Page 3 of 8 – SEC Filing CUSIP No. 76118L102
1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Brett Conrad
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨ 3. SEC USE ONLY
4. SOURCE OF FUNDS (see instructions)
OO/WC (funds of managed investment vehicles; working capital) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION
Brett Conrad – USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER
4,229,259* 8. SHARED VOTING POWER
00,000 9. SOLE DISPOSITIVE POWER
4,229,259* 10. SHARED DISPOSITIVE POWER
00,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,229,259* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.97%* 14. TYPE OF REPORTING PERSON (see instructions)
Brett Conrad – IN
*On
December 19, 2017, the Issuer entered into a Warrant Exercise Agreement (the “Grayboard Exercise Agreement”) with
Grayboard Investments, Ltd. (“Grayboard”) to induce us to exercise our existing warrant issued in February 2017.
Pursuant to the agreement, we exercised in full our February 2017 warrant and purchased 1,626,898 shares of common stock at an
exercise price of $8.25 per share, for an aggregate exercise price of approximately $13.4 million, and we were paid an inducement
fee of approximately $6.7 million. The foregoing summary of the Grayboard Exercise Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Grayboard Exercise
Agreement, a copy of which is Exhibit 10.1 to the Issuer’s 8-K of December 19, 2017 and is incorporated herein by reference.
*As of October
2, 2017, Blue Earth Fund, LP, Grayboard Investments, Ltd, Ptarmagin, LLC and Conrad Group Inc. Defined Benefit Plan owned in the
aggregate of 4,229,259 shares of (including shares issuable upon exercise of warrants) Common Stock of the Issuer (“Shares”).
The percentage in Item 13 is based on 16,683,127 shares; which is 14,698,827 shares of Common Stock outstanding plus 1,984,300
shares and warrants reported on herein (explained further in Item 5 below). Longboard Capital Advisors, LLC (“Longboard”),
with Brett Conrad as it’s sole managing member, is the investment manager of Blue Earth Fund, LP, as well as the investment
manager of separate investment accounts or plans maintained by each of Grayboard Investments, Ltd., Ptarmagin, LLC, and Conrad
Group Inc. Defined Benefit Plan, in which such entities’ respective shares referred to above are held. As a result, Longboard
Capital Advisors, LLC and Mr. Conrad possess the power to vote and/or dispose or direct the disposition of all shares owned by
the above entities. Thus, for purposes of Rule 13d-3 under the Act, Longboard and Mr. Conrad may be deemed to beneficially own
a total of 4,229,259 Shares. However, this filing shall not be construed to be an admission of such beneficial ownership.
Page 3 of 8
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CUSIP No. 76118L102
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE Brett Conrad | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ | |||
| 3. | SEC USE ONLY | |||
| 4. | SOURCE OF FUNDS (see instructions) OO/WC (funds of managed investment vehicles; working capital) | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Brett Conrad – USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 4,229,259* | ||
| 8. | SHARED VOTING POWER 00,000 | |||
| 9. | SOLE DISPOSITIVE POWER 4,229,259* | |||
| 10. | SHARED DISPOSITIVE POWER 00,000 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,229,259* | |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.97%* | |||
| 14. | TYPE OF REPORTING PERSON (see instructions) Brett Conrad – IN |
*On
December 19, 2017, the Issuer entered into a Warrant Exercise Agreement (the “Grayboard Exercise Agreement”) with
Grayboard Investments, Ltd. (“Grayboard”) to induce us to exercise our existing warrant issued in February 2017.
Pursuant to the agreement, we exercised in full our February 2017 warrant and purchased 1,626,898 shares of common stock at an
exercise price of $8.25 per share, for an aggregate exercise price of approximately $13.4 million, and we were paid an inducement
fee of approximately $6.7 million. The foregoing summary of the Grayboard Exercise Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Grayboard Exercise
Agreement, a copy of which is Exhibit 10.1 to the Issuer’s 8-K of December 19, 2017 and is incorporated herein by reference.
*As of October
2, 2017, Blue Earth Fund, LP, Grayboard Investments, Ltd, Ptarmagin, LLC and Conrad Group Inc. Defined Benefit Plan owned in the
aggregate of 4,229,259 shares of (including shares issuable upon exercise of warrants) Common Stock of the Issuer (“Shares”).
The percentage in Item 13 is based on 16,683,127 shares; which is 14,698,827 shares of Common Stock outstanding plus 1,984,300
shares and warrants reported on herein (explained further in Item 5 below). Longboard Capital Advisors, LLC (“Longboard”),
with Brett Conrad as it’s sole managing member, is the investment manager of Blue Earth Fund, LP, as well as the investment
manager of separate investment accounts or plans maintained by each of Grayboard Investments, Ltd., Ptarmagin, LLC, and Conrad
Group Inc. Defined Benefit Plan, in which such entities’ respective shares referred to above are held. As a result, Longboard
Capital Advisors, LLC and Mr. Conrad possess the power to vote and/or dispose or direct the disposition of all shares owned by
the above entities. Thus, for purposes of Rule 13d-3 under the Act, Longboard and Mr. Conrad may be deemed to beneficially own
a total of 4,229,259 Shares. However, this filing shall not be construed to be an admission of such beneficial ownership.
| Page 3 of 8 |
