Page 6 of 8 SEC Filing
commitments to the Board of Governors of the Federal Reserve System to ensure that SCI, SCM and Michael H. Steinhardt and their respective affiliates will not, among other things, exercise or attempt to exercise a controlling influence over the management or policies of Mackinac or any of its subsidiaries. The Passivity Commitment Letters were filed as Exhibit 1 and 2 to Amendment No. 1 and are incorporated herein by reference.
Other than as described by the Reporting Persons in this Item 4 or Item 6, none of the Reporting Persons have any plan or proposal relating to or that would result in:
(a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board of directors of the Issuer;
(e) any material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuers business or corporate structure;
(g) any changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
Name
Shares
Held
Directly
Sole
Voting
Power
Shared
Voting
Power
Sole
Dispositive
Power
Shared
Dispositive
Power
Beneficial
Ownership
Percentage
of Class*
SCI
1,044,557
(1)
0
1,044,557
(1)
0
1,044,557
(1)
1,044,557
(1)
16.8
%(1)
SCM
0
0
1,044,557
(1)
0
1,044,557
(1)
1,044,557
(1)
16.8
%(1)
David R. Steinhardt
0
0
1,044,557
(1)
0
1,044,557
(1)
1,044,557
(1)
16.8
%(1)
(1) The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference. This number of Common Shares of Mackinac excludes 97,000 shares owned by the Limited Partner.
* As of November 10, 2015 (based on 6,217,620 Common Shares outstanding as reported by the Issuer in its Form 10-Q for the period ended September 30, 2015 and filed with the SEC on November 13, 2015).
(c) SCI purchased 121,769 Common Shares of Mackinac on February 25, 2016 at a purchase price of $10 per Common Share in an open market purchase. Except as set forth in this Schedule 13D, none of the Reporting Persons has engaged in any transaction during the past 60 days involving the securities of Mackinac.
(d) Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Mackinac referred to in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Original Schedule 13D is amended and supplemented to add the following information:
The information set forth or incorporated in Items 3 and 4 is incorporated herein by reference.
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commitments to the Board of Governors of the Federal Reserve System to ensure that SCI, SCM and Michael H. Steinhardt and their respective affiliates will not, among other things, exercise or attempt to exercise a controlling influence over the management or policies of Mackinac or any of its subsidiaries. The Passivity Commitment Letters were filed as Exhibit 1 and 2 to Amendment No. 1 and are incorporated herein by reference.
Other than as described by the Reporting Persons in this Item 4 or Item 6, none of the Reporting Persons have any plan or proposal relating to or that would result in:
(a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board of directors of the Issuer;
(e) any material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuers business or corporate structure;
(g) any changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
| Name |
| Shares |
| Sole |
| Shared |
| Sole |
| Shared |
| Beneficial |
| Percentage |
|
| SCI |
| 1,044,557 | (1) | 0 |
| 1,044,557 | (1) | 0 |
| 1,044,557 | (1) | 1,044,557 | (1) | 16.8 | %(1) |
| SCM |
| 0 |
| 0 |
| 1,044,557 | (1) | 0 |
| 1,044,557 | (1) | 1,044,557 | (1) | 16.8 | %(1) |
| David R. Steinhardt |
| 0 |
| 0 |
| 1,044,557 | (1) | 0 |
| 1,044,557 | (1) | 1,044,557 | (1) | 16.8 | %(1) |
(1) The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference. This number of Common Shares of Mackinac excludes 97,000 shares owned by the Limited Partner.
* As of November 10, 2015 (based on 6,217,620 Common Shares outstanding as reported by the Issuer in its Form 10-Q for the period ended September 30, 2015 and filed with the SEC on November 13, 2015).
(c) SCI purchased 121,769 Common Shares of Mackinac on February 25, 2016 at a purchase price of $10 per Common Share in an open market purchase. Except as set forth in this Schedule 13D, none of the Reporting Persons has engaged in any transaction during the past 60 days involving the securities of Mackinac.
(d) Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Mackinac referred to in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Original Schedule 13D is amended and supplemented to add the following information:
The information set forth or incorporated in Items 3 and 4 is incorporated herein by reference.
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