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Table of Contents
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following:
The information set forth in Item 6 below is incorporated into this Item 4 by reference.
Item 5. Interests in Securities of the Issuer.
Item 5(a)(viii)
and Item 5(b)(viii) are hereby amended by deleting such items in their entirety and replacing them with the following:
(a)(viii) Dr. Rachesky
may be deemed to be the beneficial owner of 16,264,104 shares of Common Stock (approximately 19.9% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d3(d)(1)(i) under the Act). This number consists
of (A) all of the shares of Common Stock otherwise described in this Item 5 by virtue of Dr. Racheskys position as the managing member of each of Advisors, Institutional Advisors III and MHR Holdings, (B) 15,532 shares of Common Stock held
directly, (C) 20,000 shares of Common Stock that can be obtained upon the exercise of certain stock options, and (D) 3,572 shares of Common Stock that can be obtained upon the settlement of phantom stock units.
(b)(viii) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 16,264,104 shares of Common Stock which may be deemed to be
beneficially owned by Dr. Rachesky as described above, and (y) the sole power to direct the voting of 16,264,104 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.
Item 6 is hereby amended by adding the following:
On September 5, 2016, at the Issuers request, the Reporting Persons, together with certain of their affiliates, and the Issuer entered into Amendment No. 2 (Amendment No. 2) to
the Settlement Agreement, dated October 5, 2012, as amended and restated by Amendment No. 1 to the Settlement Agreement, dated July 14, 2013. Pursuant to Amendment No. 2, the Issuer is permitted to increase the maximum size of its board of directors
from ten to twelve directors.
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety
by reference to the full text of Amendment No. 2, a copy of which is filed as Exhibit 1 to this Statement and is incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
Exhibit No.
Description
1 Amendment No. 2, dated as of September 5, 2016, to the Settlement Agreement, effective as of October 5, 2012, by and among the Issuer and Mark H. Rachesky, M.D., MHR Holdings LLC,
MHR Fund Management LLC, MHR Institutional Advisors III LLC, MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Advisors LLC, and MHR Institutional Partners III LP, as amended and restated on July 14, 2013 (incorporated by
reference to Exhibit 10.7 to the Issuers Current Report on Form 8-K filed on September 6, 2016).
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Table of Contents
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following:
The information set forth in Item 6 below is incorporated into this Item 4 by reference.
Item 5. Interests in Securities of the Issuer.
Item 5(a)(viii)
and Item 5(b)(viii) are hereby amended by deleting such items in their entirety and replacing them with the following:
(a)(viii) Dr. Rachesky
may be deemed to be the beneficial owner of 16,264,104 shares of Common Stock (approximately 19.9% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d3(d)(1)(i) under the Act). This number consists
of (A) all of the shares of Common Stock otherwise described in this Item 5 by virtue of Dr. Racheskys position as the managing member of each of Advisors, Institutional Advisors III and MHR Holdings, (B) 15,532 shares of Common Stock held
directly, (C) 20,000 shares of Common Stock that can be obtained upon the exercise of certain stock options, and (D) 3,572 shares of Common Stock that can be obtained upon the settlement of phantom stock units.
(b)(viii) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 16,264,104 shares of Common Stock which may be deemed to be
beneficially owned by Dr. Rachesky as described above, and (y) the sole power to direct the voting of 16,264,104 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.
Item 6 is hereby amended by adding the following:
On September 5, 2016, at the Issuers request, the Reporting Persons, together with certain of their affiliates, and the Issuer entered into Amendment No. 2 (Amendment No. 2) to
the Settlement Agreement, dated October 5, 2012, as amended and restated by Amendment No. 1 to the Settlement Agreement, dated July 14, 2013. Pursuant to Amendment No. 2, the Issuer is permitted to increase the maximum size of its board of directors
from ten to twelve directors.
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety
by reference to the full text of Amendment No. 2, a copy of which is filed as Exhibit 1 to this Statement and is incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
| Exhibit No. | Description | |
| 1 | Amendment No. 2, dated as of September 5, 2016, to the Settlement Agreement, effective as of October 5, 2012, by and among the Issuer and Mark H. Rachesky, M.D., MHR Holdings LLC, MHR Fund Management LLC, MHR Institutional Advisors III LLC, MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Advisors LLC, and MHR Institutional Partners III LP, as amended and restated on July 14, 2013 (incorporated by reference to Exhibit 10.7 to the Issuers Current Report on Form 8-K filed on September 6, 2016). | |
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