Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)*

 

 

ION Geophysical Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

462044207

(CUSIP Number)

James M. Lapeyre, Jr.

Laitram, L.L.C.

220 Laitram Lane

Harahan, Louisiana 70123

(504) 733-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 20, 2021

(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 which 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 Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	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.

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).

 

 

 

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1.		Name of Reporting Person I.R.S. Identification No. of Above Person (entities only)   James M. Lapeyre, Jr.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   PF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   United States

NUMBER OF SHARES BENEFICIALLY     OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power   528,132 shares of Common Stock, $0.01 par value per share (Common Stock)
				8.		Shared Voting Power   1,109,218 shares of Common Stock
				9.		Sole Dispositive Power   528,132 shares of Common Stock
				10.		Shared Dispositive Power   1,109,218 shares of Common Stock

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,637,350 shares of Common Stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   5.7%*
14.		Type of Reporting Person (See Instructions)   IN

 

*	Based on 28,811,207 shares of Common Stock outstanding as of May 3, 2021, as reported in ION Geophysical Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and filed with the Securities and Exchange Commission on May 6, 2021.

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1.		Name of Reporting Person I.R.S. Identification No. of Above Person (entities only)   Laitram, L.L.C. I.R.S. Identification No. 76-0719479
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   BK, WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization   Louisiana

NUMBER OF SHARES BENEFICIALLY     OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power   979,816 shares of Common Stock
				8.		Shared Voting Power   0 shares of Common Stock
				9.		Sole Dispositive Power   979,816 shares of Common Stock
				10.		Shared Dispositive Power   0 shares of Common Stock

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   979,816 shares of Common Stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)   3.4%*
14.		Type of Reporting Person (See Instructions)   OO (Limited Liability Company)

 

*	Based on 28,811,207 shares of Common Stock outstanding as of May 3, 2021, as reported in ION Geophysical Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and filed with the Securities and Exchange Commission on May 6, 2021.

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SCHEDULE 13D

Preliminary Statement

This filing amends a Schedule 13D filed by The Laitram Corporation, the predecessor of Laitram, L.L.C., a Louisiana limited liability company (Laitram) on March 25, 1999 and amendments thereto filed on April 28, 2003, January 13, 2004, July 2, 2004, March 23, 2005, December 8, 2015, September 12, 2016, October 5, 2016 and November 7, 2016, and a Schedule 13D filed by James M. Lapeyre, Jr. on February 4, 1999 and amendments thereto filed on April 28, 2003, January 13, 2004, July 2, 2004, March 23, 2005, December 8, 2015, September 12, 2016, October 5, 2016 and November 7, 2016. Information in this Amendment No. 9 to the Schedule 13D is presented as of June 15, 2021.

This filing relates to equity securities of ION Geophysical Corporation, a Delaware corporation (ION). Only the amendments to the Schedules listed above resulting from the transactions reported in Item 5 and from events occurring after November 3, 2016 are reproduced below. For a discussion of prior acquisitions and related matters, please see each original Schedule 13D and the amendments thereto.

James M. Lapeyre, Jr. is the President of Laitram. He is also a director of ION and Chairman of its Board of Directors. As a director of ION, Mr. Lapeyre may take an active role in corporate strategy and business decisions involving ION. As a precautionary measure, Mr. Lapeyre and Laitram have elected to file this Statement on Schedule 13D rather than Schedule 13G given Mr. Lapeyres role as Chairman of the Board of ION, and in case Mr. Lapeyres actions in his capacity as an ION director are attributed to Laitram or should Laitram, as a shareholder of ION, be a participant in a transaction involving ION. The election to file on Schedule 13D shall not be deemed an acknowledgment or admission by Laitram that the actions of Mr. Lapeyre are attributable to Laitram, and Laitram hereby disclaims any such actions by Mr. Lapeyre. The election to file on Schedule 13D shall not be deemed an acknowledgment or admission by Mr. Lapeyre or Laitram that such a statement is required to be filed pursuant to Section 240.13d-1(e), or otherwise, or that Mr. Lapeyre or Laitram holds securities of ION with a purpose or effect of changing or influencing the control of ION, or in connection with or as a participant in any transaction having that purpose or effect. The election to file on Schedule 13D shall not be deemed an acknowledgment or admission by Mr. Lapeyre or Laitram that they do not continue to be eligible to file a statement on Schedule 13G, pursuant to Section 240.13d-1(c), as persons who, among other things, have not acquired such securities with any purpose of, or with the effect of, changing or influencing the control of ION, or in connection with or as a participant in any transaction having that purpose or effect.

ITEM 1. Security and Issuer.

The class of equity securities to which this statement relates is the common stock, $0.01 par value per share (the Common Stock), of ION, whose principal executive offices are located at 2105 CityWest Blvd., Suite 100, Houston, Texas 77042.

ITEM 2. Identity and Background.

(a) This statement is filed on behalf of Laitram and Mr. Lapeyre (each a Reporting Person and collectively, the Reporting Persons). The Reporting Persons have entered into a Joint Filing Agreement, dated as of December 8, 2015, a copy of which is incorporated by reference as Exhibit 99.1.

(b) Mr. Lapeyres address is, and the address and address of the principal offices of Laitram and Laitram Group, Inc. is, 220 Laitram Lane, Harahan, Louisiana 70123. Laitram is a wholly-owned subsidiary of Laitram Group, Inc.

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(c) Mr. Lapeyre is currently employed as the President of Laitram. Laitrams principal business is acting as the parent holding company of five wholly-owned subsidiaries which design, manufacture and sell industrial products. Its parent company, Laitram Group, Inc., is a holding company for Laitram and is a Louisiana corporation. The information required to be reported under this Item 2 with respect to each executive officer, manager and controlling person of Laitram, and each officer and director of Laitram Group, Inc., the parent company of Laitram, is set forth in Schedule A attached hereto and incorporated herein by reference.

(d)(e) During the last five years, neither Mr. Lapeyre, Laitram nor its predecessors nor, to the best of its knowledge, Laitram Group, Inc. nor any of the persons listed on Schedule A hereto has been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of them 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.

(f) Mr. Lapeyre and each of the individuals listed on Schedule A hereto is a citizen of the United States. Laitram and Laitram Group, Inc. are organized and incorporated, respectively, under the laws of the State of Louisiana.

ITEM 3. Source and Amount of Funds or Other Consideration.

The purchase price for the shares of ION Common Stock and other securities of ION held directly or indirectly by Mr. Lapeyre as reported in Item 5 was funded through personal funds.

The purchase price for the shares of ION Common Stock and other securities of ION purchased by Laitram, as described in Item 5, was funded through internally generated funds and/or Laitrams revolving line of credit with J.P. Morgan Chase Bank, N.A., as lender and as agent for Regions Bank, Capital One, National Association, Wells Fargo Bank N.A. and Hancock Whitney Bank. The total aggregate principal amount of the line of credit is $275,000,000. The line of credit is evidenced by an Amended and Restated Credit Agreement (the Credit Agreement) dated April 25, 2017, by and among Laitram, its parent and subsidiary companies, and the lenders, as amended by the First Amendment to the Credit Agreement, dated as of January 16, 2018, the Second Amendment to the Credit Agreement dated June 8, 2018, the Third Amendment to the Credit Agreement dated May 9, 2019, and the Fourth Amendment to the Credit Agreement dated November 13, 2020, in each case by and among Laitram, its parent and subsidiary companies, and the lenders. The Credit Agreement and the amendments are filed as Exhibits 99.2, 99.3, 99.4, 99.5 and 99.6, respectively, to this amended Schedule 13D.

To the best of Laitrams knowledge, the persons listed on Schedule A attached hereto used personal funds to make their purchases of ION Common Stock.

ITEM 4. Purpose of Transaction.

Mr. Lapeyre received 107,859 shares of ION Common Stock as a commitment fee for serving as a backstop party in the Rights Offering described in Item 5(c). The other shares of ION Common Stock reported herein as beneficially owned by Laitram and Mr. Lapeyre were acquired through open market transactions, directly from ION in lieu of directors fees, or as a distribution from Laitram Group, Inc. As set forth in Item 5 of this Schedule 13D, Mr. Lapeyre disclaims the beneficial ownership of certain of those shares.

The Reporting Persons hold Common Stock of ION as an investment. Subject to market conditions and other factors deemed relevant to the Reporting Persons or the persons named on Schedule A or in Item 5, any of them may purchase, directly or indirectly, additional shares of ION Common Stock or dispose of some or all of such shares in open market purchases or privately negotiated transactions. The Reporting Persons also may receive additional shares of ION Common Stock upon conversion of the debt securities described in Item 5(c).

To the best of the knowledge of Laitram, each of the persons named on Schedule A attached hereto and in Item 5, acquired the shares of ION Common Stock reported herein as beneficially owned by such person for purposes of investment and not for the purpose of changing the control of ION.

Mr. Lapeyre, the President of Laitram, is a director of ION and chairman of its Board of Directors. In his capacity with ION, and in keeping with his fiduciary duties as a director, Mr. Lapeyre may from time to time consider,

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discuss with senior management, and participate in Board deliberations about plans or proposals relating to: the acquisition or disposition of securities of ION; extraordinary corporate transactions involving ION or any of its subsidiaries; selling or transferring a material amount of assets of ION or any of its subsidiaries; changing the present board of directors or management of ION; materially changing the present capitalization or dividend policy of ION; making other material changes in IONs business or corporate structure; changing IONs charter, bylaws or instruments corresponding thereto or other actions which may affect control of ION; causing the ION Common Stock no longer to be quoted on the New York Stock Exchange (the NYSE); causing ION securities to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the Exchange Act); or taking any action similar to any of those enumerated above. The actions of Mr. Lapeyre in his capacity as an ION director and chairman of its Board of Directors may be attributable to Laitram. In such case, Laitram, may be deemed from time to time to consider plans or proposals relating to, or may be a participant, as a shareholder of ION, in the foregoing transactions.

Other than as described in this Amendment No. 9 or in the original Schedule 13Ds filed by The Laitram Corporation and Mr. Lapeyre or in other amendments thereto, neither Laitram nor, to the best of its knowledge, any of the persons named on Schedule A attached hereto has any plans or proposals that relate to or would result in any of the following actions:

 

the acquisition by any person of additional securities of ION or the disposition of securities of ION;

 

an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving ION or any of its subsidiaries;

 

a sale or transfer of a material amount of assets of ION or any of its subsidiaries;

 

any change in the present board of directors or management of ION, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board;

 

any material change in the present capitalization or dividend policy of ION;

 

any other material change in IONs business or corporate structure;

 

changes in IONs charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of ION by any person;

 

causing a class of securities of ION to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association;

 

causing a class of securities of ION to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

 

any action similar to any of those enumerated above.

ITEM 5. Interest in Securities of the Issuer.

(a)(b) Mr. Lapeyre may be deemed to be the beneficial owner of 1,637,350 shares of ION Common Stock, representing approximately 5.7% of the shares of ION Common Stock believed to be outstanding. Mr. Lapeyre has the sole power to vote or direct the vote and to dispose or direct the disposition of 528,132 shares of ION Common Stock reported herein as beneficially owned by him (which amount includes 2,500 shares of unvested restricted ION Common Stock over which Mr. Lapeyre has voting rights). Mr. Lapeyre may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of 1,109,218 shares of ION Common Stock reported herein as beneficially owned by him as indicated below.

Mr. Lapeyre shares the power to vote or direct the vote and to dispose or direct the disposition of shares of ION Common Stock owned jointly by him with his children as follows: (1) 42,850 shares of ION Common Stock in a joint account with James M. Lapeyre, III, (2) 42,850 shares of ION Common Stock in a joint account with Killian Lapeyre, and (3) 43,702 shares of ION Common Stock in a joint account with Sarah Lapeyre Stokes. Pursuant to Rule 13d-4 under the Exchange Act, Mr. Lapeyre disclaims the beneficial ownership of the shares owned by each of his three children but reported herein as beneficially owned by him.

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Mr. Lapeyres wife is Sally Huger Lapeyre and his children are James M. Lapeyre, III, Killian Lapeyre and Sarah Lapeyre Stokes. The address of Sally Huger Lapeyre and Sarah Lapeyre Stokes is c/o Mr. James M. Lapeyre, Jr., 220 Laitram Lane, Harahan, Louisiana 70123. Sally Lapeyre is not employed and Sarah Lapeyre Stokes is a Human Resource Specialist at Laitram. During the last five years, neither of Sally Huger Lapeyre nor Sarah Lapeyre Stokes has been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to a judgment, order, 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. Each of Sally Huger Lapeyre and Sarah Lapeyre Stokes is a citizen of the United States. For the address, principal occupation, citizenship and information on certain proceedings of James M. Lapeyre, III and Killian Lapeyre, please see Item 2 and Schedule A.

Laitram is the beneficial owner of 979,816 shares of ION Common Stock, representing approximately 3.4% of the shares of ION Common Stock believed to be outstanding. James M. Lapeyre, Jr. has the sole power as President of Laitram to vote or direct the vote and to dispose or direct the disposition of Laitrams shares of ION Common Stock, unless the Board of Managers of Laitram changes that power, in which case Mr. Lapeyre may be deemed to share such power with the Board. Notwithstanding the foregoing, the Reporting Persons consider that Laitram has the sole power to vote or direct the vote and to dispose or direct the disposition of its shares. Pursuant to Rule 13d-4 under the Exchange Act, Mr. Lapeyre disclaims the beneficial ownership of these 979,816 shares.

Laitram Group, Inc. owns no shares of ION Common Stock.

To the best of the knowledge of Laitram, the officers, managers and controlling persons of Laitram, and the officers and directors of Laitram Group, Inc., all listed on Schedule A hereto (other than Mr. Lapeyre who is addressed above), own shares of ION Common Stock as follows:

Philip F. Lapeyre is the beneficial owner of 24,133 shares of ION Common Stock, representing less than 1% of the shares of ION Common Stock believed to be outstanding. Philip F. Lapeyre has the sole power to vote or direct the vote and to dispose or direct the disposition of these shares. Philip Lapeyre, in his capacity as trustee of a trust for the benefit of G. Charles Lapeyre and Amy M. Lapeyres three children (see below), may be deemed to be the beneficial owner of 115 shares owned by the trust. He has sole voting and dispositive power with respect to those shares, but disclaims beneficial ownership thereof.

Mr. and Mrs. Lapeyres three children are the beneficiaries of a trust, of which Andrew B. Lapeyre is the trustee (see below), that beneficially owns 23,276 shares of ION Common Stock, of which Mr. and Mrs. Lapeyre disclaim beneficial ownership. The three children are also beneficiaries of a second trust of which Robert S. Lapeyre is the trustee (see below), that beneficially owns 4,000 shares of ION Common Stock, of which Mr. and Mrs. Lapeyre disclaim beneficial ownership.

Mr. Lapeyre and Mrs. Lapeyre also share the power to vote or direct the vote and to dispose or direct the disposition of shares of ION Common Stock owned jointly by them and their children as follows: (1) 66 shares of ION Common Stock in a joint account with Margot Lapeyre, (2) 66 shares of ION Common Stock in a joint account with Philip Lapeyre, Jr. and (3) 66 shares of ION Common Stock in a joint account with Walter Lapeyre. Pursuant to Rule 13d-4 under the Exchange Act, Mr. Lapeyre disclaims the beneficial ownership of the shares owned jointly with his wife and children but reported herein as beneficially owned by him.

Mr. Lapeyres wife is Lisa A. Lapeyre and his children are Margot Lapeyre, Philip Lapeyre, Jr. and Walter Lapeyre. The address of each of Mrs. Lapeyre, Margot Lapeyre, Philip Lapeyre, Jr. and Walter Lapeyre is c/o Mr. Philip F. Lapeyre, 220 Laitram Lane, Harahan, Louisiana 70123. Mrs. Lapeyre, Margot Lapeyre, Philip Lapeyre, Jr. and Walter Lapeyre are not employed. During the last five years, none of Mrs. Lapeyre, Margot Lapeyre, Philip Lapeyre, Jr. or Walter Lapeyre has been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she was or is subject to a judgment, order, 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. Each of Mrs. Lapeyre, Margot Lapeyre, Philip Lapeyre, Jr. and Walter Lapeyre is a citizen of the United States.

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Robert S. Lapeyre may be deemed to be the beneficial owner of 2,833 shares of ION Common Stock, representing less than 1% of the shares of ION Common Stock believed to be outstanding. Robert S. Lapeyre has the sole power to vote or direct the vote and to dispose or direct the disposition of all 2,833 shares of ION shares reported herein as beneficially owned by him. Robert S. Lapeyre is the trustee of a trust for the benefit of the three children of Philip F. Lapeyre, and in that capacity may be deemed the beneficial owner of 4,000 shares owned by the trust. He has sole voting and dispositive power with respect to those shares, but disclaims beneficial ownership thereof.

Andrew B. Lapeyre, in his capacity as trustee of a trust for the benefit of Philip Lapeyres children, may be deemed the beneficial owner of 23,276 shares owned by the trust. He has sole voting and dispositive power with respect to those shares, but disclaims beneficial ownership thereof.

Clay Beery, Edel F. Blanks and Robert D. Munch, Jr. do not own any shares of ION Common Stock.

G. Charles Lapeyre may be deemed to be the beneficial owner of 11,902 shares of ION Common Stock, representing less than 1% of the shares of ION Common Stock believed to be outstanding. G. Charles Lapeyre has the sole power to vote or direct the vote and to dispose or direct the disposition of all 11,902 shares reported herein as beneficially owned by him.

G. Charles Lapeyre and Amy M. Lapeyres three children are the beneficiaries of a trust, of which Philip F. Lapeyre is the trustee, that beneficially owns 115 shares of ION Common Stock, of which Mr. and Mrs. Lapeyre disclaim beneficial ownership.

Mr. Lapeyre and Mrs. Lapeyre also share the power to vote or direct the vote and to dispose or direct the disposition of shares of ION Common Stock owned jointly by them and their children as follows: (1) 300 shares of ION Common Stock in a joint account with Rebecca Lapeyre, (2) 300 shares of ION Common Stock in a joint account with Charles Lapeyre and (3) 302 shares of ION Common Stock in a joint account with Kathryn Lapeyre. Pursuant to Rule 13d-4 under the Exchange Act, Mr. Lapeyre disclaims the beneficial ownership of the shares owned jointly with his wife and children but reported herein as beneficially owned by him.

Mr. Lapeyres wife is Amy M. Lapeyre and his children are Rebecca Lapeyre, Charles Lapeyre and Kathryn Lapeyre. The address of each of Mrs. Lapeyre, Rebecca Lapeyre, Charles Lapeyre and Kathryn Lapeyre is c/o G. Charles Lapeyre, 220 Laitram Lane, Harahan, Louisiana 70123. Mrs. Lapeyre is not employed. Rebecca Lapeyre works for a start-up company in the Asheville, North Carolina area, Charles Lapeyre is a Project Manager for Carriere-Stumm Construction in New Orleans, and Kathryn Lapeyre works for the University of Georgia in Athens, GA as an academic counselor.    During the last five years, none of Mrs. Lapeyre, Rebecca Lapeyre, Charles Lapeyre or Kathryn Lapeyre has been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she was or is subject to a judgment, order, 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. Each of Mrs. Lapeyre, Rebecca Lapeyre, Charles Lapeyre and Kathryn Lapeyre is a citizen of the United States.

Monique Lapeyre McCleskey is the beneficial owner of 2,254 shares of ION Common Stock, representing less than 1% of the shares of ION Common Stock believed to be outstanding.

James M. Lapeyre, III is the beneficial owner of 73,083 shares of ION Common Stock, representing less than 1% of the shares of ION Common Stock believed to be outstanding. James M. Lapeyre, III has the sole power to vote or direct the vote and to dispose or direct the disposition of these shares.

Killian H. Lapeyre is the beneficial owner of 60,073 shares of ION Common Stock, representing less than 1% of the shares of ION Common Stock believed to be outstanding. Killian H. Lapeyre has the sole power to vote or direct the vote and to dispose or direct the disposition of these shares.

Each of James M. Lapeyre, III, Killian H. Lapeyre and Sarah Lapeyre Stokes may be deemed to beneficially own 30,006 shares of ION Common Stock held by S&J Lapeyre, L.L.C., a Louisiana limited liability company (S&J) by sharing the power to vote or direct the vote and to dispose or direct the disposition of such shares as managers of S&J. James M. Lapeyre, Jr. and Sally Huger Lapeyre are each members of S&J, but not managers. S&Js 30,006

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shares have not been included herein in the 1,637,350 shares of ION Common Stock of which Mr. Lapeyre may be deemed the beneficial owner. Pursuant to Rule 13d-4 under the Exchange Act, each of James M. Lapeyre, III, Killian H. Lapeyre and Sarah Lapeyre Stokes disclaims the beneficial ownership of these 30,006 shares. For the address, principal occupation, citizenship and information on certain proceedings of Sarah Lapeyre Stokes, please see above.

Pursuant to Rule 13d-4 under the Exchange Act, Laitram disclaims the beneficial ownership of all shares of ION Common Stock reported herein as beneficially owned by each of the persons named on Schedule A attached hereto except for the 979,816 shares reported herein as beneficially owned by Mr. James M. Lapeyre, Jr. but owned of record by Laitram.

(c) In the past sixty days, neither Laitram, nor, to the best of its knowledge, any person listed on Schedule A hereto, has effected any transactions involving the Common Stock of ION, except for the following:

On April 20, 2021, ION completed an offer to exchange (the Exchange Offer) its 9.125% Senior Secured Second Priority Notes due 2021 for newly issued 8.00% Senior Secured Second Priority Notes due 2025 (the Notes) and other consideration in the form of cash and ION Common Stock, and a rights offering (the Rights Offering) to holders of its Common Stock to purchase (i) $2.78 principal amount of the Notes per right, at a purchase price of 100% of the principal amount thereof or (ii) 1.08 shares of Common Stock per right, at a purchase price of $2.57 per whole share of Common Stock. The Exchange Offer is described in IONs Prospectus related thereto dated as of March 10, 2021 and filed with the SEC on that date, and the Rights Offering is described in IONs Prospectus related thereto dated as of March 10, 2021 and filed with the SEC on that date.

Laitram and James M. Lapeyre, Jr. acquired 1,019,065 and 650,000 subscription rights, respectively, in the Rights Offering, which were then exercised to purchase $2,698,000 and $1,792,000, respectively, in principal amount of Notes. Laitram and Mr. Lapeyre received an additional $135,000 and $15,000, respectively, in principal amount of Notes as a fee for serving as backstop parties in the Rights Offering. The Notes are convertible at any time prior to the close of business on the business day immediately preceding their December 15, 2025 maturity date into shares of ION Common Stock at an initial conversion rate of 333 shares of Common Stock per $1,000 principal amount of Notes (subject to adjustment), equivalent to 944,333 shares of Common Stock for Laitram and 602,333 shares of Common Stock for Mr. Lapeyre. Upon conversion of a Note, ION may satisfy its conversion obligation by paying or delivering cash, shares of its Common Stock or a combination of cash and shares of Common Stock, at IONs election. Because the form of payment (cash or shares) is at IONs discretion, neither of the Reporting Persons has a right to acquire the shares that may be issued upon conversion of the Notes, so they are not deemed to beneficially own the conversion shares at this time.

One share of Series A Preferred Stock (the Series A Preferred Stock) was issued to the trustee of the Notes to (i) provide certain rights and protections to holders of the Notes and (ii) allow, under certain circumstances, the holders of Notes to vote on an as-converted basis. The Notes trustee shall take direction from holders of 50.1% of the Notes for any action requiring the consent of the holder of the Series A Preferred Stock or each act on which the holder of the Series A Preferred Stock is entitled to vote.

Following a default or event of default under the indenture governing the Notes, the Series A Preferred Stock will be entitled to vote with the Common Stock of ION as a single class and having voting power equal to the number of shares of Common Stock issuable upon the conversion of the Notes. In addition, at all times when the Common Stock is entitled to vote, the Series A Preferred Stock will be entitled to vote with the Common Stock as a single class and having voting powers equal to the number of shares of Common Stock issuable upon the conversion of the Notes for any transaction (a) modifying, amending, supplementing, or waiving any provision of IONs organizational documents or (b) entering into any merger, consolidation, sale of all or substantially all of IONs assets, or other business combination transactions. The holder of the Series A Preferred Stock will have the right to appoint two (2) directors to IONs board of directors, both of whom must be independent.

In addition to Notes, Mr. Lapeyre received 107,859 shares of ION Common Stock as a commitment fee for serving as a backstop party in the Rights Offering.

The foregoing description of the terms of the Notes does not purport to be complete and is qualified in its entirely by reference to the Current Report on Form 8-K filed by ION on April 22, 2021 and the indenture for the Notes which is Exhibit 4.1 thereto.

CUSIP No. 462044207		Page 10 of 13

 

(d) James M. Lapeyre, Jr. may be deemed an affiliate of Laitram as an officer and manager thereof and by reason of his voting power of the capital stock thereof and may therefore be deemed indirectly to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ION Common Stock owned of record by Laitram, and such indirect right or power relates to more than 5% of the shares of ION Common Stock believed to be outstanding.

Certain shares of ION Common Stock owned by persons listed on Schedule A hereto who are married may be deemed community property under Louisiana law, and in that case both spouses would be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares. In addition, both parents of minor children who are record owners of ION Common Stock would be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares owned of record by their children. Joint account owners share with each other the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of ION Common Stock owned jointly by them. Both Mr. and Mrs. James M. Lapeyre, Jr. are deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares owned by them as trustees.

(e) Laitram ceased to be the beneficial owner of more than five percent of IONs Common Stock on April 20, 2021.

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

See Item 5(c).

ITEM 7. Material to be Filed as Exhibits.

The description of the contents of any document referred to in this Schedule 13D and filed or incorporated by referenced as an exhibit hereto is necessarily not complete and, in each instance, reference is made to the document itself which is filed as an exhibit herewith or incorporated as an exhibit herein by reference.

 

EXHIBIT 99.1		Joint Filing Agreement dated December 8, 2015, by and among Laitram, L.L.C. and James M. Lapeyre, Jr. (Incorporated by reference to Exhibit 99.1 to Amendment No. 5 to Schedule 13D filed on December 8, 2015).
*EXHIBIT 99.2		Amended and Restated Credit Agreement, dated April 25, 2017, by and among Laitram, L.L.C., Intralox, L.L.C., Lapeyre Properties, L.L.C. and Laitram Machinery, Inc., as borrowers, Laitram Group, Inc., as parent, and J.P. Morgan Chase Bank, N.A., as administrative agent, swingline lender, and lender, and Regions Bank, Capital One, National Association, Whitney Bank and Wells Fargo Bank, N.A., as lenders.
*EXHIBIT 99.3		First Amendment to Amended and Restated Credit Agreement, dated January 16, 2018, by and among Laitram, L.L.C., Intralox, L.L.C., Lapeyre Properties, L.L.C. and Laitram Machinery, Inc., as borrowers, Laitram Group, Inc., as parent, and J.P. Morgan Chase Bank, N.A., as administrative agent, swingline lender, and lender, and Regions Bank, Capital One, National Association, Whitney Bank and Wells Fargo Bank, N.A., as lenders.

CUSIP No. 462044207		Page 11 of 13

 

*EXHIBIT 99.4		Second Amendment to Amended and Restated Credit Agreement, dated June 8, 2018, by and among Laitram, L.L.C., Intralox, L.L.C., Lapeyre Properties, L.L.C. and Laitram Machinery, Inc., as borrowers, Laitram Group, Inc., as parent, and J.P. Morgan Chase Bank, N.A., as administrative agent, swingline lender, and lender, and Regions Bank, Capital One, National Association, Hancock Whitney Bank and Wells Fargo Bank, N.A., as lenders.
*EXHIBIT 99.5		Third Amendment to Amended and Restated Credit Agreement, dated May 9, 2019, by and among Laitram, L.L.C., Intralox, L.L.C., Lapeyre Properties, L.L.C. and Laitram Machinery, Inc., as borrowers, Laitram Group, Inc., as parent, and J.P. Morgan Chase Bank, N.A., as administrative agent, swingline lender, and lender, and Regions Bank, Capital One, National Association, Hancock Whitney Bank and Wells Fargo Bank, N.A., as lenders.
*EXHIBIT 99.6		Fourth Amendment to Amended and Restated Credit Agreement, dated November 13, 2020, by and among Laitram, L.L.C., Intralox, L.L.C., Lapeyre Properties, L.L.C. and Laitram Machinery, Inc., as borrowers, Laitram Group, Inc., as parent, and J.P. Morgan Chase Bank, N.A., as administrative agent, swingline lender, and lender, and Regions Bank, Capital One, National Association, Hancock Whitney Bank and Wells Fargo Bank, N.A., as lenders.
EXHIBIT 99.7		Registration Rights Agreement dated as of November 16, 1998 by and between I/O and The Laitram Corporation. (Incorporated by reference to Exhibit 99.2 to the Form 8-K filed on behalf of I/O on November 30, 1998, Commission File No. 1-13402).

 

*	Filed herewith.

SIGNATURE

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

 

 

Dated: June 15, 2021

SCHEDULE A

Officers, Managers, and Controlling Persons of Laitram, L.L.C.

 

Name		Officer/Manager		Business Address		Principal Occupation
James M. Lapeyre, Jr.		President; Manager		220 Laitram Lane Harahan, Louisiana 70123		President of Laitram, L.L.C.
Clay Beery		General Counsel and Secretary; Manager		220 Laitram Lane Harahan, Louisiana 70123		General Counsel and Secretary of Laitram, L.L.C.
Robert D. Munch, Jr.		Treasurer; Manager		220 Laitram Lane Harahan, Louisiana 70123		Treasurer of Laitram, L.L.C.
Laitram Group, Inc.		Parent Company		220 Laitram Lane Harahan, Louisiana 70123
Officers and Directors of Laitram Group, Inc.
Name		Officer/Manager		Business Address		Principal Occupation
James M. Lapeyre, Jr.		President; Director		220 Laitram Lane Harahan, Louisiana 70123		President of Laitram, L.L.C
G. Charles Lapeyre		Director		c/o Laitram, L.L.C. 220 Laitram Lane Harahan, Louisiana 70123		Private Investor
Philip F. Lapeyre		Director		220 Laitram Lane Harahan, Louisiana 70123		Technical Support, Laitram Machine Shop, L.L.C.
Monique Lapeyre McCleskey		Director		c/o Laitram, L.L.C. 220 Laitram Lane Harahan, Louisiana 70123		Project Coordinator at Laitram, L.L.C.
Robert S. Lapeyre		Director		220 Laitram Lane Harahan, Louisiana 70123		Project Manager at Laitram, L.L.C.
Andrew B. Lapeyre		Director		201 Laitram Lane Harahan, Louisiana 70123		Production Scheduler at Intralox, L.L.C.

Edel F. Blanks		Director		220 Laitram Lane Harahan, Louisiana 70123		President of Intralox, L.L.C.
James M. Lapeyre, III		Director		220 Laitram Lane Harahan, Louisiana 70123		Commercial Manager of Laitram Machinery, Inc.
Killian H. Lapeyre		Director		220 Laitram Lane Harahan, Louisiana 70123		Industry Team Leader, Intralox, L.L.C.
Clay Beery		Secretary		220 Laitram Lane Harahan, Louisiana 70123		General Counsel and Secretary of Laitram, L.L.C.
Robert D. Munch, Jr.		Treasurer		220 Laitram Lane Harahan, Louisiana 70123		Treasurer of Laitram, L.L.C.

EXHIBIT INDEX

 

EXHIBIT 99.1		Joint Filing Agreement dated December 8, 2015, by and among Laitram, L.L.C. and James M. Lapeyre, Jr. (Incorporated by reference to Exhibit 99.1 to Amendment No. 5 to Schedule 13D filed on December 8, 2015).
*EXHIBIT 99.2		Amended and Restated Credit Agreement, dated April 25, 2017, by and among Laitram, L.L.C., Intralox, L.L.C., Lapeyre Properties, L.L.C. and Laitram Machinery, Inc., as borrowers, Laitram Group, Inc., as parent, and J.P. Morgan Chase Bank, N.A., as administrative agent, swingline lender, and lender, and Regions Bank, Capital One, National Association, Whitney Bank and Wells Fargo Bank, N.A., as lenders.
*EXHIBIT 99.3		First Amendment to Amended and Restated Credit Agreement, dated January 16, 2018, by and among Laitram, L.L.C., Intralox, L.L.C., Lapeyre Properties, L.L.C. and Laitram Machinery, Inc., as borrowers, Laitram Group, Inc., as parent, and J.P. Morgan Chase Bank, N.A., as administrative agent, swingline lender, and lender, and Regions Bank, Capital One, National Association, Whitney Bank and Wells Fargo Bank, N.A., as lenders.
*EXHIBIT 99.4		Second Amendment to Amended and Restated Credit Agreement, dated June 8, 2018, by and among Laitram, L.L.C., Intralox, L.L.C., Lapeyre Properties, L.L.C. and Laitram Machinery, Inc., as borrowers, Laitram Group, Inc., as parent, and J.P. Morgan Chase Bank, N.A., as administrative agent, swingline lender, and lender, and Regions Bank, Capital One, National Association, Hancock Whitney Bank and Wells Fargo Bank, N.A., as lenders.
*EXHIBIT 99.5		Third Amendment to Amended and Restated Credit Agreement, dated May 9, 2019, by and among Laitram, L.L.C., Intralox, L.L.C., Lapeyre Properties, L.L.C. and Laitram Machinery, Inc., as borrowers, Laitram Group, Inc., as parent, and J.P. Morgan Chase Bank, N.A., as administrative agent, swingline lender, and lender, and Regions Bank, Capital One, National Association, Hancock Whitney Bank and Wells Fargo Bank, N.A., as lenders.
*EXHIBIT 99.6		Fourth Amendment to Amended and Restated Credit Agreement, dated November 13, by and among Laitram, L.L.C., Intralox, L.L.C., Lapeyre Properties, L.L.C. and Laitram Machinery, Inc., as borrowers, Laitram Group, Inc., as parent, and J.P. Morgan Chase Bank, N.A., as administrative agent, swingline lender, and lender, and Regions Bank, Capital One, National Association, Hancock Whitney Bank and Wells Fargo Bank, N.A., as lenders.
EXHIBIT 99.7		Registration Rights Agreement dated as of November 16, 1998 by and between I/O and The Laitram Corporation. (Incorporated by reference to Exhibit 99.2 to the Form 8-K filed on behalf of I/O on November 30, 1998, Commission File No. 1-13402).

 

*	Filed herewith.