Page 10 of 15 – SEC Filing
This Amendment No. 3 (the “Amendment”)
amends and supplements the Schedule 13D filed on April 18, 2016, as amended and supplemented by Amendment No. 1 filed on April
26, 2016 and Amendment No. 2 filed on May 6, 2016 (as so amended, the “Original Schedule 13D” and, as further
amended and supplemented by this Amendment, the “Schedule 13D”) by Wildcat Capital Management, LLC, Wildcat
– Liquid Alpha, LLC, Infinity Q Capital Management, LLC, Infinity Q Management Equity, LLC, Infinity Q Diversified Alpha
Fund, Bonderman Family Limited Partnership, Leonard A. Potter and James Velissaris with respect to the Common Stock of the Issuer.
Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original
Schedule 13D.
Item 4. Purpose of Transaction
This Amendment amends and supplements Item 4
of the Original Schedule 13D by inserting the following after the fifth paragraph:
“On May 10, 2016, WLA and BFLP submitted
a letter (the “May 10 Letter”) to the Board reiterating their concerns and demands set forth in the May 5 Letter,
including (i) termination of the Transactions, (ii) termination of Dr. Ji as the CEO and (iii) appointment of three directors to
be nominated by WLA and BFLP to lead the Special Committee. The May 10 Letter highlighted WLA’s and BFLP’s concerns
regarding the Issuer’s press release of May 9, 2016 (the “May 9 Press Release”) announcing that the Issuer
had previously engaged financial advisors to assist the Issuer in exploring and evaluating strategic alternatives although such
engagement was not previously disclosed. The May 10 Letter further provided that the May 9 Press Release failed to address WLA’s
and BFLP’s concerns set forth in the May 5 Letter and restated WLA’s and BFLP’s intent to pursue their available
remedies, including, among other things, legal action on their own and/or the Issuer’s behalf. A copy of the May 10 Letter
is attached as Exhibit 5.”
Item 5. Interest in Securities of the Issuer
This
Amendment amends and restates the second, third and fourth paragraphs of Item 5 of the Original Schedule 13D in their entirety
as set forth below:
“(a)–(b) The following
disclosure assumes that there are a total of 40,212,795 shares of Common Stock outstanding as of May 3, 2016, which is based on
information provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC
on May 10, 2016.
Pursuant to Rule 13d-3 of the Act, the
Reporting Persons may be deemed to beneficially own, in the aggregate, 2,799,790 shares of Common Stock, which constitutes approximately
7.0% of the outstanding Common Stock.
(c) Except as set forth in Schedule
II hereto, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification,
any person named in Item 2 hereof, has effected any transaction in the Common Stock during the past 60 days.”
Item 7. Material to Be Filed as Exhibits
This
Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:
1. Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.
2. Demand for Inspection of Books and Records, dated April 11, 2016.
3. Verified Complaint for Inspection of Books and Records filed in the Court of Chancery of the State of Delaware on April 25,
2016.
4. Letter to the Board of Directors of the Issuer, dated May 5, 2016.
Page 10 of 15 Pages
This Amendment No. 3 (the “Amendment”)
amends and supplements the Schedule 13D filed on April 18, 2016, as amended and supplemented by Amendment No. 1 filed on April
26, 2016 and Amendment No. 2 filed on May 6, 2016 (as so amended, the “Original Schedule 13D” and, as further
amended and supplemented by this Amendment, the “Schedule 13D”) by Wildcat Capital Management, LLC, Wildcat
– Liquid Alpha, LLC, Infinity Q Capital Management, LLC, Infinity Q Management Equity, LLC, Infinity Q Diversified Alpha
Fund, Bonderman Family Limited Partnership, Leonard A. Potter and James Velissaris with respect to the Common Stock of the Issuer.
Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original
Schedule 13D.
Item 4. Purpose of Transaction
This Amendment amends and supplements Item 4
of the Original Schedule 13D by inserting the following after the fifth paragraph:
“On May 10, 2016, WLA and BFLP submitted
a letter (the “May 10 Letter”) to the Board reiterating their concerns and demands set forth in the May 5 Letter,
including (i) termination of the Transactions, (ii) termination of Dr. Ji as the CEO and (iii) appointment of three directors to
be nominated by WLA and BFLP to lead the Special Committee. The May 10 Letter highlighted WLA’s and BFLP’s concerns
regarding the Issuer’s press release of May 9, 2016 (the “May 9 Press Release”) announcing that the Issuer
had previously engaged financial advisors to assist the Issuer in exploring and evaluating strategic alternatives although such
engagement was not previously disclosed. The May 10 Letter further provided that the May 9 Press Release failed to address WLA’s
and BFLP’s concerns set forth in the May 5 Letter and restated WLA’s and BFLP’s intent to pursue their available
remedies, including, among other things, legal action on their own and/or the Issuer’s behalf. A copy of the May 10 Letter
is attached as Exhibit 5.”
Item 5. Interest in Securities of the Issuer
This
Amendment amends and restates the second, third and fourth paragraphs of Item 5 of the Original Schedule 13D in their entirety
as set forth below:
“(a)–(b) The following
disclosure assumes that there are a total of 40,212,795 shares of Common Stock outstanding as of May 3, 2016, which is based on
information provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC
on May 10, 2016.
Pursuant to Rule 13d-3 of the Act, the
Reporting Persons may be deemed to beneficially own, in the aggregate, 2,799,790 shares of Common Stock, which constitutes approximately
7.0% of the outstanding Common Stock.
(c) Except as set forth in Schedule
II hereto, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification,
any person named in Item 2 hereof, has effected any transaction in the Common Stock during the past 60 days.”
Item 7. Material to Be Filed as Exhibits
This
Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:
| 1. | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act. |
| 2. | Demand for Inspection of Books and Records, dated April 11, 2016. |
| 3. | Verified Complaint for Inspection of Books and Records filed in the Court of Chancery of the State of Delaware on April 25, 2016. |
| 4. | Letter to the Board of Directors of the Issuer, dated May 5, 2016. |
| Page 10 of 15 Pages |
