WASHINGTON, D.C. 20549
(Amendment No. 1)*
Daniel I. Fisher
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. ◻
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
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(1)
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Name of Reporting Persons:
Kennedy Lewis Management LP
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (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 (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
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(6)
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Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
4,200,000
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
4,200,000
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
4,200,000
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
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(13)
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Percent of Class Represented by Amount in Row (11):
14.1%*
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(14)
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Type of Reporting Person (See Instructions):
PN, IA
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*
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Based on 29,715,140 shares of Common Stock of Town Sports International Holdings, Inc. (the “Issuer”) outstanding as of September 3, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and
Exchange Commission (the “SEC”) on September 4, 2020.
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Schedule 13D
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(1)
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Name of Reporting Persons:
KLM GP LLC
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (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 (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
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(6)
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Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
4,200,000
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
4,200,000
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
4,200,000
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
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(13)
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Percent of Class Represented by Amount in Row (11):
14.1%*
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(14)
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Type of Reporting Person (See Instructions):
OO, HC
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*
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Based on 29,715,140 shares of Common Stock of the Issuer outstanding as of September 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on September 4, 2020.
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Schedule 13D
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(1)
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Name of Reporting Persons:
Kennedy Lewis Investment Management LLC
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (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 (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
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(6)
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Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
4,200,000
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
4,200,000
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
4,200,000
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
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(13)
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Percent of Class Represented by Amount in Row (11):
14.1%*
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(14)
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Type of Reporting Person (See Instructions):
OO, HC
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*
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Based on 29,715,140 shares of Common Stock of the Issuer outstanding as of September 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on September 4, 2020.
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Schedule 13D
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(1)
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Name of Reporting Persons:
Darren Richman
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (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 (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
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(6)
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Citizenship or Place of Organization:
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
4,200,000
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
4,200,000
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
4,200,000
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
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(13)
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Percent of Class Represented by Amount in Row (11):
14.1%*
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(14)
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Type of Reporting Person (See Instructions):
IN, HC
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*
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Based on 29,715,140 shares of Common Stock of the Issuer outstanding as of September 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on September 4, 2020.
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Schedule 13D
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(1)
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Name of Reporting Persons:
David Chene
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (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 (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
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(6)
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Citizenship or Place of Organization:
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
4,200,000
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
4,200,000
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
4,200,000
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
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(13)
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Percent of Class Represented by Amount in Row (11):
14.1%*
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(14)
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Type of Reporting Person (See Instructions):
IN, HC
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*
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Based on 29,715,140 shares of Common Stock of the Issuer outstanding as of September 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on September 4, 2020.
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AMENDMENT NO. 1 TO SCHEDULE 13D
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Kennedy Lewis Management LP (the “Adviser”), KLM GP LLC (“KLM”), Kennedy Lewis
Investment Management LLC (“Kennedy Lewis Management”), Darren Richman and David Chene (collectively, the “Reporting Persons”) on January 7, 2020. This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in
all other items, as applicable.
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ITEM 2.
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IDENTITY AND BACKGROUND
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Item 2 of the Schedule 13D is hereby amended as follows:
(b) The business address or address of its principal office, as applicable, of the Reporting Persons is:
111 West 33rd Street, Suite 1910
New York, NY 10120
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ITEM 4.
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PURPOSE OF TRANSACTION
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Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
On December 24, 2020, the Adviser and the Issuer announced an agreement in principle to enter into transactions pursuant to which the Issuer will enter into a $100 million senior secured first lien delayed
draw term loan facility with a 5-year maturity, with an initial draw of $5 million with the remainder of the facility becoming available upon satisfaction of certain conditions, with the lenders being investment funds for which the Adviser serves as
investment manager (the “Credit Agreement”). In addition, pursuant to the Credit Agreement, the Issuer will issue shares of Common Stock in an amount equal to 51% of the fully diluted outstanding Common Stock to an investment fund for which the
Adviser serves as investment manager. Further, following such transactions, the Reporting Persons will have the right to appoint three of the five members of the Issuer’s Board. The final details of such transactions remain subject to the
completion of final documentation.
The Reporting Persons have had discussions with members of the Issuer’s management and members of the Issuer’s Board in connection with the Reporting Persons’ investment in the Issuer and may from time to
time have further discussions with directors and officers of the Issuer, or discussions with other stockholders or third parties regarding the Issuer’s business operations, strategies, capital structure and other matters related to the Issuer. These
discussions may review options for maximizing stockholder value, improving capital or asset allocation or various strategic alternatives including acquisitions or operational or management initiatives, including one or more items in subsections
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without
limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the
securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Common Stock and/or other equity,
debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in
the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 29,715,140 shares of Common Stock of the Issuer
outstanding as of September 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on September 4, 2020.
The Fund delegated to the Adviser sole voting and investment power over the securities held by the Fund pursuant to an Investment Management Agreement with the Fund. As a result, each of the Adviser, KLM,
as the general partner of the Adviser, Kennedy Lewis Management, as the owner of KLM, and Messrs. Richman and Chene, as managing members and control persons of Kennedy Lewis Management, may be deemed to exercise voting and investment power over the
shares of Common Stock directly held by the Fund. The Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment
Management Agreement with the Adviser.
(c) There have been no transactions in securities of the Issuer effected by the Reporting Persons during the 60 days prior to the date hereof.
(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. All securities reported in this Schedule 13D are directly
held by the Fund. The investors in the Fund have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held by the Fund in accordance with their respective investment percentages in the
Fund.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of December 28, 2020
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KENNEDY LEWIS MANAGEMENT LP
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By:
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KLM GP LLC, its general partner
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By:
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/s/ Anthony Pasqua
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Name:
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Anthony Pasqua
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Title:
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Chief Operating Officer
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KLM GP LLC
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By:
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/s/ Anthony Pasqua
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Name:
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Anthony Pasqua
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Title:
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Chief Operating Officer
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KENNEDY LEWIS INVESTMENT MANAGEMENT LLC
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By:
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/s/ Anthony Pasqua
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Name:
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Anthony Pasqua
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Title:
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Chief Operating Officer
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By:
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/s/ Darren Richman
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By:
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/s/ David Chene
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