Page 5 of 15 – SEC Filing
In connection with the Reorganization and pursuant
to the Plan, the Reporting Persons received 111,100 shares of Common Stock and $1,157,299 aggregate principal amount of Convertible
Notes in respect of claims with respect to $8,267,000 aggregate principal amount of the Issuer’s 5.25% Convertible Senior Secured
Notes due 2019 (the “2019 Notes“).
| Item 4. | PURPOSE OF TRANSACTION. |
The information contained in Items 3 and 6 of
this Schedule 13D is incorporated herein by reference.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER. |
(a, b) The responses of each Reporting Person
to Items 7 through 11 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Common Stock are
incorporated herein by reference.
As of the date hereof, Highbridge Capital,
as the trading manager of the Funds may be deemed to be the beneficial owner of 509,105 shares of Common Stock, constituting
13.6% shares of Common Stock (assuming there is a total of 3,734,385 shares of Common Stock of the Issuer outstanding (including
grants made under the Issuer’s Management Incentive Plan)) based on the Issuer’s Form 8-A filed with the Securities and
Exchange Commission (the “SEC“) on August 31, 2017.
Highbridge Capital has the sole power to vote
or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 509,105 shares; has the sole
power to dispose or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 509,105
shares.
As of the date hereof, MSF International may
be deemed to be the beneficial owner of 425,850 shares of Common Stock, constituting 11.4% of the Issuer’s shares of Common Stock
(assuming there is a total of 3,734,385 shares of Common Stock of the Issuer outstanding (including grants made under the Issuer’s
Management Incentive Plan)).
MSF International has the sole power to vote
or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 425,850 shares; has the sole
power to dispose or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 425,850
shares.
Because of the relationship between the Reporting
Persons and the other stockholders of the Issuer party to the Stockholders Agreement, the Reporting Persons may be deemed, pursuant
to Rule 13d-3 under the Act, to beneficially own a total of 3,156,383 shares of Common Stock, which represents the aggregate number
of shares of Common Stock beneficially owned by the parties to the Stockholders Agreement. 3,156,383 shares of Common Stock represents
84.5% of the total number of shares of Common Stock (assuming there is a total of 3,734,385 shares of Common Stock of the Issuer
outstanding (including grants made under the Issuer’s Management Incentive Plan)).
(c) Except for the transactions described herein,
there have been no other transactions in the securities of the Issuer effected by the Reporting Persons within the last 60 days.
(d) No person other than the Reporting Persons
and the Funds is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, the shares of Common Stock held by the Funds.
