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.

 

 

 

 

Amendment No. 7 to Schedule 13D

 

The following constitutes Amendment No. 7 ("Amendment No. 7") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by the undersigned. This Amendment No. 7 amends and supplements 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, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Item 4 is hereby amended to add the following:

On March 22, 2021, the Reporting Persons filed a Complaint for Declaratory and Injunctive Relief and Damages (the “Complaint”) against the Issuer and controlling persons of the Issuer in the United States District Court for the District of Maryland to seek to halt the Issuer’s attempt to unilaterally amend the Articles Supplementary in order to avoid the mandatory redemption of certain shares of the Issuer’s preferred stock, including the Shares, required by the Asset Coverage Provision.  In addition, the Complaint states that the plaintiffs believe that the Issuer and its control persons have violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 under the Exchange Act through their acts and omissions with respect to the Shares.  The Complaint requests that the court enjoins the Issuer from continuing to violate the Articles Supplementary, compels the Issuer to redeem the Shares in accordance with the Articles Supplementary and awards the Reporting Persons certain monetary damages.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s Board of Directors, price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

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 as beneficially owned by each person named herein is based upon 3,142,196 Shares outstanding, based on 3,529,293 Shares outstanding as of December 31, 2020, as disclosed in the Issuer’s Form 10-K filed with the SEC on March 18, 2021, minus the 387,097 shares acquired by the Issuer in the tender offer that closed on March 12, 2021, as disclosed in the Issuer’s Form 10-K filed with the SEC on March 18, 2021.

 

Percentage: Approximately 8.2%

 

 

 

Percentage: Approximately 8.2%

 

 

Percentage: Approximately 8.2%

 

 

 

Percentage: Approximately 9.7%

 

 

 

Percentage: Approximately 9.7%

 

 

The filing of this Schedule 13D shall not be deemed 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 securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

 

 

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: March 24, 2021