Filing Details

Accession Number:
0000921895-19-000070
Form Type:
13D Filing
Publication Date:
2019-01-11 17:01:34
Filed By:
Baines Creek Capital, Llc
Company:
Legacy Reserves Inc.
Filing Date:
2019-01-11
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Baines Creek Partners 14,248,250 14,248,250 24,153,052 14,248,250 13.1%
Baines Creek Special Purpose Partners 9,904,802 9,904,802 24,153,052 9,904,802 9.1%
Baines Creek GP 14,248,250 14,248,250 24,153,052 14,248,250 13.1%
Baines Creek SP GP 9,904,802 9,904,802 9,904,802 9.1%
Baines Creek Capital 6,510 6,510 24,153,052 22.3%
Kevin Tracy 147,317 147,317 24,159,562 22.3%
Jeremy Carter 8,686 8,686 147,317 Less than 1%
James Schumacher 748,972 748,972 8,686 Less than 1%
Brian Williams 24,902,024 23.0%
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Legacy Reserves Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

524706108

(CUSIP Number)

Baines Creek Capital, LLC

11940 Jollyville Road

Suite 210-S

Austin, Texas 78759

 

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 11, 2019

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
  1   NAME OF REPORTING PERSON  
         
        Baines Creek Partners, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         14,248,250  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          14,248,250  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        14,248,250  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        13.1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2
  1   NAME OF REPORTING PERSON  
         
        Baines Creek Special Purpose Partners, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         9,904,802  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          9,904,802  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        9,904,802  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

 

  1   NAME OF REPORTING PERSON  
         
        Baines Creek GP, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         14,248,250  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          14,248,250  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        14,248,250  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        13.1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

4

 

  1   NAME OF REPORTING PERSON  
         
        Baines Creek SP GP, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         9,904,802  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          9,904,802  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        9,904,802  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

 

  1   NAME OF REPORTING PERSON  
         
        Baines Creek Capital, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         24,153,052  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          24,153,052  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        24,153,052  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        22.3%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

 

  1   NAME OF REPORTING PERSON  
         
        Kevin Tracy  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF, WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         6,510  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         24,153,052  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,510  
    10   SHARED DISPOSITIVE POWER  
           
          24,153,052  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        24,159,562  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        22.3%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

7

 

  1   NAME OF REPORTING PERSON  
         
        Jeremy Carter  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         147,317  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          147,317  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        147,317  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

8

 

  1   NAME OF REPORTING PERSON  
         
        James Schumacher  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         8,686  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,686  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,686  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

9

 

  1   NAME OF REPORTING PERSON  
         
        Brian Williams  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF, WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         748,972  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         24,153,052  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          748,972  
    10   SHARED DISPOSITIVE POWER  
           
          24,153,052  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        24,902,024  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        23.0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

10

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 2.Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)This statement is filed by:
(i)Baines Creek Partners, L.P. (“BCP”), a Delaware limited partnership;
(ii)Baines Creek Special Purpose Partners, L.P. (“BCSPP”), a Delaware limited partnership;
(iii)Baines Creek GP, L.P. (“BCP GP”), a Texas limited partnership;
(iv)Baines Creek SP GP, L.P. (“BCSPP GP”), a Delaware limited partnership;
(v)Baines Creek Capital, LLC (“BCC”), a Texas limited liability company;
(vi)Kevin Tracy;
(vii)Jeremy Carter;
(viii)James Schumacher; and
(ix)Brian Williams.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)               The address of the principal office of each of the Reporting Persons is 11940 Jollyville Road, Suite 210-S, Austin, Texas 78759.

(c)                The principal business of each of BCP and BCSPP is investing in securities and engaging in all related activities and transactions. The principal business of BCP GP is serving as the general partner of BCP. The principal business of BCSPP GP is serving as the general partner of BCSPP. The principal business of BCC is serving as the general partner of both BCP GP and BCSPP GP, and as the investment manager to each BCP GP, BCSPP GP, BCP and BCSPP. The principal occupation of Messrs. Tracy and Williams are being Managing Partners of BCP GP, BCSPP GP, and BCC. The principal occupation of Messrs. Carter and Schumacher is as employees of BCC, and Mr. Carter is a limited partner of BCSPP GP, and Mr. Schumacher is a limited partner in both BCP GP and BCSPP GP.

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (including traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

11

(f)       Messrs. Tracy, Carter, Schumacher and Williams are citizens of the United States of America.

Item 3.Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated as follows:

The Shares purchased by BCP and BCSPP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate cost of the 14,248,250 Shares directly owned by BCP is approximately $44,856,221, including brokerage commissions. The aggregate cost of the 9,904,802 Shares directly owned by BCSPP is approximately $30,296,528, including brokerage commissions. The 6,510 Shares directly owned by Mr. Tracy were purchased with personal funds and cost approximately $13,378, including brokerage commissions. The 147,317 Shares directly owned by Mr. Carter were purchased with personal funds and cost approximately $262,001, including brokerage commissions. The 8,686 Shares directly owned by Mr. Schumacher were purchased with personal funds and cost approximately $18,675, including brokerage commissions. The 748,972 Shares directly owned by Mr. Williams were purchased with personal funds and cost approximately $1,305,434, including brokerage commissions.

Item 4.Purpose of Transaction.

Item 4 is hereby amended and restated as follows:

The Reporting Persons acquired the Shares based on the Reporting Persons’ belief that the Shares, when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 108,442,278 Shares outstanding, which is the sum of: (i) 106,442,278 Shares reported outstanding as of October 29, 2018 in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2018, and (ii) 2,000,000 Shares reported issued on the Issuer’s Current Report on Form 8-K filed with the SEC on December 10, 2018.

12
A.BCP
(a)As of the close of business on January 11, 2019, BCP beneficially owned 14,248,250 Shares.

Percentage: Approximately 13.1%

(b)1. Sole power to vote or direct vote: 14,248,250

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 14,248,250

4. Shared power to dispose or direct the disposition: 0

 

(c)The transaction in the Shares by BCP during the past sixty days are set forth in Schedule A and incorporated herein by reference.
B.BCSPP
(a)As of the close of business on January 11, 2019, BCSPP beneficially owned 9,904,802 Shares.

Percentage: Approximately 9.1%

(b)1. Sole power to vote or direct vote: 9,904,802

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 9,904,802

4. Shared power to dispose or direct the disposition: 0

(c)The transactions in the Shares by BCSPP during the past sixty days are set forth in Schedule A and incorporated herein by reference.
C.BCP GP
(a)BCP GP, as the general partner of BCP, may be deemed the beneficial owner of the 14,248,250 Shares owned by BCP.

Percentage: Approximately 13.1%

(b)1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 14,248,250

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 14,248,250

(c)BCP GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of BCP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
13
D.BCSPP GP
(a)BCSPP GP, as the general partner of BCSPP, may be deemed the beneficial owner of the 9,904,802 Shares owned by BCSPP.

Percentage: Approximately 9.1%

(b)1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 9,904,802

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 9,904,802

(c)BCSPP GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of BCSPP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
E.BCC
(a)As the investment manager of each BCP, BCSPP, BCP GP and BCSPP GP, and the general partner of both BCP GP and BCSPP GP, BCC may be deemed the beneficial owner of the (i) 14,248,250 Shares owned by BCP and (ii) 9,904,802 Shares owned by BCSPP.

Percentage: Approximately 22.3%

(b)1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 24,153,052

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 24,153,052

(c)BCC has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of BCP and BCSPP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
F.Mr. Tracy
(a)As of the close of business on January 11, 2019, Mr. Tracy directly owned 6,510 Shares. As a Managing Partner of BCP GP, BCSPP GP and BCC, Mr. Tracy may be deemed the beneficial owner of the (i) 14,248,250 Shares owned by BCP and (ii) 9,904,802 Shares owned by BCSPP.

Percentage: Approximately 22.3%

(b)1. Sole power to vote or direct vote: 6,510

2. Shared power to vote or direct vote: 24,153,052

3. Sole power to dispose or direct the disposition: 6,510

4. Shared power to dispose or direct the disposition: 24,153,052

(c)Mr. Tracy has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of BCP and BCSPP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
14

G.        Mr. Carter

(a)As of the close of business on January 11, 2019, Mr. Carter directly owned 147,317 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 147,317

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 147,317

4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Mr. Carter during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

H.        Mr. Schumacher

(a)As of the close of business on January 11, 2019, Mr. Schumacher directly owned 8,686 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 8,686

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 8,686

4. Shared power to dispose or direct the disposition: 0

(c)The transactions in the Shares by Mr. Schumacher during the past sixty days are set forth in Schedule A and are incorporated herein by reference

I.       Mr. Williams

(a)As of the close of business on January 11, 2019, Mr. Williams directly owned 748,972 Shares. As a Managing Partner of BCP GP, BCSPP GP and BCC, Mr. Williams may be deemed the beneficial owner of the (i) 14,248,250 Shares owned by BCP and (ii) 9,904,802 Shares owned by BCSPP.

Percentage: Approximately 23.0%

(b)1. Sole power to vote or direct vote: 748,972

2. Shared power to vote or direct vote: 24,153,052

3. Sole power to dispose or direct the disposition: 748,972

4. Shared power to dispose or direct the disposition: 24,153,052

(c)The transactions in the Shares by Mr. Williams during the past sixty days are set forth in Schedule A and are incorporated herein by reference. The transactions in the Shares on behalf of BCP and BCSPP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
15

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is amended to add the following:

On January 11, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.

Item 7 is amended to add the following:

99.1Joint Filing Agreement by and among Baines Creek Partners, L.P., Baines Creek Special Purpose Partners, L.P., Baines Creek GP, L.P., Baines Creek SP GP, L.P., Baines Creek Capital, LLC, Kevin Tracy, Jeremy Carter, James Schumacher and Brian Williams, dated January 11, 2019.

 

16

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 11, 2019

 

  Baines Creek Partners, L.P.
   
  By:

Baines Creek GP, L.P.

its General Partner

   
  By: /s/ Brian Williams
    Name: Brian Williams
    Title: Managing Partner

 

 

  Baines Creek GP, L.P.
   
   
  By: /s/ Brian Williams
    Name: Brian Williams
    Title: Managing Partner

 

 

  Baines Creek Special Purpose Partners, L.P.
   
  By:

Baines Creek SP GP, L.P.

its General Partner

   
  By: /s/ Brian Williams
    Name: Brian Williams
    Title: Managing Partner

 

 

  Baines Creek SP GP, L.P.
   
   
  By: /s/ Brian Williams
    Name: Brian Williams
    Title: Managing Partner

 

 

  Baines Creek Capital, LLC
   
   
  By: /s/ Brian Williams
    Name: Brian Williams
    Title: Managing Partner

 

17
  /s/ Brian Williams
  Brian Williams

 

 

  /s/ Kevin Tracy
  Kevin Tracy

 

 

  /s/ Jeremy Carter
  Jeremy Carter

 

 

  /s/ James Schumacher
  James Schumacher

 

18

SCHEDULE A

 

Transactions in the Shares During the Past Sixty Days

 

Shares of Common
Stock Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/Sale

 

Baines creek partners, l.p.

132,200 1.8560 12/06/2018
92,551 2.0800 12/07/2018
25,000 1.8400 12/10/2018
15,000 1.6400 12/13/2018
20,000 1.4500 12/14/2018
25,000 1.2020 12/27/2018
363,186 1.3840 12/31/2018

 

 

Baines creek partners special purpose Partners, l.p.

7,000 1.3822 12/31/2018

 

Jeremy carter

5,000 2.0100 12/07/2018

 

James schumacher

4,000 2.1000 12/07/2018

 

Brian williams

50,000 2.0800 12/07/2018
75,000 1.8387 12/10/2018
25,000 1.5900 12/13/2018
50,000 1.4600 12/14/2018
25,000 1.2200 12/28/2018
50,600 1.4070 12/31/2018