Page 12 of 15 – SEC Filing
market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision. The Reporting Persons may engage in communications with one or more
officers, members of the Issuers Board of Directors, representatives, shareholders of the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the items in
subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b) Items 7 through 11 and 13 of each of the cover
pages of this Schedule 13D are incorporated herein by reference.
Set forth below is the aggregate number of securities of the Issuer directly held, as of
the date hereof, by each of the following FPA investment advisory clients.
| Holder | Total Number of Shares | |
| FPA Crescent Fund | 252,912 shares of Common Stock, 430,887 Series A Warrants, 341,900 Series B | |
| Warrants and 9,950 shares of Mandatorily Convertible Preferred Stock | ||
| Managed Accounts | 18,130 shares of Common Stock, 30,892 Series A Warrants, 24,508 Series B | |
| Warrants and 998 shares of Mandatorily Convertible Preferred Stock | ||
| FPA Value Partners | 9,273 shares of Common Stock, 15,798 Series A Warrants, 12,535 Series B | |
| Warrants and 185 shares of Mandatorily Convertible Preferred Stock | ||
As the investment adviser of FPA Crescent Fund, the Managed Accounts and FPA Value Partners (collectively, the FPA
Clients), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and therefore may be deemed to beneficially own such securities.
(c) The disclosure in Items 3 and 4 is incorporated herein by reference. Except as disclosed herein, there have been no transactions in securities of the
Issuer during the 60 days prior to the date hereof by any of the Reporting Persons.
(d) The disclosure regarding the relationship between the Reporting
Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. The investors in each of the FPA Clients for which FPA acts as Manager and/or investment adviser have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the securities of the Issuer held for the accounts of their respective funds in accordance with their respective investment percentages in their respective funds.
(e) Not applicable.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
The
disclosure in Items 3 and 4 is incorporated herein by reference.
The Series A Warrant Agreement, dated as of February 9, 2018, between the Issuer,
Computershare, Inc. and Computershare Trust Company, N.A. is incorporated by reference as Exhibit 99.2 hereto and is incorporated by reference herein.
The Series B Warrant Agreement, dated as of February 9, 2018, between the Issuer, Computershare, Inc. and Computershare Trust Company, N.A. is
incorporated by reference as Exhibit 99.3 hereto and is incorporated by reference herein.
