Filing Details

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.

CUSIP No. 452521107

 

 

CUSIP No. 452521107

 

 

CUSIP No. 452521107

 

CUSIP No. 452521107

 

 

CUSIP No. 452521107

 

 

CUSIP No. 452521107

 

 

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”) and is being filed by the undersigned to revise and supplement certain information in the Schedule 13D. This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 3 of Schedule 13D is hereby amended and restated to read as follows:

The Shares purchased by Series One 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, except as otherwise noted, as set forth in Schedule A or elsewhere in this Schedule 13D, which is incorporated by reference herein. The aggregate purchase price of the 1,357,934 Shares beneficially owned by Series One is approximately $12,311,815.45, including brokerage commissions.

The Shares purchased by VSO II 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, except as otherwise noted, as set forth in Schedule A or elsewhere in this Schedule 13D, which is incorporated by reference herein. The aggregate purchase price of the 2,387,898 Shares beneficially owned by VSO II is approximately $20,489,539.55, including brokerage commissions.

 

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

The information in Item 6 is incorporated herein by reference.

As previously disclosed, the Reporting Persons believe that the Shares are materially undervalued and believe that for the full value of the Shares to be realized, significant and immediate improvements to the Issuer’s corporate governance, cost structure and capital allocation are required. The Reporting Persons believe that it has become clear that significant changes to the Board may be necessary to improve shareholder returns and ensure accountability of the Board to shareholders. Further, the Reporting Persons note that while the Issuer professes that its actions are aligned with shareholder interests, the Issuer has not yet satisfied Series One’s books and records demand regarding Board appointments that the Reporting Persons believe run counter to alignment with shareholder interests.  The Reporting Persons again request for the Issuer to comply with the books and records request and that individual directors of the Issuer state whether they believe the Issuer should comply with the request.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth in this Schedule 13D or such as would occur upon or in connection with completion of, or following, any of the actions discussed in this Schedule 13D. 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 stockholders of the Issuer, industry participants and others about the Issuer and the Reporting Persons’ investment and potential strategic alternatives for the Issuer, making proposals to the Issuer concerning changes to the capitalization, ownership structure, potential strategic alternatives, 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 of Schedule 13D is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported as beneficially owned by each Reporting Person is based upon 31,795,744 Shares outstanding, which is the total number of Shares outstanding as of November 1, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2019.

 

  

 

  

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

On November 1, 2019, VSO II acquired put options (the "Long Puts") to cover over-the-counter market American-style put options referencing an aggregate of 310,600 Shares, which had an exercise price of $10.00 and expired on November 15, 2019, that were written by VSO II (the "Short Puts"). The purchase of Long Puts to cover the Short Puts resulted in the cancellation of both the Short Puts and the Long Puts.

On November 15, 2019, VSO II exercised over-the-counter market American-style call options referencing an aggregate of 220,500 Shares, which had an exercise price of $2.50 and expired on November 15, 2019, and acquired the Shares underlying such options.  Also, on November 15, 2019, VSO II exercised over-the-counter market American-style call options referencing an aggregate of 233,200 Shares, which had an exercise price of $5.00 and expired on November 15, 2019, and acquired the Shares underlying such options.

In addition, on November 15, 2019, over-the-counter market American-style put options sold by VSO II referencing an aggregate of 129,300 Shares, which had an exercise price of $7.50 and expired on November 15, 2019, were exercised and VSO II acquired the Shares underlying such options.  Further, over-the-counter market American-style put options sold by VSO II referencing an aggregate of 70,700 Shares, which had an exercise price of $7.50 and expired on November 15, 2019, expired for no value.

SIGNATURES

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

Dated: November 19, 2019