Page 9 of 12 – SEC Filing
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The aggregate purchase
price of the 6,533,359 Shares owned directly by Steel Excel is approximately $36,655,164, including brokerage commissions. Such
Shares were acquired with funds of Steel Excel and an affiliated entity that initially purchased a portion of the Shares prior
to being transferred to Steel Excel.
The aggregate purchase
price of the 75,000 Shares owned directly by SPL is approximately $310,175, including brokerage commissions. The Shares owned directly
by SPL were acquired with the working capital of SPL.
The Reporting Persons
effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin
credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations,
stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the accounts.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby
amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 44,084,680 Shares outstanding, which is
the total number of Shares outstanding as of January 31, 2018 as reported in the Issuer’s Form 10-K filed with the Securities
and Exchange Commission on March 1, 2018.
As of the close of
business on the date hereof, Steel Excel owned directly 6,533,359 Shares, constituting approximately 14.8% of the Shares outstanding.
By virtue of their relationships with Steel Excel discussed in further detail in Item 2, each of Steel Holdings, SPHG, SPHG Holdings
and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.
As of the close of
business on the date hereof, SPL owned directly 75,000 Shares, constituting less than 1% of the Shares outstanding. By virtue of
his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Shares
owned directly by SPL.
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.
Item 5(c) is hereby
amended to add the following:
(c) The
transactions in the Shares by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule
B and are incorporated herein by reference.
| 9 |
