Page 8 of 10 – SEC Filing
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2012, as previously amended by Amendment No. 1 to Schedule 13D, filed with the SEC on March 30, 2015, and by Amendment No. 2 to Schedule 13D, filed with the SEC on August 7, 2015 (collectively, the “Schedule 13D”), by the Reporting Persons with respect to the shares of Common Stock, par value $0.001 (the “Common Stock”) issued by Voltari Corporation (formerly Motricity, Inc.) (the “Issuer”), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended to add the following:
The aggregate purchase price of the Series J Preferred Stock purchased by the Reporting Persons was $34,730.91. The source of funding for the purchase of the Series J Preferred Stock was the general working capital of the respective purchasers.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following:
This Amendment No. 3 is being filed to, among other things, update the beneficial ownership information set forth in the Schedule 13D based on the total number of outstanding shares of Common Stock reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017 (the “Form 10-Q”). The percentage of shares of Common Stock beneficially owned by the Reporting Persons changed from 52.3% to 52.7% since the filing of Amendment No. 2 to the Schedule 13D on August 7, 2015, solely due to a decrease in the total amount of Common Stock outstanding. The number of aggregate shares of Common Stock beneficially owned by the Reporting Persons has not changed.
On March 29, 2017, Koala and the Issuer amended and restated the Note (the “Amended Note”). Pursuant to the Amended Note, Koala made available to the Company a revolving loan facility of up to $30 million in aggregate principal amount (the “Commitment”). The Company may, by written notice to Koala, request that the Commitment be increased (the “Increased Commitment”), provided that the aggregate amount of all borrowings, plus availability under the aggregate Increased Commitment, shall not exceed $80 million. Koala has no obligation to provide any Increased Commitment and may refuse to do so in its sole discretion. The foregoing description of the Amended Note is qualified in its entirety by reference to the Amended Note, a copy of which is included as Exhibit 1 hereto and is incorporated by reference herein.
On October 11, 2017, warrants held by the Reporting Persons to purchase an aggregate of 969,603 shares of Common Stock expired, pursuant to their terms, without being exercised.
On December 18, 2017, the Reporting Persons acquired, through private purchases with third parties, an aggregate of 1,257 shares of Series J Preferred Stock at a purchase price of $27.63 per share, for an aggregate purchase price of $34,730.91 (the “Stock Purchase”).
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) The Reporting Persons are deemed to beneficially own, in the aggregate, 4,739,620 shares of Common Stock, representing approximately 52.7% of the Issuer’s outstanding Common Stock (based upon 8,994,814 shares of Common Stock stated to be outstanding as of November 6, 2017 by the Issuer in the Form 10-Q). Following the Stock Purchase, the Reporting Persons also hold 1,147,388 shares of Series J Preferred Stock, representing approximately 98.0% of the Issuer’s outstanding Series J Preferred Stock (based upon 1,170,327 shares of Series J Preferred Stock stated to be outstanding as of September 30, 2017 by the Issuer in the Form 10-Q).
(b) High River has sole voting power and sole dispositive power with regard to 698,848 shares of Common Stock and 170,252 shares of Series J Preferred Stock. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such securities. Koala has sole voting power and sole dispositive power with regard to 4,040,772 shares of Common Stock and 977,136 shares of Series J Preferred Stock. Each of Koala GP, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such securities.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Act”)) the securities which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationships to Koala (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which Koala directly beneficially owns. Each of Koala GP, Barberry and Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.
(c) Except as set forth in item 4 above, the Reporting Person have not effected any transactions with respect to Shares during the past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended to add the following:
The disclosure set forth above in Item 4 is incorporated herein by reference.
Follow Voltari Corp (NASDAQ:VLTC)
Follow Voltari Corp (NASDAQ:VLTC)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
