Page 8 of 13 – SEC Filing
The following constitutes Amendment No.
9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 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 each of AVI Yankee
and AVI LP and held in the AVI Managed Account 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 3,003,560
Shares owned directly by AVI Yankee is approximately $15,695,482, excluding brokerage commissions. The aggregate purchase price
of the 39,102 Shares owned directly by AVI LP is approximately $246,377, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On September 4, 2017, AVI Yankee, AVI LP,
AVI Management, AVI Partners, James A. Dunn Jr. and Darren C. Wallis entered into a Tender
and Support Agreement (the “Support Agreement”) with RhythmOne, plc (“RhythmOne”), Redwood Merger Sub I,
Inc. (“Purchaser”), Redwood Merger Sub II, Inc. (“Merger Sub II”) and certain other parties thereto in
connection with a proposed exchange offer (the “Offer”) by Purchaser to acquire all of the outstanding Shares of the
Issuer pursuant to the terms of an Agreement and Plan of Merger and Reorganization by and among RhythmOne, Purchaser, Merger Sub
II and the Issuer, dated as of September 4, 2017 (the “Merger Agreement”). Under the Support Agreement, the Reporting
Persons (subject to certain exceptions) agreed to not sell or dispose of their Shares except to participate in the Offer and to
tender their Shares within ten business days of the commencement of the Offer, and that, for a period of six months after the “Effective
Time” (as defined in the Merger Agreement), they will not sell any shares of RhythmOne received pursuant to the Offer or
engage in any short selling of such shares. The Reporting Persons also agreed pursuant to the Support Agreement to, during the
term of the Support Agreement, vote all Shares they are entitled to vote that have not been purchased in the Offer (i) against
any action, proposal, transaction or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation
or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained
in this Agreement or (B) result in any of the conditions set forth in Annex A of the Merger Agreement not being satisfied on or
before the Outside Date (as defined in the Merger Agreement); (ii) against any agreement or arrangement related to or in furtherance
of any takeover proposal; (iii) against any other action, agreement or transaction the consummation of which would reasonably be
expected to materially impede, materially interfere with, or materially delay consummation of the Transactions (as defined in the
Merger Agreement) by the Issuer (including the Offer or the Merger), including (x) any extraordinary corporate transaction, such
as a merger, acquisition, sale, consolidation or other business combination involving the Issuer (other than the Merger); (y) a
sale, lease, license or transfer of a material amount of assets of the Issuer or any reorganization, recapitalization, extraordinary
dividend or liquidation of the Issuer; or (z) any change in the present capitalization of the Issuer or any amendment or other
change to the Issuer’s certificate of incorporation or bylaws, in the case of each of clauses (x), (y) and (z), solely to
the extent the Issuer is prohibited from taking such action pursuant to the Merger Agreement); and (iv) in favor of (A) the adoption
and approval of the Merger Agreement and the transactions contemplated thereunder, (B) any proposal to adjourn or postpone the
meeting to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement and the transactions
contemplated thereby on the date on which such meeting is held, and (C) any other matter necessary for consummation of the Transactions,
which is considered at any such meeting of stockholders. The Support Agreement terminates upon the first to occur of (a) the Effective
Time, (b) the date the Offer is terminated or the Expiration Date has occurred or the Merger Agreement is terminated pursuant to
its terms or (c) the mutual written consent of RhythmOne and the Reporting Persons.
