(Amendment No. )1
SEBASTIAN ALSHEIMER, 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 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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HESTIA
CAPITAL PARTNERS, LP |
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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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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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3,450,000 |
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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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3,450,000 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,450,000 |
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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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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.0%
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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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HELIOS
I, 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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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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8,067,000 |
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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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SHARED DISPOSITIVE POWER |
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8,067,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,067,000 |
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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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4.6%
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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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HESTIA CAPITAL PARTNERS GP, LLC
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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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AF,
OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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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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11,517,000 |
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PERSON WITH |
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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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11,517,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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11,517,000 |
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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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6.6%
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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HESTIA CAPITAL MANAGEMENT, LLC
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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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AF,
OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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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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12,000,000 |
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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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SHARED DISPOSITIVE POWER |
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12,000,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12,000,000 |
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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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6.9%
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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Kurtis J. Wolf
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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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AF,
OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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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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12,000,000 |
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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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SHARED DISPOSITIVE POWER |
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12,000,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12,000,000 |
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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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6.9%
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes the
Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to the
common stock, $1.00 par value per share (the “Shares”), of Pitney Bowes Inc. (the “Issuer”). The address of the
principal executive offices of the Issuer is 3001 Summer Street, Stamford, Connecticut, 06926.
| Item 2. | Identity and Background. |
(a) This
statement is filed by:
| (i) | Hestia Capital Partners, LP, a Delaware limited partnership (“Hestia Capital”); |
| (ii) | Helios I, LP, a Delaware limited partnership (“Helios”); |
| (iii) | Hestia Capital Partners GP, LLC, a Delaware limited liability company (“Hestia Partners GP”),
which serves as the general partner of each of Hestia Capital and Helios; |
| (vi) | Hestia Capital Management, LLC, a Delaware limited liability company (“Hestia LLC”), which
serves as the investment manager of each of Hestia Capital, Helios and certain separately managed accounts (the “SMAs”); and |
| (v) | Kurtis J. Wolf, as the managing member of each of Hestia Partners GP and Hestia LLC. |
Each of the foregoing is referred
to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party
to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule
13D.
(b) The
address of the principal office of each of the Reporting Persons is 175 Brickyard Road, Suite 200, Adams Township, Pennsylvania 16046.
(c) The
principal business of each of Hestia Capital and Helios is investing in securities and engaging in all related activities and transactions.
The principal business of Hestia Partners GP is serving as the general partner of each of Hestia Capital and Helios. The principal business
of Hestia LLC is serving as the investment manager of each of Hestia Capital, Helios and the SMAs. Mr. Wolf serves as the managing member
of each of Hestia Partners GP and Hestia LLC.
(d) No
Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr.
Wolf is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares beneficially owned
by each of Hestia Capital, Helios and held in the SMAs 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. The aggregate purchase price of the 3,450,000
Shares beneficially owned by Hestia Capital is approximately $15,589,347, including brokerage commission. The aggregate purchase price
of the 8,067,000 Shares beneficially owned by Helios is approximately $25,476,387, including brokerage commission. The aggregate purchase
price of the 483,000 Shares held in the SMAs is approximately $2,017,220, including brokerage commission.
Item 4. Purpose of Transaction.
The Reporting Persons purchased
the Shares based on their belief that the Shares, when purchased, constituted an attractive investment opportunity. Depending upon overall
market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would
make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer
through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms
and at such times as the Reporting Persons may deem advisable. The Reporting Persons believe the Shares are currently undervalued and
have privately engaged and continue to engage in discussions with the Issuer’s management and its board of directors (the “Board”)
about, among other things, enhancing the Issuer’s capital allocation, improving operational performance, and making changes to
the Board’s composition. The Reporting Persons believe that there is an opportunity to significantly improve the Issuer’s
share value by taking such, and potentially other, actions.
The Reporting Persons do not
have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4
of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions
discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position, results and strategic
direction, actions taken by the Issuer’s management and the Board, other investment opportunities available to the Reporting Persons,
the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
engaging in communications and information exchanges with the Issuer’s management and Board, engaging in discussions with shareholders
of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, making recommendations concerning changes
to the Issuer’s operations, governance or capitalization, potential business combinations or dispositions involving the Issuer or
certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, acquiring additional
Shares, disposing of some or all of Shares, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of
Shares reported owned by each person named herein is based upon 174,004,015 shares outstanding as of October 25, 2022 as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2022.
| (a) | As of the close of business on November 18, 2022, Hestia Capital beneficially owned 3,450,000 Shares. |
Percentage: 2.0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,450,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,450,000 |
| (c) | The transactions in the Shares by Hestia Capital during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. |
| (a) | As of the close of business on November 18, 2022, Helios beneficially owned 8,067,000 Shares. |
Percentage: Approximately 4.6%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,067,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,067,000 |
| (c) | The transactions in the Shares by Helios during the past sixty days are set forth in Schedule A and are
incorporated herein by reference. |
| (a) | As the general partner of each of Hestia Capital and Helios, Hestia Partners GP may be deemed the beneficial
owner of the (i) 3,450,000 Shares beneficially owned by Hestia Capital and the (ii) 8,067,000 Shares beneficially owned by Helios. |
Percentage: Approximately 6.6%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 11,517,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 11,517,000 |
| (c) | Hestia Partners GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Hestia Capital and Helios during the past sixty days are set forth in Schedule A and are
incorporated herein by reference. |
| (a) | As of the close of business on November 18, 2022, 483,000 Shares were held in SMAs. As the investment
manager of each of Hestia Capital and Helios, Hestia LLC may be deemed the beneficial owner of the (i) 3,450,000 Shares beneficially owned
by Hestia Capital and (ii) 8,067,000 Shares beneficially owned by Helios. |
Percentage: Approximately 6.9%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 12,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 12,000,000 |
| (c) | Hestia LLC has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Hestia Capital, Helios and through the SMAs during the past sixty days are set forth in Schedule A
and are incorporated herein by reference. |
| (a) | As the managing member of each of Hestia Partners GP and Hestia LLC, Mr. Wolf may be deemed the beneficial
owner of the (i) 3,450,000 Shares beneficially owned by Hestia Capital, (ii) 8,067,000 Shares beneficially owned by Helios and (iii) 275,500
Shares held in SMAs. |
Percentage: Approximately 6.9%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 12,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 12,000,000 |
| (c) | Mr. Wolf has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Hestia Capital, Helios and through the SMAs during the past sixty days are set forth in Schedule A
and are incorporated herein by reference. |
The filing of this 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.
| (d) | To the knowledge of any of the Reporting Persons, no person other than the Reporting Persons is known
to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On November 21, 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 99.1 and is incorporated herein by reference.
Other than as described herein,
there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement, dated November 21, 2022. |
SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: November 21, 2022
|
Hestia Capital Partners, LP |
|
|
|
By: |
Hestia Capital Management, LLC, its Investment Manager |
|
|
|
By: |
/s/ Kurtis J. Wolf |
|
|
Name: |
Kurtis J. Wolf |
|
|
Title: |
Managing Member |
|
|
|
|
|
Helios I, LP |
|
|
|
By: |
Hestia Capital Management, LLC, its Investment Manager |
|
|
|
By: |
/s/ Kurtis J. Wolf |
|
|
Name: |
Kurtis J. Wolf |
|
|
Title: |
Managing Member |
|
|
|
|
|
Hestia Capital Partners GP, LLC |
|
|
|
|
|
|
By: |
/s/ Kurtis J. Wolf |
|
|
Name: |
Kurtis J. Wolf |
|
|
Title: |
Managing Member |
|
|
|
|
|
Hestia Capital Management, LLC |
|
|
|
|
|
|
By: |
/s/ Kurtis J. Wolf |
|
|
Name: |
Kurtis J. Wolf |
|
|
Title: |
Managing Member |
|
|
|
|
|
/s/ Kurtis J. Wolf |
|
Kurtis J. Wolf |
SCHEDULE A
Transactions
in the Shares During the Past Sixty Days
Nature of the Transaction |
Amount of Securities
Purchased |
Price ($) |
Date of
Purchase |
Hestia
Capital partners, lp
Purchase of Common Stock |
100,000 |
2.4528 |
09/22/2022 |
Purchase of Common Stock |
100,000 |
2.3504 |
09/29/2022 |
Hestia
Capital Management, LLC
(through the Separately Managed Accounts)
Purchase of Common Stock |
14,000 |
2.4601 |
09/22/2022 |
Purchase of Common Stock |
14,000 |
2.3475 |
09/29/2022 |
HELIOS
I, LP
Purchase of Common Stock |
200,000 |
2.3834 |
10/03/2022 |
Purchase of Common Stock |
40,000 |
2.5625 |
10/04/2022 |
Purchase of Common Stock |
67,314 |
2.5881 |
10/05/2022 |
Purchase of Common Stock |
138,887 |
2.6178 |
10/06/2022 |
Purchase of Common Stock |
268,770 |
2.6276 |
10/07/2022 |
Purchase of Common Stock |
10,000 |
2.6446 |
10/10/2022 |
Purchase of Common Stock |
124,841 |
2.7100 |
10/11/2022 |
Purchase of Common Stock |
143,115 |
2.7795 |
10/12/2022 |
Purchase of Common Stock |
138,756 |
2.7298 |
10/13/2022 |
Purchase of Common Stock |
142,245 |
2.7919 |
10/14/2022 |
Purchase of Common Stock |
143,560 |
2.8948 |
10/17/2022 |
Purchase of Common Stock |
207,558 |
3.0019 |
10/18/2022 |
Purchase of Common Stock |
65,861 |
2.9440 |
10/19/2022 |
Purchase of Common Stock |
343,235 |
2.9524 |
10/20/2022 |
Purchase of Common Stock |
7,731 |
2.8556 |
10/21/2022 |
Purchase of Common Stock |
299,666 |
2.9219 |
10/24/2022 |
Purchase of Common Stock |
47,395 |
2.9314 |
10/25/2022 |
Purchase of Common Stock |
565,155 |
2.9154 |
10/26/2022 |
Purchase of Common Stock |
4,000 |
2.9143 |
10/27/2022 |
Purchase of Common Stock |
800 |
3.0140 |
10/28/2022 |
Purchase of Common Stock |
800,000 |
3.0956 |
10/31/2022 |
Purchase of Common Stock |
4,111 |
3.2287 |
11/01/2022 |
Purchase of Common Stock |
75,000 |
3.1877 |
11/02/2022 |
Purchase of Common Stock |
52,000 |
3.0209 |
11/03/2022 |
Purchase of Common Stock |
100,000 |
3.0943 |
11/04/2022 |
Purchase of Common Stock |
127,000 |
3.1891 |
11/07/2022 |
Purchase of Common Stock |
405,000 |
3.2043 |
11/08/2022 |
Purchase of Common Stock |
145,000 |
3.0860 |
11/09/2022 |
Purchase of Common Stock |
100,000 |
3.3500 |
11/11/2022 |
Purchase of Common Stock |
430,000 |
3.3602 |
11/14/2022 |
Purchase of Common Stock |
378,443 |
3.4897 |
11/15/2022 |
Purchase of Common Stock |
750,000 |
3.3407 |
11/16/2022 |
Purchase of Common Stock |
750,000 |
3.5143 |
11/17/2022 |
Purchase of Common Stock |
991,557 |
3.5652 |
11/18/2022 |