Page 12 of 18 – SEC Filing
(e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, 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.
(f) SRP is organized as a limited partnership under the laws of the State of Delaware. Each of SRMF and DMF is organized as an exempted limited partnership under the laws of the Cayman Islands. Each of SRF Management, SRC Management, SRG Management, DF Management and DG Management is organized as a limited liability exempted company under the laws of the State of Delaware. Spencer Waxman is a citizen of the United States.
| Item 3. | Source and Amount of Funds or Other Consideration. |
A total of approximately $15,842,484.41 was paid to acquire the 1,794,019 shares of Common Stock reported as beneficially owned by the Reporting Persons. The funds used to purchase the Shares were obtained from the general working capital of SRP, SRMF and DMF, and the general working capital of the two unaffiliated funds which are managed by a third party and for which SRF Management serves as a sub-advisor, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the securities of the Issuer reported herein based on their belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity.
Depending upon other factors including overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares without affecting their beneficial ownership of Shares.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may take positions regarding or make precatory, conditional or binding proposals with respect to, or with respect to potential changes in, the Issuer’s: operations, management, certificate of incorporation and bylaws, composition of the Board of Directors or its committees, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales, businesses or assets, including the sales thereof, strategy and/or plans of the Issuer as a means of enhancing stockholder value. The Reporting Persons may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and may from time to time in the future express their views to and/or meet with management, the Board of Directors, other stockholders or third parties, including, potential acquirers, service providers and financing sources, and/or may formulate plans or proposals regarding the Issuer, its assets or its securities. Such possible plans or proposals may include one or more plans or proposals that relate to or would result in one or more of the changes referred to herein, or any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 29,462,117 shares of Common Stock outstanding as of February 20, 2018, as reported on the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 27, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.
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