Page 9 of 12 – SEC Filing ITEM 3. Source and Amount of Funds
or Other Consideration.
Item 3 of the prior Schedule 13D is hereby
amended and restated in its entirety to read as follows:
As of March 29, 2016: (i) AILP owns 3,724,799
shares of Class A Common Stock, representing approximately 4.65% of the issued and outstanding shares of Class A Common Stock
as of that date, which were acquired with the working capital of AILP; and (ii) Palomino Master owns 4,983,909 shares of Class
A Common Stock, representing approximately 6.23% of the issued and outstanding shares of Class A Common Stock as of that date,
which were acquired with the working capital of Palomino Master.
ITEM 4. Purpose
of the Transaction.
Item 4 of the prior Schedule 13D is hereby amended by adding the following after the sixth paragraph thereof:
In lieu of continuing
to press the Revised Demand, on January 12, 2016, AILP filed a shareholder derivative action on behalf of the Issuer against SUNE
and numerous individuals in the Delaware Court of Chancery alleging breach of fiduciary duty and related causes of action. Following
expedited discovery and preliminary injunction proceedings, on March 22, 2016, AILP filed an amended complaint in such action
(the “Amended Complaint”) under seal. The Amended Complaint seeks numerous corporate governance reforms, including (i)
removal of the current members of the Issuer’s Corporate Governance and Conflicts Committee and replacement with persons
elected by the Issuer’s public stockholders, (ii) removal of the Issuer’s chief executive officer, (iii) appointment
to the Board of a monitor or director to represent the interests of the Issuer’s public stockholders, and (iv) additional
related relief. The litigation remains ongoing. AILP may seek to further amend the Amended Complaint as the facts
develop, and also may seek further changes to the Issuer’s corporate governance and management.
ITEM 5. Interest in Securities of
the Issuer.
Subparagraph (c) of Item 5 of the prior Schedule 13D is hereby amended and restated in its entirety to read as follows:
(c) Information concerning transactions
in the Class A Common Stock effected by the Reporting Persons since January 8, 2016 is set forth in Schedule 1 hereto and is incorporated
herein by reference.
ITEM 7. Materials
to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
Schedule 1 Transactions of the Reporting Persons Effected from January 8, 2015 through and including March 29, 2016.
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ITEM 3. Source and Amount of Funds
or Other Consideration.
Item 3 of the prior Schedule 13D is hereby
amended and restated in its entirety to read as follows:
As of March 29, 2016: (i) AILP owns 3,724,799
shares of Class A Common Stock, representing approximately 4.65% of the issued and outstanding shares of Class A Common Stock
as of that date, which were acquired with the working capital of AILP; and (ii) Palomino Master owns 4,983,909 shares of Class
A Common Stock, representing approximately 6.23% of the issued and outstanding shares of Class A Common Stock as of that date,
which were acquired with the working capital of Palomino Master.
ITEM 4. Purpose
of the Transaction.
Item 4 of the prior Schedule 13D is hereby amended by adding the following after the sixth paragraph thereof:
In lieu of continuing
to press the Revised Demand, on January 12, 2016, AILP filed a shareholder derivative action on behalf of the Issuer against SUNE
and numerous individuals in the Delaware Court of Chancery alleging breach of fiduciary duty and related causes of action. Following
expedited discovery and preliminary injunction proceedings, on March 22, 2016, AILP filed an amended complaint in such action
(the “Amended Complaint”) under seal. The Amended Complaint seeks numerous corporate governance reforms, including (i)
removal of the current members of the Issuer’s Corporate Governance and Conflicts Committee and replacement with persons
elected by the Issuer’s public stockholders, (ii) removal of the Issuer’s chief executive officer, (iii) appointment
to the Board of a monitor or director to represent the interests of the Issuer’s public stockholders, and (iv) additional
related relief. The litigation remains ongoing. AILP may seek to further amend the Amended Complaint as the facts
develop, and also may seek further changes to the Issuer’s corporate governance and management.
ITEM 5. Interest in Securities of
the Issuer.
Subparagraph (c) of Item 5 of the prior Schedule 13D is hereby amended and restated in its entirety to read as follows:
(c) Information concerning transactions
in the Class A Common Stock effected by the Reporting Persons since January 8, 2016 is set forth in Schedule 1 hereto and is incorporated
herein by reference.
ITEM 7. Materials
to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
| Schedule 1 | Transactions of the Reporting Persons Effected from January 8, 2015 through and including March 29, 2016. |
