(Amendment No. 10)1
ANDREW FREEDMAN ESQ.
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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THE DONERAIL GROUP LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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, AF |
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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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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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833,000* |
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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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833,000* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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833,000* |
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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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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN, IA |
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*Includes 233,000 Shares underlying call options currently exercisable
as further described in Item 6.
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1 |
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NAME OF REPORTING PERSON |
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WILLIAM WYATT |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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, AF |
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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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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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833,000* |
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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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833,000* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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833,000* |
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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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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.1% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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*Includes 233,000 Shares underlying call options currently exercisable
as further described in Item 6.
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1 |
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NAME OF REPORTING PERSON |
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HARBERT FUND ADVISORS, INC. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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, AF |
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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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Alabama |
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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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833,000* |
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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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833,000* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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833,000* |
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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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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.1% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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*Includes 233,000 Shares underlying call options currently exercisable
as further described in Item 6.
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1 |
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NAME OF REPORTING PERSON |
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HARBERT MANAGEMENT CORPORATION |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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, AF |
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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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Alabama |
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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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833,000* |
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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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833,000* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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833,000* |
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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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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.1% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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*Includes 233,000 Shares underlying call options currently exercisable
as further described in Item 6.
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1 |
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NAME OF REPORTING PERSON |
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SCW Capital, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas |
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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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366,083 |
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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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366,083 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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366,083 |
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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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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.2% |
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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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SCW Capital QP, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas |
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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 |
|
8 |
|
SHARED VOTING POWER |
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EACH |
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REPORTING |
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169,782 |
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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 |
|
SHARED DISPOSITIVE POWER |
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169,782 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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169,782 |
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|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.0% |
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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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|
SCW Capital Management, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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AF |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
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|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
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|
Texas |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-0- |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
535,865 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
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|
|
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|
-0- |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
535,865 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
535,865 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
3.3% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
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|
PN |
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1 |
|
NAME OF REPORTING PERSON |
|
|
|
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|
|
|
Trinity Investment Group, LLC |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
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|
(b) ☐ |
|
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3 |
|
SEC USE ONLY |
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|
4 |
|
SOURCE OF FUNDS |
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|
|
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 |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-0- |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
535,865 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
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|
|
|
|
-0- |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
535,865 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
535,865 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
3.3% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Robert Cathey |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
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 |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
6,000 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
535,865 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
6,000 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
535,865 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
541,865 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
3.3% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
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|
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|
|
IN |
|
The
following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No.
10 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item
3 is hereby amended and restated to read as follows:
The
Shares Purchased by the Donerail Fund were purchased with working capital (which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule B, which is incorporated
herein by reference. The aggregate purchase price for the 600,00 Shares reported owned directly by the Donerail Fund herein was approximately
$17,246,325. The aggregate purchase price of the call options, which are currently exercisable, referencing 233,000 Shares, which may
be deemed to be beneficially owned by Donerail, is approximately $2,068,317, including brokerage commissions.
The
Shares purchased by the SCW Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market purchases except as otherwise noted in Schedule B, which is incorporated herein
by reference. The aggregate purchase price for the 535,865 Shares reported owned herein by the SCW Funds is approximately $12,978,696,
excluding brokerage commissions. The Shares purchased by Mr. Cathey were purchased with personal funds in open market purchases. The aggregate
purchase price for the 6,000 Shares reported owned herein by Mr. Cathey is approximately $134,325, excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items
5(a) – (c) are hereby amended and restated to read as follows:
The
aggregate percentage of Shares reported owned by each person named herein is based upon 16,478,974 Shares outstanding, which is the total
number of Shares outstanding as of April 7, 2022, as reported in the Issuer’s preliminary proxy statement filed with the Securities
and Exchange Commission on April 8, 2022.
| (a) | As of the close of business on April 18, 2022, Donerail beneficially owned 833,000 Shares, including 233,000
Shares underlying call options currently exercisable. |
Percentage:
Approximately 5.1%
| (b) | 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 833,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 833,000 |
| (c) | The transactions in the securities of the Issuer by Donerail on behalf of the Donerail Fund since the
filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference. |
| (a) | Mr. Wyatt, as the Managing Partner of Donerail, may be deemed the beneficial owner of the 833,000 Shares
beneficially owned by Donerail, including 233,000 Shares underlying call options currently exercisable. |
Percentage:
Approximately 5.1%
| (b) | 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 833,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 833,000 |
| (c) | Mr. Wyatt has not entered into any transactions in the securities of the Issuer since the filing of Amendment
No. 9 to the Schedule 13D. |
| (a) | HFA, in its capacity as “filing adviser” with supervisory control of Donerail, may be deemed
the beneficial owner of the 833,000 Shares beneficially owned by Donerail, including 233,000 Shares underlying call options currently
exercisable. |
Percentage:
Approximately 5.1%
| (b) | 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 833,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 833,000 |
| (c) | HFA has not entered into any transactions in the securities of the Issuer since the filing of Amendment
No. 9 to the Schedule 13D. |
| (a) | HMC, in its capacity as managing member of the general partner of Donerail, may be deemed the beneficial
owner of the 833,000 Shares beneficially owned by Donerail, including 233,000 Shares underlying call options currently exercisable. |
Percentage:
Approximately 5.1%
| (b) | 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 833,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 833,000 |
| (c) | HMC has not entered into any transactions in the securities of the Issuer since the filing of Amendment
No. 9 to the Schedule 13D. |
| (a) | As of the close of business on April 18, 2022, SCW Capital beneficially owned 366,083 Shares. |
Percentage:
Approximately 2.2%
| (b) | 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 366,083
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 366,083 |
| (c) | The transactions in the securities of the Issuer by SCW Capital since the filing of Amendment No. 9 to
the Schedule 13D are set forth in Schedule B and are incorporated herein by reference. |
H. SCW QP
| (a) | As of the close of business on April 18, 2022, SCW QP beneficially owned 169,782 Shares. |
Percentage:
Approximately 1.0%
| (b) | 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 169,782
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 169,782 |
| (c) | The transactions in the securities of the Issuer by SCW QP since the filing of Amendment No. 9 to the
Schedule 13D are set forth in Schedule B and are incorporated herein by reference. |
I. SCW Management
| (a) | SCW Management, as the investment manager to the SCW Funds, may be deemed the beneficial owner of the
366,083 Shares beneficially owned by SCW Capital and the 169,782 Shares beneficially owned by SCW QP. |
Percentage:
Approximately 3.3%
| (b) | 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 535,865
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 535,865 |
| (c) | SCW Management has not entered into any transactions in the securities of the Issuer since the filing
of Amendment No. 9 to the Schedule 13D. |
J. Trinity
| (a) | Trinity, as the general partner of the SCW Funds and SCW Management, may be deemed the beneficial owner
of the 366,083 Shares beneficially owned by SCW Capital and the 169,782 Shares beneficially owned by SCW QP. |
Percentage:
Approximately 3.3%
| (b) | 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 535,865
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 535,865 |
| (c) | Trinity has not entered into any transactions in the securities of the Issuer since the filing of Amendment
No. 9 to the Schedule 13D. |
K. Mr. Cathey
| (a) | As of the close of business on April 18, 2022, Mr. Cathey beneficially owned 541,865 Shares, including
(i) 6,000 Shares beneficially owned directly, (ii) 366,083 Shares beneficially owned by SCW Capital and (iii) 169,782 Shares beneficially
owned by SCW QP. |
Percentage:
Approximately 3.3%
| (b) | 1. Sole power to vote or direct vote: 6,000
2. Shared power to vote or direct vote: 535,865
3. Sole power to dispose or direct the disposition: 6,000
4. Shared power to dispose or direct the disposition: 535,865 |
| (c) | Mr. Cathey has not entered into any transactions in the securities of the Issuer since the filing of Amendment
No. 9 to the Schedule 13D. |
Each
of the Reporting Persons may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section
13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 1,374,865 shares of Common Stock owned in the aggregate
by all of the Reporting Persons, constituting approximately 8.3% of the outstanding Shares. The filing of this Amendment No. 10 to the
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 securities of the Issuer that he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item
6 is hereby amended to add the following:
Previously, the Donerail Fund sold
short American-style exchange listed put options referencing an aggregate of 600,000 Shares, which had an exercise price of $26.00 and
expired on April 14, 2022. On April 14, 2022, the Donerail Fund purchased American-style exchange listed put options referencing an aggregate
of 591,900 Shares, which had an exercise price of $26.00 and expired on April 14, 2022, to cover its short position. Also on April 14,
2022, the counterparty to the remaining put options referencing 8,100 Shares exercised such options and the Donerail Fund acquired 8,100,
as set forth on Schedule B, which is incorporated herein by reference. Accordingly, the Donerail Fund no longer has any exposure to such
put options.
Previously, the Donerail Fund purchased
American-style exchange listed call options referencing an aggregate of 275,000 Shares, which had an exercise price of $26.00 and expired
on April 14, 2022. These options expired worthless pursuant to their terms and, accordingly, the Donerail Fund no longer has any exposure
to such options.
Previously, the Donerail Fund sold
short American-style exchange listed call options referencing an aggregate of 275,000 Shares, which had an exercise price of $30.00 and
expired on April 14, 2022. These options expired worthless pursuant to their terms and, accordingly, the Donerail Fund no longer has any
exposure to such options.
Previously, the Donerail Fund purchased
American-style exchange listed put options referencing an aggregate of 1,000,000 Shares, which had an exercise price of $12.00 and expired
on April 14, 2022. On April 14, 2022, the Donerail Fund sold certain of these put options referencing 950,000 Shares, as set forth on
Schedule B, which is incorporated herein by reference, and the remaining put options referencing 50,000 shares expired worthless pursuant
to their terms. Accordingly, the Donerail Fund no longer has any exposure to such options.
The Donerail Fund purchased American-style
exchange listed put options referencing an aggregate of 950,000 Shares, which have an exercise price of $10.00 and expire on May 20, 2022.
The Donerail Fund purchased American-style
exchange listed call options referencing an aggregate of 233,000 Shares, which have an exercise price of $25.00 and expire on May 20,
2022.
The Donerail Fund sold short American-style
exchange listed put options referencing an aggregate of 600,000 Shares, which have an exercise price of $26.00 and expire on May 20, 2022.
The
Donerail Fund sold short American-style exchange listed call options referencing an aggregate of 233,000 Shares, which have an exercise
price of $27.00 and expire on May 20, 2022.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: April 18, 2022
|
THE DONERAIL GROUP LP |
|
|
|
By: |
/s/ William Wyatt |
|
|
Name: |
William Wyatt |
|
|
Title: |
Managing Partner |
|
/s/ William Wyatt |
|
WILLIAM WYATT |
|
HARBERT FUND ADVISORS, INC. |
|
|
|
By: |
/s/ John W. McCullough |
|
|
Name: |
John W. McCullough |
|
|
Title: |
Executive Vice President & General Counsel |
|
HARBERT MANAGEMENT CORPORATION |
|
|
|
By: |
/s/ John W. McCullough |
|
|
Name: |
John W. McCullough |
|
|
Title: |
Executive Vice President & General Counsel |
|
SCW CAPITAL, LP |
|
|
|
By: |
Trinity Investment Group, LLC, its general partner |
|
|
|
|
By: |
/s/ Robert Cathey |
|
|
Name: |
Robert Cathey |
|
|
Title: |
Managing Member |
|
SCW CAPITAL QP, LP |
|
|
|
By: |
Trinity Investment Group, LLC, its general partner |
|
|
|
|
By: |
/s/ Robert Cathey |
|
|
Name: |
Robert Cathey |
|
|
Title: |
Managing Member |
|
SCW CAPITAL MANAGEMENT, LP |
|
|
|
By: |
Trinity Investment Group, LLC, its general partner |
|
|
|
|
By: |
/s/ Robert Cathey |
|
|
Name: |
Robert Cathey |
|
|
Title: |
Managing Member |
|
TRINITY INVESTMENT GROUP, LLC |
|
|
|
By: |
/s/ Robert Cathey |
|
|
Name: |
Robert Cathey |
|
|
Title: |
Managing Member |
|
/s/ Robert Cathey |
|
ROBERT CATHEY |
SCHEDULE B
TRANSACTIONS IN SECURITIES OF THE ISSUER
SINCE THE FILING OF AMENDMENT NO. 9 TO THE SCHEDULE 13D
Nature of the Transaction |
Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase / Sale |
THE DONERAIL GROUP LP
(On behalf of the Donerail Fund)
Sale of April 2022 Put Options ($12.00 Strike Price) |
(950,000) |
0.0500 |
04/14/2022 |
Purchase of April 2022 Put Options ($26.00 Strike Price)1 |
591,900 |
7.1000 |
04/14/2022 |
Acquisition of Common Stock2 |
8,100 |
26.0000 |
04/14/2022 |
Purchase of April 2022 Put Options ($26.00 Strike Price) |
8,100 |
7.1000 |
04/14/2022 |
Sale of April 2022 Put Options ($26.00 Strike Price) |
(8,100) |
6.6900 |
04/14/2022 |
Purchase of Common Stock |
6,084 |
19.3900 |
04/14/2022 |
Purchase of May 2022 Put Options ($10.00 Strike Price) |
950,000 |
0.1500 |
04/14/2022 |
Purchase of May 2022 Call Options ($25.00 Strike Price) |
233,000 |
0.7000 |
04/14/2022 |
Short Sale of May 2022 Put Options ($26.00 Strike Price) |
(600,000) |
7.5000 |
04/14/2022 |
Short Sale of May 2022 Call Options ($27.00 Strike Price) |
(233,000) |
0.4000 |
04/14/2022 |
SCW CAPITAL LP
Purchase of Common Stock |
615 |
19.4862 |
04/14/2022 |
Purchase of Common Stock |
6,830 |
19.4053 |
04/14/2022 |
Purchase of Common Stock |
10,314 |
19.2686 |
04/14/2022 |
SCW CAPITAL QP, LP
Purchase of Common Stock |
285 |
19.4862 |
04/14/2022 |
Purchase of Common Stock |
3,170 |
19.4053 |
04/14/2022 |
Purchase of Common Stock |
4,786 |
19.2686 |
04/14/2022 |
1
Represents a purchase to cover a short position
2
Represents an assignment of shares of Common Stock pursuant to the exercise of certain put options