purchase pursuant to the Option Agreement (as defined below).
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1
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NAME OF REPORTING PERSON
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Patrick Walsh
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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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PF, AF, 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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2,521,942
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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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5,571,182(1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,111,266
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10
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SHARED DISPOSITIVE POWER
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5,571,182(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,093,124(1)
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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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27.4%
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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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Includes (i) 2,800,000 shares of Common Stock that PW Partners Atlas Fund II LP has agreed to purchase,
subject to closing, pursuant to the SPA (as defined below) and (ii) up to 1,500,000 shares of Common Stock that PW Partners Atlas
Fund II LP has the right to purchase pursuant to the Option Agreement (as defined below).
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The following constitutes
Amendment No. 18 to the Schedule 13D filed by the undersigned (“Amendment No. 18”). This Amendment No. 18 amends the
Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
and restated to read as follows:
The 1,271,182 Shares
purchased by Atlas Fund III 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 1,271,182 Shares directly owned by Atlas Fund III is approximately $5,682,164, excluding brokerage commissions.
Atlas Fund II has
agreed to purchase 2,800,000 Shares, subject to closing, pursuant to the SPA (as defined below) and has the right to purchase up
to 1,500,000 Shares pursuant to the Option Agreement (as defined below).
Other than 1,506,882
Shares (including 389,168 unvested restricted Shares) awarded to Mr. Walsh in connection with his service as an officer and director
of the Issuer, the Shares directly owned by Mr. Walsh were purchased with personal funds. The aggregate purchase price of the 1,015,060
Shares purchased by Mr. Walsh is approximately $3,037,554, excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) - 5(c)
are hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 28,002,197 Shares outstanding as of October
31, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on November 5, 2019.
As of the close of
business on the date hereof, Atlas Fund III beneficially owns directly 1,271,182 Shares, Atlas Fund II may be deemed to beneficially
own 2,800,000 Shares that it has agreed to purchase, subject to closing, pursuant to the SPA (the “SPA Shares”) and
1,500,000 Shares that it has the right to purchase pursuant to the Option Agreement (the “Option Shares”), and Mr.
Walsh beneficially owns directly 2,521,942 Shares (including 389,168 unvested restricted Shares), constituting approximately 4.5%,
14.6% and 9.0%, respectively, of the Shares outstanding.
Atlas Fund GP, as
the general partner of Atlas Fund III and Atlas Fund II, may be deemed to beneficially own the 1,271,182 Shares directly beneficially
owned by Atlas Fund III, the 2,800,000 SPA Shares that may be deemed to be beneficially owned by Atlas Fund II and the 1,500,000
Option Shares that may be deemed to be beneficially owned by Atlas Fund II, constituting approximately 18.9% of the Shares outstanding.
PW Capital Management,
as the investment manager with respect to Atlas Fund III and Atlas Fund II, may be deemed to beneficially own the 1,271,182 Shares
directly beneficially owned by Atlas Fund III, the 2,800,000 SPA Shares that may be deemed to be beneficially owned by Atlas Fund
II and the 1,500,000 Option Shares that may be deemed to be beneficially owned by Atlas Fund II, constituting approximately 18.9%
of the Shares outstanding.
Mr. Walsh, as the
Managing Member and Chief Executive Officer of Atlas Fund GP and the Managing Member of PW Capital Management, may be deemed to
beneficially own the 1,271,182 Shares that may be deemed to be beneficially owned by Atlas Fund GP and PW Capital Management, the
2,800,000 SPA Shares that may be deemed to be beneficially owned by Atlas Fund GP and PW Capital Management and the 1,500,000 Option
Shares that may be deemed to be beneficially owned by Atlas Fund GP and PW Capital Management, which, together with the Shares
he directly beneficially owns, constitutes an aggregate of 8,093,124 Shares or approximately 27.4% of the Shares outstanding.
(b) Each
of Atlas Fund III, Atlas Fund GP, PW Capital Management and Mr. Walsh may be deemed to have shared power to vote or direct the
vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by Atlas Fund III.
Each of Atlas Fund
II, Atlas Fund GP, PW Capital Management and Mr. Walsh may be deemed to have shared power to vote or direct the vote of, and to
dispose or direct the disposition of, the SPA Shares and Option Shares that may be deemed to be beneficially owned by Atlas Fund
II.
Mr. Walsh has the
sole power to vote or direct the vote of, and to dispose or direct the disposition of, 2,132,774 Shares beneficially owned directly
by him and the sole power to vote or direct the vote of an additional 389,168 unvested restricted Shares beneficially owned directly
by him.
(c) On
December 13, 2019, Mr. Walsh purchased 21,508 Shares at a price of $1.76 per Share pursuant to the Issuer’s 2018 Management
Stock Purchase Plan.
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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:
As previously disclosed,
on December 11, 2019, Atlas Fund II entered into a Stock Purchase Agreement (the “SPA”) with HG Vora Special Opportunities
Master Fund, Ltd. (“HG Vora”) pursuant to which Atlas Fund II agreed to purchase 2,800,000 SPA Shares from HG Vora
for $1.50 per Share, subject to the closing conditions set forth therein. The closing of the SPA has been delayed as additional
time is needed to effectuate certain mechanics involving the transfer of the SPA Shares.
SIGNATURES
After reasonable
inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: December 18, 2019
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PW PARTNERS ATLAS FUND III LP
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By:
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PW Partners Atlas Funds, LLC
General Partner
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By:
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/s/ Patrick Walsh
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Name:
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Patrick Walsh
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS ATLAS FUND II LP
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By:
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PW Partners Atlas Funds, LLC
General Partner
|
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|
By:
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/s/ Patrick Walsh
|
|
|
Name:
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Patrick Walsh
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|
Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS ATLAS FUNDS, LLC
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|
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By:
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/s/ Patrick Walsh
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Name:
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Patrick Walsh
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS CAPITAL MANAGEMENT LLC
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By:
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/s/ Patrick Walsh
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Name:
|
Patrick Walsh
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Title:
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Managing Member
|
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/s/ Patrick Walsh
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Patrick Walsh
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