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decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety as follows:
KCA acts, including through its subsidiaries including KCFA, as an investment advisor for a number of Client Accounts, including Powell, which Client Accounts purchased the securities reported herein as beneficially owned for a total purchase price of approximately $17,550,753. The source of funds for such transactions was cash available in the Client Accounts.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety to read as follows:
(a)-(b) As an investment advisor or the parent of an investment advisor, to a number of Client Accounts, as of May 22, 2017, KCA may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) 2,853,781 shares of Common Stock (the Total Reported Shares), which represents approximately 9.4% of the Common Stock outstanding, based on 30,303,900 shares of Common Stock outstanding as of May 10, 2017, as reported in the Issuers Form 10-Q, filed with the Securities and Exchange Commission on May 15, 2017.
As of May 22, 2017, Powell has directly acquired, and may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) 2,513,651 shares of Common Stock (which, for the avoidance of doubt, are included in the Total Reported Shares), which represents approximately 8.3% of the Common Stock outstanding. In addition, as an investment advisor to Powell, KCFA, a direct wholly-owned subsidiary of KCA, may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) a total of 2,513,651 shares of Common Stock (which, for the avoidance of doubt, are included in the Total Reported Shares), which represents approximately 8.3% of the Common Stock outstanding.
Each of Kohlberg Kravis Roberts & Co. (as the holder of all of the outstanding equity interests in KCA), KKR Management Holdings (as a general partner of one of the Client Accounts and the general partner of Kohlberg Kravis Roberts & Co.), KKR Management Holdings Corp. (as the general partner of KKR Management Holdings), Fund II Limited (as the general partner of Powell), Fund II LP (as the general partner of Fund II Limited), KKR Associates II (as the general partner of Fund II LP), Offshore II Limited (as the general partner of KKR Associates II), KKR Fund Holdings (as an indirect general partner of certain of the Client Accounts, including Powell), KKR Fund Holdings GP (as a general partner of KKR Fund Holdings), KKR Group Holdings (as the holder of all of the outstanding equity interests in KKR Fund Holdings GP, a general partner of KKR Fund Holdings, and the sole shareholder of KKR Management Holdings Corp.), KKR Group (as the general partner of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR Group), KKR Management (as the general partner of KKR & Co.) and Messrs. Kravis and Roberts (as the designated members of KKR Management) may also be deemed to beneficially own some or all of the shares of Common Stock owned by the Client Accounts and reported herein. None of Messrs. Fisher, Janetschek, Sorkin, Zilkha, Burke, Builione, Brandman, or Van Horn or Mses. Macarchuk or ODonnell-Butner beneficially owns any shares of Common Stock. The filing of this Schedule 13D shall not be construed as an admission that any person listed in Item 2 or this Item 5 is the beneficial owner of any securities covered by this statement.
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