Page 5 of 8 – SEC Filing
The following constitutes Amendment No. 3 to the Schedule 13D filed
by the undersigned (the “Amendment No. 3”). This Amendment No. 3 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: | ||
| Elliott Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $23,078,082. | |
| Elliott International Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $49,129,008. | |
The Reporting Persons
may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin
credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations,
stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may
be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such
margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5(a) is hereby amended and restated to read as follows:
(a) As
of the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately
8.4% of the shares of Common Stock outstanding.
The aggregate percentage
of Common Stock reported owned by each person named herein is based upon 34,013,911 shares of Common Stock outstanding as of October
31, 2017, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2017 filed with the Securities and Exchange Commission on November 9, 2017.
As of the date hereof,
Elliott beneficially owned 650,036 shares of Common Stock, constituting approximately 1.9% of the shares of Common Stock outstanding..
As of the date hereof,
Elliott International beneficially owned 1,381,327 shares of Common Stock, constituting approximately 4.1% of the shares of Common
Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 1,381,327 shares
of Common Stock beneficially owned by Elliott International, constituting approximately 4.1% of the shares of Common Stock outstanding.
Collectively, Elliott,
Elliott International and EICA beneficially own 2,031,363 shares of Common Stock, constituting approximately 6.0% of the shares
of Common Stock outstanding.
Collectively, Elliott,
Elliott International and EICA have economic exposure comparable to approximately 2.5% of the shares of Common Stock outstanding
pursuant to the Derivative Agreements, as disclosed in Item 6.
