Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 (Name of Issuer)

 

 (Title of Class of Securities)

 

 (CUSIP Number)

 

September 12, 2017, December 31, 2017 **

 (Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

 

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

** This Amendment No. 2 to Schedule 13G is being filed to correct the number of shares reported as beneficially owned by the Reporting Persons in the Initial Schedule 13G, filed September 19, 2017, and Amendment No. 1, filed January 12, 2018.

 

Continued on following pages

Page 1 of 12 Pages

Exhibit Index: Page 11

	SCHEDULE 13G
CUSIP No. 521050104		Page 3 of 13 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	LINDEN GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,948,512 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,948,512 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,948,512 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

 

	SCHEDULE 13G
CUSIP No. 521050104		Page 4 of 13 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	LINDEN ADVISORS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			2,082,408 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,082,408 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,082,408 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

i)

Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”);

ii)

Linden GP LLC, a Delaware limited liability company (“Linden GP”);

iii)

Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”); and

iv)

Siu Min (Joe) Wong (“Mr. Wong”).

This Statement relates to Shares (as defined herein) held for the account of Linden Capital and a separately managed account (the “Managed Account”).  Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital.  Linden Advisors is the investment manager of Linden Capital and the Managed Account.  Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP.  In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by each of Linden Capital and the Managed Account.

i)

Linden Capital is a Bermuda limited partnership.

ii)

Linden GP is a Delaware limited liability company.

iii)

Linden Advisors is a Delaware limited partnership.

iv)

Mr. Wong is a citizen of China (Hong Kong) and the United States.

 

As of September 12, 2017, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 1,297,435 Shares.  This amount consists of: (A) approximately 1,213,504 Shares obtainable upon conversion of $14,198,000 of the Issuer’s 8.0% Convertible Notes due 2019 (“8.0% Notes”) held directly by Linden Capital; and (B) approximately 83,931 Shares obtainable upon conversion of $982,000 of 8.0% Notes held for the Managed Account.  As of September 12, 2017, each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 1,213,504 Shares obtainable upon conversion of $14,198,000 of 8.0% Notes held directly by Linden Capital.

As of December 31, 2017, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 2,082,408 Shares.  This amount consists of: (A) approximately 1,599,829 Shares obtainable upon conversion of $18,718,000 of 8.0% Notes held directly by Linden Capital; (B) approximately 348,683 Shares obtainable upon conversion of $7,996,000 of the Issuer’s 4.25% Convertible Notes due 2018 (“4.25% Notes”) held directly by Linden Capital; (C) approximately 99,316 Shares obtainable upon conversion of $1,162,000 of 8.0% Notes held for the Managed Account; and (D) approximately 34,580 Shares obtainable upon conversion of $793,000 of 4.25% Notes held for the Managed Account.  As of December 31, 2017, each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 1,948,512 Shares, which consists of approximately 1,599,829 Shares obtainable upon conversion of $18,718,000 of 8.0% Notes held directly by Linden Capital and approximately 348,683 Shares obtainable upon conversion of $7,996,000 of 4.25% Notes held directly by Linden Capital.

 

As of September 12, 2017, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 6.1% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 5.8% of Shares outstanding.  (These percentages are based on the sum of (i) 19,881,952 Shares outstanding as of August 25, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed on September 11, 2017, and (ii) the Shares obtainable by the Reporting Person upon conversion of the 8.0% Notes, which have been added to the total Shares outstanding figure in accordance with Rule 13d-3(d)(1)(i) under the Act.)

As of December 31, 2017, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 9.5% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 8.9% of Shares outstanding.  (These percentages are based on the sum of (i) 19,882,366 Shares outstanding as of November 28, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed on December 5, 2017, and (ii) the Shares obtainable by the Reporting Person upon conversion of the 8.0% Notes and 4.25% Notes, which have been added to the total Shares outstanding figure in accordance with Rule 13d-3(d)(1)(i) under the Act.)

 

	LINDEN GP LLC
	By:	/s/ Saul Ahn
		Name: Saul Ahn
		Title: Authorized Signatory

	LINDEN CAPITAL L.P.
	By:	Linden GP LLC, its general partner
	By:	/s/ Saul Ahn
		Name: Saul Ahn
		Title: Authorized Signatory