Page 8 of 12 – SEC Filing
| ITEM 5. | Interest in Securities of the Issuer. |
(a) As of the date hereof, Elliott, Elliott International and EICA collectively may be deemed to beneficially own 27,941,160 shares of Common Stock, including 14,142,654 shares of Common Stock issuable upon the conversion of the Issuer’s Series A Convertible Preferred Stock constituting a combined economic exposure in the Issuer of approximately 25.4% of the shares of Common Stock outstanding calculated based on a the conversion or exercise of the Issuers outstanding Series A Convertible Preferred Stock.
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 110,060,734 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of April 7, 2016, as reported in the Issuer’s Form S-1 filed with the Securities and Exchange Commission on April 11, 2017, assuming conversion of all the Reporting Person’s Preferred Stock and exercise of all the Reporting Person’s warrants.
As of the date hereof, Elliott itself and through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott (“Liverpool”), may be deemed to own 8,941,126 shares of Common Stock, including 4,525,629 shares of Common Stock issuable upon the conversion of the Series A Convertible Preferred Stock and including 94 warrants to purchase Common Stock, constituting 8.1% of the shares of Common Stock outstanding.
As of the date hereof, Elliott International through Luxembourg Investment Company 162 S.a.R.L., a Luxembourg limited company (“Luxembourg”) and a wholly-owned subsidiary of Elliott International, may be deemed to own 19,000,034 shares of Common Stock, including 9,617,024 shares of Common Stock issuable upon the conversion of the Series A Convertible Preferred Stock and including 201 warrants to purchase Common Stock, constituting 17.3% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 19,000,034 shares of Common Stock deemed to be beneficially owned by Luxembourg, constituting approximately 17.3% of the shares of Common Stock outstanding , including the 201 warrants to purchase Common Stock.
Each of Elliott, Elliott International and EICA may be deemed to beneficially own 27,941,160 shares of Common Stock, including 14,142,654 shares underlying the Issuer’s Series A Convertible Preferred Stock convertible as of the date hereof, constituting approximately 25.4% of the shares of Common Stock outstanding. Additionally, Elliott, Elliott International and EICA may be deemed to beneficially hold 295 warrants for the exercise of Common Stock.
(b) Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by it.
Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned by Luxembourg, Elliott International and EICA. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.
(c) The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto.
(d) No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott.
No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Luxembourg, Elliott International and EICA.
(e) Not applicable.
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