Filing Details

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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 section 240.13d-7 for other parties to whom copies are to be sent.

 

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

 

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).

 

 

 

 

(1) GPIC, Ltd., an exempted company incorporated in Bermuda directly controlled by GP Investments, Ltd, is the managing member of GPIAC, LLC, a Delaware limited liability company and RMNI InvestCo, LLC, a Delaware limited liability company. GPIC, Ltd. is entitled to voting and investment power over the 13,915,000 shares of the Issuer’s common stock beneficially owned by GPIAC, LLC, RMNI InvestCo, LLC and GPIC, Ltd., including 6,062,500 shares of the Issuer’s common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.

 

(2) Percentage calculated based on (i) 60,005,131 shares of Common Stock outstanding as of June 22, 2018, as disclosed in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on July 2, 2018, plus (ii) 2,896,556 shares of Common Stock issued in connection with the closing of the transactions contemplated by the Securities Purchase Agreement (as such term is defined in Amendment No. 3 to this Schedule 13D), as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2018, plus (iii) 6,062,500 shares of the Issuer's common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.

 

 

 

 

(1) GPIC, Ltd., an exempted company incorporated in Bermuda directly controlled by GP Investments, Ltd, is the managing member of GPIAC, LLC, a Delaware limited liability company and RMNI InvestCo, LLC, a Delaware limited liability company. GPIC, Ltd. is entitled to voting and investment power over the 13,915,000 shares of the Issuer’s common stock beneficially owned by GPIAC, LLC, RMNI InvestCo, LLC and GPIC, Ltd., including 6,062,500 shares of the Issuer’s common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.

 

(2) Percentage calculated based on (i) 60,005,131 shares of Common Stock outstanding as of June 22, 2018, as disclosed in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on July 2, 2018, plus (ii) 2,896,556 shares of Common Stock issued in connection with the closing of the transactions contemplated by the Securities Purchase Agreement (as such term is defined in Amendment No. 3 to this Schedule 13D), as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2018, plus (iii) 6,062,500 shares of the Issuer's common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.

 

 

(1) GPIC, Ltd., an exempted company incorporated in Bermuda directly controlled by GP Investments, Ltd, is the managing member of GPIAC, LLC, a Delaware limited liability company and RMNI InvestCo, LLC, a Delaware limited liability company. GPIC, Ltd. is entitled to voting and investment power over the 13,915,000 shares of the Issuer’s common stock beneficially owned by GPIAC, LLC, RMNI InvestCo, LLC and GPIC, Ltd., including 6,062,500 shares of the Issuer’s common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.

 

(2) Percentage calculated based on (i) 60,005,131 shares of Common Stock outstanding as of June 22, 2018, as disclosed in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on July 2, 2018, plus (ii) 2,896,556 shares of Common Stock issued in connection with the closing of the transactions contemplated by the Securities Purchase Agreement (as such term is defined in Amendment No. 3 to this Schedule 13D), as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2018, plus (iii) 6,062,500 shares of the Issuer's common stock that may be acquired by GPIC, Ltd. within 60 days of the date hereof.

 

Item 6, as amended and restated by Amendment No. 2 to this Schedule 13D and as amended by Amendment No. 3 to this Schedule 13D, is hereby further amended to add the following:

The Requisite Stockholder Approval (as such term is defined in Amendment No. 3 to this Schedule 13D) was obtained at the Issuer's Special Meeting of Stockholders held on July 12, 2018.  The Issuer closed the transactions contemplated by the Securities Purchase Agreement (as such term is defined in Amendment No. 3 to this Schedule 13D) on July 19, 2018. As a result, the voting agreements to which certain of the Issuer's stockholders, including certain of the Reporting Persons, were parties, as previously described in Amendment No. 3 to this Schedule 13D, automatically terminated with no continuing obligations or liabilities upon the parties thereto.