Filing Details

*	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.

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

AMENDMENT NO. 2 TO SCHEDULE 13D

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Kennedy Lewis Management LP (the “Adviser”), KLM GP LLC (“KLM”), Kennedy Lewis Investment Management LLC (“Kennedy Lewis Management”), Kennedy Lewis Investment Holdings LLC (“Holdings I”), Kennedy Lewis Investment Holdings II LLC (“Holdings II”), Kennedy Lewis Capital Partners Master Fund LP (“Master Fund I”), Kennedy Lewis GP LLC (“Fund I GP”), Kennedy Lewis Capital Partners Master Fund II LP (“Master Fund II”), Kennedy Lewis GP II LLC (“Fund II GP”), Kennedy Lewis Capital Partners Master Fund III LP (“Master Fund III”), Kennedy Lewis GP III LLC (“Fund III GP”), Darren Richman and David Chene (collectively, the “Reporting Persons”) on March 28, 2022, as amended by Amendment No. 1 filed on July 7, 2023. This Amendment No. 2 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Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.  Such information is based on 79,343,371 shares of Common Stock of the Issuer outstanding as of May 1, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on May 9, 2023. The Adviser, KLM, Kennedy Lewis Management and Messrs. Richman and Chene may be deemed the beneficial owner of 21,446 shares of Common Stock issued to Mr. Richman as restricted stock that has since vested or upon the vesting of restricted stock units granted by the Issuer to Mr. Richman due to Mr. Richman’s service as a member of the Board (the “Director Shares”).  Mr. Richman holds the Director Shares for the benefit of Master Fund I and Master Fund II. Because Mr. Richman serves on the Board as a representative of the Funds and their affiliates, Mr. Richman does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position and Master Fund I and Master Fund II are entitled to an indirect proportionate pecuniary interest in any securities granted to Mr. Richman by the Issuer in respect of Mr. Richman's Board position.

The Funds delegated to the Adviser voting and investment power over the securities held by the Funds pursuant to an Investment Management Agreement with the Funds. As a result, each of the Adviser, KLM, as the general partner of the Adviser, Kennedy Lewis Management, as the owner of KLM, and Messrs. Richman and Chene, as managing members and control persons of Kennedy Lewis Management, and managing members of each of Holdings I and Holdings II, may be deemed to exercise voting and investment power over the shares of Common Stock directly held by the Funds. Each of the Funds may be deemed the beneficial owner of the Common Stock such Fund holds.  Fund I GP, as general partner of Master Fund I and Holdings I, as managing member of Fund I GP, may be deemed beneficial owners of the Common Stock held by Master Fund I.  Fund II GP, as general partner of Master Fund II and Holdings II, as managing member of Fund II GP, may be deemed beneficial owners of the Common Stock held by Master Fund II.  Fund III GP, as general partner of Master Fund III and Holdings II, as managing member of Fund III GP, may be deemed beneficial owners of the Common Stock held by Master Fund III.

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

The disclosure in Item 4 is incorporated herein by reference.

SIGNATURE

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

Dated as of July 27, 2023