Page 9 of 16 – SEC Filing
| Item 5. | Interest in Securities of the Issuer. |
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items
2, 3 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
(a) (b)
Zephyr Holdco holds (i) 64,914 shares of Series A Preferred Stock and (ii) 35,086 shares of Series B Preferred Stock as of the date hereof.
Series A Preferred Stock initially has a Stated Value of $1,000 per share, which will accrete at a fixed rate of 8.0% per annum, compounded quarterly (the
Accreted Value). Each share of Series A Preferred Stock is convertible into (i) the number of shares of Common Stock equal to the product of (A) the Accreted Value with respect to such share on the conversion date multiplied by
(B) the Conversion Rate as of the applicable conversion date divided by (C) 1,000 plus (ii) cash in lieu of fractional shares. The initial Conversion Rate is equal to 166.11 shares. Prior to obtaining Stockholder Approval (as defined
below), the Issuer will be required to pay an amount in cash upon conversion in lieu of delivering shares in excess of a share cap of 10,783,050 (the Share Maximum). The initial conversion rate is subject to adjustment from time to time
upon the occurrence of certain customary events in accordance with the terms of the Series A Certificate of Designations.
Series B Preferred Stock
initially has a Stated Value of $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock are not paid in respect of any dividend payment period. Dividends are payable, in cash, at a fixed rate of 10.0%
per annum on the Stated Value per share, which rate will automatically increase by 1.0% every six months that the Series B Preferred Stock remains outstanding (subject to a cap of 12.0%). Following Stockholder Approval, each share of Series B
Preferred Stock will automatically be converted into the number of shares of Series A Preferred Stock equal to the liquidation preference (equal to the Stated Value plus accrued but unpaid dividends) of such share of Series B Preferred Stock divided
by the Accreted Value of a share of Series A Preferred Stock on the date of conversion plus cash in lieu of fractional shares.
All of the computations
and share amounts used herein do not give effect to any accretion on the shares of Preferred Stock. As a result of its beneficial ownership of Series A Preferred Stock and Series B Preferred Stock, as described above, the Reporting Persons may be
deemed to beneficially own an aggregate of 10,782,865 shares of Common Stock of the Issuer, which would be received upon conversion of the Series A Preferred Stock , subject to the Share Maximum, representing in the aggregate approximately 19.9% of
the issued and outstanding shares of Common Stock of the Issuer. Pursuant to the terms of the Series A Certificate of Designations, the Stated Value per share of Series A Preferred Stock accretes at a fixed rate of 8.0% per annum, compounded
quarterly, and as a result, the number of shares of Common Stock into which each share of Series A Preferred Stock may be converted will increase over time, subject to the Share Maximum, if applicable.
The percentages of beneficial ownership in this Schedule 13D are based on (i) the conversion by the Reporting Persons of 64,914 of Series A Preferred
Stock into 10,782,865 shares of Common Stock, subject to the Share Maximum, as of the date hereof and (ii) 54,186,180 shares of Common Stock outstanding as of January 14, 2019, as provided by the Issuer.
(c) Except as set forth in Item 3 to this Schedule 13D, none of the Reporting Persons have effected any transaction in the Issuers Common Stock
during the past 60 days.
(d) No one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any of the securities of the Issuer reported on this Schedule 13D.
(e) Not applicable.
