Page 16 of 19 – SEC Filing
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.
Set forth below is the aggregate number of shares of Common Stock directly held, as of the date hereof, by each of the following FPA investment advisory
clients and by WLRS Fund.
Holder
Total Number of Shares
FPA Crescent Fund 20,123,426 shares of Common Stock (including 17,691,717 PIPE Shares and 2,431,709 Founder Shares) Managed Accounts 646,393 shares of Common Stock (including 568,283 PIPE Shares and 78,110 Founder Shares) FPA Global Opportunity 816,923 shares of Common Stock (including 138,224 Commitment Agreement Founder Shares and 8,272 Commitment Agreement Exchange Shares) FPA Select Drawdown 1,775,556 shares of Common Stock (including 251,058 Commitment Agreement Founder Shares and 15,026 Commitment Agreement Exchange Shares) FPA Select 148,987 shares of Common Stock (including 16,799 Commitment Agreement Founder Shares and 1,005 Commitment Agreement Exchange Shares) FPA Value Partners 280,167(1) shares of Common Stock (including 25,796 Commitment Agreement Founder Shares and 1,544 Commitment Agreement Exchange Shares) FPA Select Maple 182,067 shares of Common Stock FPA Select II 163,339 shares of Common Stock WLRS Fund 1,481,699 (including 1,256,166 LLC Founder Shares and 225,533 LLC Exchange Shares)
(1) Such share amount includes 89,388 shares of Common Stock underlying warrants issued pursuant to a Warrant
Agreement, dated June 5, 2014, by and between WL Ross Holding and Continental Stock Transfer & Trust Company (the Warrant Agreement) that may be exercised 30 days following the closing of the Business Combination for an
exercise price of $11.50 per share and expire five years following the closing of the Business Combination.
As the investment adviser
of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds (collectively, the FPA Clients), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and
therefore may be deemed to beneficially own such securities. In addition, as the investment adviser to members of WLRS Fund, FPA may be deemed to share investment power over the securities of the Issuer held by WLRS Fund due such members
approval right with respect to transfers of the securities of the Issuer held by WLRS Fund, and therefore FPA may be deemed to beneficially own such securities.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.
Set forth below is the aggregate number of shares of Common Stock directly held, as of the date hereof, by each of the following FPA investment advisory
clients and by WLRS Fund.
| Holder | Total Number of Shares | |
| FPA Crescent Fund | 20,123,426 shares of Common Stock (including 17,691,717 PIPE Shares and 2,431,709 Founder Shares) | |
| Managed Accounts | 646,393 shares of Common Stock (including 568,283 PIPE Shares and 78,110 Founder Shares) | |
| FPA Global Opportunity | 816,923 shares of Common Stock (including 138,224 Commitment Agreement Founder Shares and 8,272 Commitment Agreement Exchange Shares) | |
| FPA Select Drawdown | 1,775,556 shares of Common Stock (including 251,058 Commitment Agreement Founder Shares and 15,026 Commitment Agreement Exchange Shares) | |
| FPA Select | 148,987 shares of Common Stock (including 16,799 Commitment Agreement Founder Shares and 1,005 Commitment Agreement Exchange Shares) | |
| FPA Value Partners | 280,167(1) shares of Common Stock (including 25,796 Commitment Agreement Founder Shares and 1,544 Commitment Agreement Exchange Shares) | |
| FPA Select Maple | 182,067 shares of Common Stock | |
| FPA Select II | 163,339 shares of Common Stock | |
| WLRS Fund | 1,481,699 (including 1,256,166 LLC Founder Shares and 225,533 LLC Exchange Shares) | |
| (1) | Such share amount includes 89,388 shares of Common Stock underlying warrants issued pursuant to a Warrant |
As the investment adviser
of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds (collectively, the FPA Clients), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and
therefore may be deemed to beneficially own such securities. In addition, as the investment adviser to members of WLRS Fund, FPA may be deemed to share investment power over the securities of the Issuer held by WLRS Fund due such members
approval right with respect to transfers of the securities of the Issuer held by WLRS Fund, and therefore FPA may be deemed to beneficially own such securities.
