You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Richmond Brothers, Inc | 5,183,152 | 5,245,489 | 5,183,152 | 5,245,489 | 5,183,152 | 10.1% |
RBI Private Investment I | 164,841 | 5,251,624 | 164,841 | 5,251,624 | 164,841 | Less than 1% |
RBI PI Manager | 164,841 | 0 | 164,841 | 0 | 164,841 | Less than 1% |
Richmond Brothers 401(k) Profit Sharing Plan | 34,087 | 0 | 34,087 | 0 | 34,087 | Less than 1% |
David S. Richmond | 341,253 | 341,253 | 5,586,742 | 10.8% | ||
Matthew J. Curfman | 40,684 | 40,684 | 5,292,308 | 10.3% | ||
Norman J. Ravich Irrevocable Trust | 44,400 | 44,400 | 44,400 | Less than 1% | ||
Norman and Sally Ravich Family Trust | 18,500 | 18,500 | 18,500 | Less than 1% | ||
Alexander Coleman Ravich 1991 Irrevocable Trust | 25,000 | 25,000 | 25,000 | Less than 1% | ||
Alyssa Danielle Ravich 1991 Irrevocable Trust | 25,000 | 25,000 | 25,000 | Less than 1% | ||
Mark H. Ravich | 467,650 | 467,650 | 467,650 | Less than 1% |
Page 1 of 17 – SEC Filing
(Name, Address and Telephone Number of Person
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Page 2 of 17 – SEC Filing
1 | NAME OF REPORTING PERSON Richmond Brothers, Inc. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION MICHIGAN | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 5,183,152 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 5,183,152 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,183,152 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% | ||
14 | TYPE OF REPORTING PERSON IA, CO |
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Page 3 of 17 – SEC Filing
1 | NAME OF REPORTING PERSON RBI Private Investment I, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 164,841 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 164,841 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,841 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 4 of 17 – SEC Filing
1 | NAME OF REPORTING PERSON RBI PI Manager, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 164,841 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 164,841 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,841 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 5 of 17 – SEC Filing
1 | NAME OF REPORTING PERSON Richmond Brothers 401(k) Profit Sharing Plan | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION MICHIGAN | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 34,087 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 34,087 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,087 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON EP |
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Page 6 of 17 – SEC Filing
1 | NAME OF REPORTING PERSON David S. Richmond | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO, PF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 341,253 | |
8 | SHARED VOTING POWER 5,245,489 | ||
9 | SOLE DISPOSITIVE POWER 341,253 | ||
10 | SHARED DISPOSITIVE POWER 5,245,489 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,586,742 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 7 of 17 – SEC Filing
1 | NAME OF REPORTING PERSON Matthew J. Curfman | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO, PF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 40,684 | |
8 | SHARED VOTING POWER 5,251,624 | ||
9 | SOLE DISPOSITIVE POWER 40,684 | ||
10 | SHARED DISPOSITIVE POWER 5,251,624 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,292,308 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 8 of 17 – SEC Filing
1 | NAME OF REPORTING PERSON Norman J. Ravich Irrevocable Trust | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION MINNESOTA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 44,400 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 44,400 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,400 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 9 of 17 – SEC Filing
1 | NAME OF REPORTING PERSON Norman and Sally Ravich Family Trust | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION MINNESOTA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 18,500* | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 18,500* | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 10 of 17 – SEC Filing
1 | NAME OF REPORTING PERSON Alexander Coleman Ravich 1991 Irrevocable Trust | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION MINNESOTA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 25,000 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 25,000 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 11 of 17 – SEC Filing
1 | NAME OF REPORTING PERSON Alyssa Danielle Ravich 1991 Irrevocable Trust | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION MINNESOTA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 25,000 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 25,000 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 12 of 17 – SEC Filing
1 | NAME OF REPORTING PERSON Mark H. Ravich | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS PF, AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 467,650* | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 467,650* | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 467,650* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%* | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 13 of 17 – SEC Filing
Item 4. | Purpose of Transaction. |
| · | David S. Richmond, Matthew J. Curfman, Richmond Brothers, Inc., RBI Private Investment I, LLC, RBI PI Manager, LLC and Richmond Brothers 401(k) Profit Sharing Plan (collectively, the “Richmond Defendants”); |
| · | Mark H. Ravich, Norman J. Ravich Irrevocable Trust, Norman and Sally Ravich Family Trust, Alexander Coleman Ravich 1991 Irrevocable Trust and Alyssa Danielle Ravich 1991 Irrevocable Trust (collectively, the “Ravich Defendants”); |
| · | Chris Paxos; |
| · | Jay F. Joliat; and |
| · | David Hagelstein. |
| · | Count I alleges that the Defendants violated Section 13(d) of the Exchange Act by failing to timely disclose in early 2016 that they had collectively acquired in excess of 5% of the Issuer’s Shares and entered into an agreement to act in concert with respect to their collective holdings; and |
| · | Count III alleges that the Defendants violated Section 13(d) of the Exchange Act when the Richmond Defendants and Ravich Defendants filed a Schedule 13D on February 20, 2017, because the Schedule 13D does not disclose an alleged group between and among all Defendants. |
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Page 14 of 17 – SEC Filing
Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Complaint. |
| 99.2 | Communications directed to Issuer. |
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Page 15 of 17 – SEC Filing
Richmond Brothers, Inc. | |||
By: | /s/ David S. Richmond | ||
Name: | David S. Richmond | ||
Title: | Chairman |
RBI Private Investment I, LLC | |||
By: | RBI PI Manager, LLC | ||
Manager | |||
By: | /s/ David S. Richmond | ||
Name: | David S. Richmond | ||
Title: | Manager |
By: | RBI PI Manager, LLC | ||
By: | /s/ David S. Richmond | ||
Name: | David S. Richmond | ||
Title: | Manager |
By: | Richmond Brothers 401(k) Profit Sharing Plan | ||
By: | /s/ David S. Richmond | ||
Name: | David S. Richmond | ||
Title: | Trustee |
/s/ David S. Richmond | |
David S. Richmond |
/s/ Matthew J. Curfman | |
Matthew J. Curfman |
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Page 16 of 17 – SEC Filing
Norman J. Ravich Irrevocable Trust | |||
By: | /s/ Mark H. Ravich | ||
Name: | Mark H. Ravich | ||
Title: | Trustee |
Alexander Coleman Ravich 1991 Irrevocable Trust | |||
By: | /s/ Mark H. Ravich | ||
Name: | Mark H. Ravich | ||
Title: | Trustee |
Alyssa Danielle Ravich 1991 Irrevocable Trust | |||
By: | /s/ Mark H. Ravich | ||
Name: | Mark H. Ravich | ||
Title: | Trustee |
Norman and Sally Ravich Family Trust | |||
By: | /s/ Mark H. Ravich | ||
Name: | Mark H. Ravich | ||
Title: | Trustee |
/s/ Mark H. Ravich | |
Mark H. Ravich |