Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 4:13PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G/A
(Rule 13d-102)
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Sequans
Communications S.A.
(Name of Issuer)
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Ordinary shares, nominal value 0.02
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(Title of Class of Securities)
817323108
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐
Rule 13d-1(d)
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CUSIP No. 817323108
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Nokomis Capital, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
7,667,292
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
7,667,292
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,667,292
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
9.9% **
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12
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TYPE OF REPORTING PERSON*
IA, OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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2
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CUSIP No. 817323108
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Brett Hendrickson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
7,667,292
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
7,667,292
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,667,292
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
9.9% **
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12
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TYPE OF REPORTING PERSON*
HC, IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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3
SCHEDULE 13G/A
This Amendment No. 3 (this Amendment) to the Schedule 13G (the Schedule 13G) is being filed on behalf of Nokomis
Capital, L.L.C., a Texas limited liability company (Nokomis Capital), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Ordinary shares, nominal value 0.02 (the Ordinary Shares), of Sequans
Communications S.A., a société anonyme incorporated in France (the Issuer).
This Amendment relates to Ordinary
Shares of the Issuer purchased by Nokomis Capital through the accounts of certain private funds and managed accounts (collectively, the Nokomis Accounts). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may
direct the vote and dispose of the 7,667,292 Ordinary Shares held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 7,667,292 Ordinary Shares held by the Nokomis Accounts.
This Amendment amends and restates the Schedule 13G as set forth below.
Item 1(a)
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Name of Issuer.
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Sequans Communications S.A.
Item 1(b)
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Address of Issuers Principal Executive Offices.
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15-55 boulevard Charles de
Gaulle
92700 Colombes, France
Item 2(a)
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Name of Person Filing.
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Nokomis Capital, L.L.C. (Nokomis Capital) and
Mr. Brett Hendrickson.
Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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2305 Cedar Springs Rd.,
Suite 420
Dallas, TX 75201
Item 2(c)
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Citizenship or Place of Organization.
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Nokomis Capital is a limited liability company
organized under the laws of the State of Texas. Mr. Hendrickson is the principal of Nokomis Capital and is a United States citizen.
4
Item 2(d)
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Title of Class of Securities.
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Ordinary shares, nominal value 0.02 (the
Ordinary Shares).
817323108
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether
the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☒
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☒
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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5
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(a)
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Nokomis Capital and Mr. Hendrickson are the beneficial owners of 7,667,292 Ordinary Shares. This consists of (i) 5,429,292 Ordinary Shares and (ii) approximately 2,238,000 Ordinary Shares receivable upon
conversion of presently convertible notes. The Reporting Persons are prohibited from converting the presently convertible notes held by them to obtain ownership in excess of 9.99% of the outstanding Ordinary Shares of the Issuer.
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(b)
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Nokomis Capital and Mr. Hendrickson are the beneficial owners of 9.9% of the outstanding Ordinary Shares. This percentage is determined by dividing 7,667,292 by the sum of (i) 74,483,390, the number of
Ordinary Shares issued and outstanding as of September 15, 2016, as reported in the Issuers 424B2 Prospectus filed on September 15, 2016 and (ii) the approximately 2,238,000 Ordinary Shares receivable upon the conversion of
presently convertible notes held by the Nokomis Accounts.
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(c)
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Nokomis Capital, as the investment adviser to the Nokomis Accounts, may direct the vote and dispose of the 7,667,292 Ordinary Shares held by the Nokomis Accounts. As the principal of Nokomis Capital,
Mr. Hendrickson may direct the vote and disposition of the 7,667,292 Ordinary Shares held by the Nokomis Accounts.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Inapplicable.
Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Inapplicable.
Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
Item 9
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Notice of Dissolution of Group.
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Inapplicable.
6
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 2017
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NOKOMIS CAPITAL, L.L.C.
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By:
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/s/ Brett Hendrickson
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Brett Hendrickson
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Manager
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/s/ Brett Hendrickson
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Brett Hendrickson
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8
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