Page 12 of 25 – SEC Filing
Based on information provided by the Issuer, there are 220,074,494 shares of Voting Common Stock outstanding on April 2, 2018, including shares of Voting Common Stock issuable upon conversion of outstanding Non-Voting Common Stock of the Issuer, which became convertible into Voting Common Stock on April 1, 2018. The Reporting Persons beneficially own 5,524,926 shares of Preferred Stock, which are currently convertible into an aggregate of 49,724,330 Shares pursuant to the terms of the Certificate of Designation. As a result, on an as-converted basis, the Reporting Person may be deemed to beneficially own 22.6% of the outstanding shares of Voting Common Stock (on an as-converted basis).
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the Release) this filing reflects the securities beneficially owned by PCC and certain of its subsidiaries, including Sagard. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
The beneficial ownership of shares of Voting Common Stock (on an as-converted basis) reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of March 23, 2018.
(b) Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 49,724,330 shares of Voting Common Stock
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 49,724,330 shares of Voting Common Stock
The power to vote or direct the vote or to dispose or direct the disposition of the shares of Preferred Stock and/or shares of Voting Common Stock issuable upon conversion thereof reported herein is shared among the Reporting Persons.
(c) Other than as described in this Schedule 13D, no Reporting Person has effected any transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
See Item 4 for a description of the Preferred Stock Purchase Agreement, the Certificate of Designation, and the Registration Rights Agreement, all of which are listed as exhibits hereto. The Preferred Stock Purchase Agreement, the Certificate of Designation and the Registration Rights Agreement are incorporated herein by reference.
Other than the foregoing, no Reporting Person is aware of any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to the securities of the Issuer required to be described herein.
Item 7. Material to be Filed as Exhibits.
| Exhibit A |
| Persons Who may be Deemed to Control the Reporting Persons |
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| Exhibit B |
| Executive Officers and Directors of Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp. |
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| Exhibit C |
| Executive Officers and Directors of Power Corporation of Canada, Sagard Holdings ULC, and the Trustees of the Trust |
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