Filing Details

The remainder of this cover page shall be filled out for a reporting persons 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.

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Martin E. Franklin

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United Kingdom

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,698,007*

  SHARED VOTING POWER

  12,157,983*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  12,157,983*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,855,990*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  5.6%*

  TYPE OF REPORTING PERSON (See Instructions)

  IN

See Item 5

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Martin E. Franklin Revocable Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Florida

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  9,878,806*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  9,878,806*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,878,806*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  4.0%*

  TYPE OF REPORTING PERSON (See Instructions)

  OO

See Item 5.

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  MEF Holdings, LLLP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  9,309,012*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  9,309,012*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,309,012*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  3.7%*

  TYPE OF REPORTING PERSON (See Instructions)

  PN

See Item 5.

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  MEF Holdings II, LLLP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,419,500*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,419,500*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,419,500*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.0%*

  TYPE OF REPORTING PERSON (See Instructions)

  PN

See Item 5

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Ian G.H. Ashken

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  625,163*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,928,092*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,928,092*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.8%*

  TYPE OF REPORTING PERSON (See Instructions)

  IN

See Item 5.

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Tasburgh, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Connecticut

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  1,302,929*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,302,929*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.5%*

  TYPE OF REPORTING PERSON (See Instructions)

  OO

See Item 5.

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  IGHA Holdings, LLLP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  598,880*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  598,880*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  598,880*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.2%*

  TYPE OF REPORTING PERSON (See Instructions)

  PN

See Item 5.

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  The Ian G.H. Ashken Living Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Florida

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  625,163*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  625,163*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  625,163*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.3%*

  TYPE OF REPORTING PERSON (See Instructions)

  OO

See Item 5.

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  James E. Lillie

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  40,590*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  435,668*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  435,668*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.2%*

  TYPE OF REPORTING PERSON (See Instructions)

  IN

See Item 5.

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Powder Horn Hill Partners II, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Florida

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  40,590*

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  435,668*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  435,668*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.2%*

  TYPE OF REPORTING PERSON (See Instructions)

  OO

See Item 5.

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Berggruen Holdings Ltd

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  British Virgin Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  12,400,889*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  12,400,889*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  4.99%*

  TYPE OF REPORTING PERSON (See Instructions)

  CO

See Item 5.

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Nicolas Berggruen Charitable Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  British Virgin Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  12,400,889*

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  12,400,889*

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  4.99%*

  TYPE OF REPORTING PERSON (See Instructions)

  OO

See Item 5.

Security and Issuer.

Identity and Background.

This Statement is being jointly filed by Martin E. Franklin (Franklin), the Martin E. Franklin Revocable Trust (the Franklin Trust), MEF Holdings, LLLP, a Delaware limited liability limited partnership (MEF Holdings), MEF Holdings II, LLLP, a Delaware limited liability limited partnership (MEF Holdings II and together with Franklin, the Franklin Trust and MEF Holdings, collectively referred to as the Franklin Reporting Persons), Ian G.H. Ashken (Ashken), Tasburgh, LLC, a Connecticut limited liability company (Tasburgh), IGHA Holdings, LLLP, a Delaware limited liability limited partnership (IGHA Holdings), The Ian G.H. Ashken Living Trust (the Ashken Trust and together with Ashken, Tasburgh and IGHA Holdings, the Ashken Reporting Persons), James E. Lillie (Lillie) and Powder Horn Hill Partners II, LLC, a Florida limited liability company (PHHP, and together with Lillie, the Lillie Reporting Persons), Berggruen Holdings Ltd, a British Virgin Islands business company (BHL), the Nicolas Berggruen Charitable Trust, a British Virgin Islands trust (the NB Charitable Trust and together with BHL, the Berggruen Reporting Persons) pursuant to Rule 13d-1(k) promulgated by the SEC pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. The Franklin Reporting Persons, Ashken Reporting Persons and Lillie Reporting Persons are collectively referred to as the Mariposa Reporting Persons and the Mariposa Reporting Persons and Berggruen Reporting Persons are collectively referred to as the Reporting Persons.

The business address of each of the Mariposa Reporting Persons is 500 South Pointe Drive, Suite 240, Miami Beach, Florida 33139. The business address of BHL is c/o Berggruen Holdings Inc., 304 S. Broadway #550, Los Angeles, CA 90013. The business address of the NB Charitable Trust is Falcon Cliff, Palace Road, Douglas, Isle of Man IM2 4LB.

The present principal business of each of MEF Holdings, MEF Holdings II, Tasburgh, IGHA Holdings and PHHP is that of a private investment entity, engaged in the purchase and sale of securities for investment for its own account. The present principal business of the Franklin Trust and Ashken Trust is managing and holding investments for the benefit of each trusts beneficiaries. Franklin directs the voting and investment activities of the Franklin Trust, MEF Holdings and MEF Holdings II. Ashken directs the voting and investment activities of Tasburgh, IGHA Holdings and the Ashken Trust. Lillie directs the voting and investment activities of PHHP. The present principal business of the NB Charitable Trust is a private investment trust formed to own all of the outstanding capital stock of BHL. The present principal business of BHL is that of a private investment company investing internationally in an extensive range of asset classes on an opportunistic basis, including direct private equity, stocks and bonds, hedge funds, private equity funds, and real estate.

None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, was, during the last five years, a 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.

MEF Holdings and MEF Holdings II are organized under the laws of Delaware, the Franklin Trust is organized under the laws of Florida and Franklin is a citizen of the United Kingdom. Tasburgh is organized under the laws of Connecticut, IGHA Holdings is organized under the laws of Delaware, the Ashken Trust is organized under the laws of Florida and Ashken is a citizen of the United States. PHHP is organized under the laws of Florida and Lillie is a citizen of the United States. Each of BHL and the NB Charitable Trust are organized under the laws of the British Virgin Islands. Justin Topilow, Colin Bird and Tessa Burrows are the three directors of BHL. Mr. Topilow is a citizen of the United States and his business address is c/o Berggruen Holdings Inc., 304 S. Broadway #550, Los Angeles, CA 90013. Each of Mr. Bird and Ms. Burrows are citizens of the United Kingdom and their business address is c/o Maitland Group, Falcon Cliff, Palace Road, Douglas, Isle of Man IM2 4LB. BHL does not have any executive officers.

Source and Amount of Funds or Other Consideration.

Purpose of the Transaction.

Interest in Securities of the Issuer.

As of the date hereof, Franklin beneficially owns 13,855,990 shares of Common Stock consisting of (i) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 12,157,983 shares of Common Stock controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons and (ii) sole power to vote, or to direct the vote, of 1,698,007 shares of Common Stock held, directly or indirectly, by the Ashken Reporting Persons and Lillie Reporting Persons (each as further described below). Each of the Franklin Trust, MEF Holdings and MEF Holdings II has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 9,878,806, 9,309,012 and 2,419,500 shares of Common Stock, respectively. The shares beneficially owned by Franklin consist of (i) 2,419,500 shares held directly by MEF Holdings II, (ii) 2,848,971 shares of Common Stock held by RSMA LLC (all of which are deemed to be beneficially owned by Franklin and 569,794 of which are held directly by the Franklin Trust), (iii) 6,889,512 shares of Common Stock held directly by MEF Holdings, (iv) 1,302,929 shares of Common Stock held directly by Tasburgh (which Franklin has the sole power to vote pursuant to the 2020 Proxy Agreement) and (v) 395,078 shares of Common Stock held directly by PHHP (which Franklin has the sole power to vote pursuant to the 2020 Proxy Agreement). In the aggregate, such 13,855,990, 9,878,806, 9,309,012 and 2,419,500 shares of Common Stock represent approximately 5.6%, 4.0%, 3.7% and 1.0%, respectively, of all outstanding shares of Common Stock (calculated based on 248,752,742 shares of Common Stock outstanding on April 20, 2020 (as reported in the Issuers Quarterly Report on Form 10-Q filed on April 30, 2020)).

On June 5, 2020, BHL sold 500,000 shares of Common Stock in a block trade at a price of $12.00 per share.

The Berggruen Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock on June 30, 2020.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Materials to be Filed as Exhibits.

/s/ Martin E. Franklin

/s/ Desiree DeStefano

/s/ Desiree DeStefano

/s/ Martin E. Franklin