Asta Funding Inc (ASFI): Mangrove Partners Ups Its Stake and Demands Representation on the Board

Page 8 of 14 – SEC Filing

EXPLANATORY NOTE

This Amendment No. 6 (this “Amendment No. 6”) amends Items 2, 3, 4, 5(a)-(c), 6 and 7 to reflect changes to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2016, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on March 17, 2016, as amended by Amendment No. 2 to Schedule 13D filed with the SEC on March 22, 2016, as amended by Amendment No. 3 to Schedule 13D filed with the SEC on April 5, 2016, and as amended by Amendment No. 4 to Schedule 13D filed with the SEC on April 15, 2016, as amended by Amendment No. 5 to Schedule 13D filed with the SEC on April 28, 2016 (as so amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D.

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

On April 26, 2016, the Reporting Persons announced the termination of the Offer. As a result, MPF InvestCo 4, whose sole purpose was to consummate the Offer, is no longer a member of the Section 13(d) group and has ceased to be a Reporting Person.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

The 4,005,701 Shares directly owned by Mangrove Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B annexed hereto (“Schedule B”). The aggregate purchase price of the 4,005,701 Shares directly owned by Mangrove Master Fund is approximately $37,170,801, including brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof:

The Reporting Persons continue to try engage the Issuer in discussions with respect to Board representation for the Reporting Persons. The Issuer continues to be unwilling to engage in any meaningful discussions with the Reporting Persons. If the Issuer continues to hold this position, remains unwilling to voluntarily provide the Reporting Persons with Board representation or provide the Reporting Persons with Board representation the Reporting Persons’ deem satisfactory, the Reporting Persons reserve any and all rights to seek the representation we deem appropriate, which may include replacing any or all of the current directors.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 12,020,708 Shares outstanding, as of May 5, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 10, 2016.