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. 11)1
Turtle Beach Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
900450206
(CUSIP Number)
WILLIAM WYATT
THE DONERAIL GROUP LP
240 26th Street
Suite 3
Santa Monica, CA 90402
ANDREW FREEDMAN ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2250
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 13, 2022
(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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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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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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37,500 |
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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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37,5000 |
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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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870,500* |
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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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5.3% |
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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 |
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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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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 |
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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 |
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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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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 |
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NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-0- |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
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EACH |
|
|
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|
|
REPORTING |
|
|
|
|
535,865 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
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|
|
|
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|
-0- |
|
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|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
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535,865 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
535,865 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
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|
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|
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 |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b)
☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
7 |
|
SOLE VOTING
POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
-0- |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
535,865 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
-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 |
|
|
|
|
|
|
|
|
|
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|
|
|
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 |
|
|
|
|
30,000 |
|
OWNED BY |
|
8 |
|
SHARED VOTING
POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
535,865 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
30,000 |
|
|
|
10 |
|
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
|
|
|
|
|
|
|
535,865 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
565,865 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
3.4% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
The following constitutes Amendment No. 11 to the Schedule 13D
filed by the undersigned (“Amendment No. 11”). This Amendment No.
11 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 600,000 Shares reported owned directly by the Donerail Fund
herein was approximately $16,523,814. 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 $165,498, including brokerage
commissions. The Shares purchased by Mr. Wyatt were purchased with
personal funds in open market purchases. The aggregate purchase
price for the 37,500 Shares reported owned herein by Mr. Wyatt is
approximately $669,666, 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
30,000 Shares reported owned herein by Mr. Cathey is approximately
$526,068, excluding brokerage commissions.
|
Item 4. |
Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On May 13, 2022, the Reporting Persons and certain of their
affiliates (collectively, the “Donerail Parties”) entered into a
Cooperation Agreement (the “Agreement”) with the Issuer related to
the composition of the Issuer’s board of directors (the “Board”)
and certain other matters.
Pursuant to the Agreement, as promptly as practicable after the
execution of the Agreement, the Board will accept the resignation
of one incumbent director, appoint three new directors
(collectively, the “Initial New Directors”) to serve on the Board
and increase the size of the Board from six to eight members in
connection therewith. The three new directors will be selected from
five of the Reporting Persons’ nominees for the Issuer’s 2022
annual meeting of stockholders (the “2022 Annual Meeting”),
consisting of Terry Jimenez, Kimberly Kreuzberger, Katherine L.
Scherping, Brian Stech and Michelle D. Wilson. In addition, the
Issuer agreed to nominate the Initial New Directors for election at
the 2022 Annual Meeting. As promptly as practicable after the
execution of the Agreement, the Board will accept the resignation
of one incumbent director, effective immediately. Pursuant to the
Agreement, the Issuer has further agreed to accept the resignation
of one additional director (other than the Initial New Directors)
promptly after 120 days from the date of the Agreement and,
concurrently with such resignation, appoint either William Wyatt or
Wesley Calvert, both affiliated with Donerail, as a director (the
“Fourth New Director”) to fill the vacancy resulting from such
resignation. If either Mr. Wyatt or Mr. Calvert cannot serve or
will not be able to serve on the Board, then Donerail will propose
additional candidates such that the Board will have at least two
candidates to choose from. Promptly after such appointment of the
Fourth New Director, the newly constituted Board will initiate a
process of identifying and appointing another additional director
(the “Fifth New Director,” and collectively with the Initial New
Directors and the Fourth New Director, the “New Directors”), who
will be mutually agreed upon by the Board and Donerail or otherwise
selected pursuant to the terms of the Agreement, and will increase
the size of the Board from eight to nine members in connection
therewith. During the term of the Agreement the Board will not
increase the size of the Board to greater than nine members without
the unanimous consent of all the members of the Board. Pursuant to
the Agreement, if the Issuer agrees to nominate the Fourth New
Director for election at its 2023 annual meeting of stockholders
(the “2023 Annual Meeting”) and the Fourth New Director agrees to
be nominated, then the Issuer agreed to also include each of the
New Directors and any Replacement Directors (as defined in the
Agreement) in the Issuer’s slate of nominees at the 2023 Annual
Meeting.
The Board has formed a Strategic Review Committee (the “Strategic
Committee”) for the purpose of overseeing an expanded and
wide-ranging process to identify a buyer for the Issuer. Pursuant
to the Agreement, the Strategic Committee will be restructured to
be comprised of four directors: two incumbent directors who served
on the Board as of the execution of the Agreement and two Initial
New Directors. Mr. Wyatt will be permitted to be present as an
observer at meetings of the Strategic Committee and, in such
capacity, will have the right to notice of and materials provided
at the meetings of the Strategic Committee and a reasonable
opportunity to review and comment on any public disclosure
regarding the committee or other strategic matters. As a condition
to such observer rights, Mr. Wyatt is required to enter into a
mutually agreed non-disclosure agreement (the “NDA”). Any breach of
the NDA will be deemed a material breach of the Agreement by the
Donerail Parties and will entitle the Issuer to terminate the
Agreement. The Strategic Committee will cease to exist upon the
conclusion of the ongoing assessment.
The Agreement also provides that Donerail will maintain certain
rights to designate candidates to replace the New Directors
pursuant to the terms of the Agreement should any of the New
Directors cease to serve as a member of the Board during the term
of the Agreement, provided that Donerail will no longer have the
right to designate such replacement candidates if the Donerail
Parties cease to beneficially own, in the aggregate, at least 2.0%
of the outstanding shares of the Issuer’s common stock.
Pursuant to the Agreement, concurrently with the appointment of the
Initial New Directors, the Board will appoint one of the Initial
New Directors to the Nominating and Governance Committee of the
Board.
The Donerail Parties have agreed to withdraw their notice of intent
to nominate director candidates for election at the 2022 Annual
Meeting. The Donerail Parties and the Issuer have each agreed to a
general release of each other and their respective affiliates with
respect to claims arising on or prior to the date of the Agreement.
During the term of the Agreement, the Issuer and the Donerail
Parties have agreed that they will not disparage each other or
initiate any litigation against each other.
At each annual or special meeting of the Issuer’s stockholders
during the term of the Agreement, the Donerail Parties have agreed
to vote the shares of the Issuer’s common stock then held by them
in accordance with the Board’s recommendations on all proposals
other than proposals with respect to extraordinary transactions.
Moreover, other than with respect to certain proposals relating to
Board composition, if Institutional Shareholder Services, Inc.
(“ISS”) or Glass Lewis & Co. (“Glass Lewis”) recommends
differently from the Board, the Donerail Parties may vote in
accordance with the recommendation of either ISS or Glass
Lewis.
The Donerail Parties have also agreed to certain customary
standstill provisions during the term of the Agreement prohibiting
it from, among other things, (i) purchasing or otherwise acquiring
ownership of any securities of the Issuer as a result of which the
Donerail Parties would beneficially own more than 9.9% of the
Issuer’s common stock, subject to certain limited exceptions, (ii)
selling, assigning, transferring or disposing of any shares of
common stock to any third party if it would result in the third
party owning more than 4.9% of the Issuer’s common stock
outstanding at such time or if it would increase the ownership of a
third party owning more than 4.9% of the Issuer’s outstanding
common stock, (iii) taking certain actions to change or influence
the Board, Company management or the direction of certain Company
matters, (iv) soliciting proxies, (v) forming, joining or
participating in any group or agreement with respect to any voting
securities of the Issuer, (vi) advising, influencing or encouraging
any person with respect to the voting of any securities of the
Issuer, (vii) making any request for the Issuer’s stockholder list
materials or other books and records, (viii) making certain
announcements regarding the Issuer’s transactions, (ix) initiating,
making or knowingly participating in any extraordinary
transactions, and (x) exercising certain stockholder rights.
The Agreement will terminate upon five business days’ written
notice by either party, except that the Agreement will not be
terminable until the 30th day prior to the opening of the window
for submitting stockholder nominations for the 2023 Annual Meeting.
However, if the Issuer agrees to nominate the Fourth New Director
for election at the 2023 Annual Meeting and the Fourth New Director
agrees to be nominated, neither party would be permitted to
terminate the Agreement until the 30th day before the nomination
window opens for the Issuer’s 2024 annual meeting of stockholders.
Notwithstanding the foregoing, the Agreement will terminate
immediately upon the entry by the Issuer into any extraordinary
transaction, including a merger, sale or recapitalization of the
Issuer. Each of the Issuer and the Donerail Parties have the right
to terminate the Agreement earlier if the other party commits a
material breach of the Agreement and such breach is impossible to
cure or, if capable of being cured, is not cured within a
reasonable amount of time.
The foregoing description of the Agreement is qualified in its
entirety by reference to the full text of the Agreement, which is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
|
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 16,479,134 Shares outstanding, which is
the total number of Shares outstanding as of April 30, 2022, as
reported in the Issuer’s quarterly report on Form 10-Q filed with
the Securities and Exchange Commission on May 4, 2022.
|
(a) |
As of the close of business on May
17, 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. 10 to the Schedule 13D are set forth in
Schedule B and are incorporated herein by reference. |
|
(a) |
As of the close of business on May
17, 2022, Mr. Wyatt beneficially owned 870,500 Shares, including
(i) 37,500 Shares beneficially owned directly, and (ii) 833,000
Shares beneficially owned by Donerail, including 233,000 Shares
underlying call options currently exercisable. |
Percentage: Approximately 5.3%
|
(b) |
1. Sole power to vote or direct vote: 37,500
2. Shared power to vote or direct vote: 833,000
3. Sole power to dispose or direct the disposition: 37,500
4. Shared power to dispose or direct the disposition: 833,000 |
|
(c) |
The transactions in the securities
of the Issuer by Mr. Wyatt since the filing of the Amendment No. 10
are set forth in Schedule B and are incorporated herein by
reference. |
|
(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. 10 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. 10 to the Schedule 13D. |
|
(a) |
As of the close of business on May
17, 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) |
SCW Capital has not entered into
any transactions in the securities of the Issuer since the filing
of Amendment No. 10 to the Schedule 13D. |
|
(a) |
As of the close of business on May
17, 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) |
SCW QP has not entered into any
transactions in the securities of the Issuer since the filing of
Amendment No. 10 to the Schedule 13D. |
|
(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. 10 to the Schedule 13D. |
|
(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. 10 to the Schedule 13D. |
|
(a) |
As of the close of business on May
17, 2022, Mr. Cathey beneficially owned 565,865 Shares, including
(i) 30,000 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 3.4%
|
(b) |
1. Sole power to vote or direct vote: 30,000
2. Shared power to vote or direct vote: 535,865
3. Sole power to dispose or direct the disposition: 30,000
4. Shared power to dispose or direct the disposition: 535,865 |
|
(c) |
The transactions in the securities
of the Issuer by Mr. Cathey since the filing of the Amendment No.
10 are set forth in Schedule B and are incorporated herein by
reference. |
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 1,436,365 shares of Common Stock owned in
the aggregate by all of the Reporting Persons, constituting
approximately 8.7% of the outstanding Shares. The filing of this
Amendment No. 11 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:
On May 13, 2022, the Donerail Parties and the Issuer entered into
the Agreement as defined and described in Item 4 above and attached
as Exhibit 99.1 hereto.
Upon entry into the Agreement, the Joint Filing and Solicitation
Agreement, dated March 21, 2022, terminated pursuant to its terms.
Accordingly, On May 17, 2022, the Reporting Persons entered into a
Joint Filing Agreement in which the Reporting Persons 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 99.2 and is incorporated herein by reference
|
Item 7. |
Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
|
99.1 |
Agreement, dated May 13, 2022. |
|
99.2 |
Joint Filing Agreement, dated May
17, 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: May 17, 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. 10 TO THE SCHEDULE 13D
Nature of the Transaction |
Securities
Purchased/(Sold)
|
Price ($) |
Date of
Purchase / Sale
|
WILLIAM WYATT
Purchase of Common Stock |
12,500 |
17.9700 |
04/22/2022 |
Purchase of Common Stock |
12,500 |
18.3800 |
04/25/2022 |
Purchase of Common Stock |
12,500 |
17.2200 |
04/26/2022 |
ROBERT CATHEY
Purchase of Common Stock |
8,000 |
19.0000 |
04/20/2022 |
Purchase of Common Stock |
8,000 |
15.3500 |
04/28/2022 |
Purchase of Common Stock |
8,000 |
14.6179 |
05/05/2022 |
SC 13D/A 2 ex991to13da1112526005_051722.pdf COOPERATION AGREEMENT,
DATED MAY 13, 2022 begin 644 ex991to13da1112526005_051722.pdf
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