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.
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* | 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. |
1
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NAME OF REPORTING PERSON
Whitebox Advisors, LLC
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||
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)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☒
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
8,524,040 (See Item 2)
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||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
8,524,040 (See Item 2)
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,524,040 (See Item 2)
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||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4%*
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14
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
* | Percent of class is calculated based on 41,379,814 shares of Common Stock issued and outstanding as of November 25, 2015 as reported in the Issuer's Form 8-K filed on November 25, 2015, and 345,135 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Persons' beneficial ownership. |
1
|
NAME OF REPORTING PERSON
Whitebox General Partner LLC
|
||
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)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
8,524,040 (See Item 2)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
8,524,040 (See Item 2)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,524,040 (See Item 2)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4%*
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
* | Percent of class is calculated based on 41,379,812 shares of Common Stock issued and outstanding as of November 25, 2015 as reported in the Issuer's Form 8-K filed on November 25, 2015, and 345,135 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Persons' beneficial ownership. |
1
|
NAME OF REPORTING PERSON
Whitebox Multi-Strategy Partners, L.P.
|
||
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)
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,349,519 (See Item 2)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,349,519 (See Item 2)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,349,519 (See Item 2)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%*
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
* | Percent of class is calculated based on 41,379,812 shares of Common Stock issued and outstanding as of November 25, 2015 as reported in the Issuer's Form 8-K filed on November 25, 2015, and 345,135 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Persons' beneficial ownership. |
Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
|
Item 7.
|
Material to Be Filed as Exhibits
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Exhibit No.
|
Description
|
|
99.12
|
Schedule of Transactions in the Common Shares by the Reporting Persons
|
|
|
|
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Exhibit No. |
Description
|
|
99.13
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List of Executive Officers and Board of Managers of Whitebox Advisors, LLC and certain information regarding such persons.
|
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Exhibit No.
|
Description
|
|
99.14
|
List of the Board of Whitebox General Partners LLC and certain information regarding such persons.
|
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Exhibit No.
|
Description
|
|
99.15
|
Joint Filing Agreement, dated December 8, 2015, among the Reporting Persons.
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WHITEBOX ADVISORS, LLC
|
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By:
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/s/ Mark Strefling
|
|
Mark Strefling
|
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Chief Operating Officer
|
By:
|
/s/ Mark Strefling
|
|
Mark Strefling
|
||
Whitebox Advisors, LLC
Chief Operating Officer
|
By:
|
Whitebox General Partner, LLC
|
|
By:
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/s/ Mark Strefling
|
|
Mark Strefling
Whitebox Advisors, LLC
Chief Operating Officer
|
Date of Transaction
|
Title of Class
|
Number of Shares/
Units Acquired
|
Number of Shares/
Units Disposed
|
Price Per
Share/Unit
|
10/30/2015
|
Common stock
|
N/A
|
96,600
|
$22.8580
|
11/2/2015
|
Common stock
|
N/A
|
17,000
|
$ 22.6915
|
11/3/2015
|
Common stock
|
N/A
|
20,000
|
$ 22.4991
|
11/30/2015
|
Common stock
|
N/A
|
148,200
|
$ 25.0340
|
12/1/2015
|
Common stock
|
N/A
|
50,000
|
$ 24.6761
|
12/2/2015
|
Common stock
|
N/A
|
5,871
|
$ 24.2091
|
Date of Transaction
|
Title of Class
|
Number of Shares/
Units Acquired
|
Number of Shares/
Units Disposed
|
Price Per
Share/Unit
|
10/30/2015
|
Common stock
|
N/A
|
95,877
|
$22.8580
|
11/2/2015
|
Common stock
|
N/A
|
16,873
|
$22.6915
|
11/3/2015
|
Common stock
|
N/A
|
19,850
|
$22.4991
|
11/30/2015
|
Common stock
|
N/A
|
95,111
|
$25.0340
|
12/1/2015
|
Common stock
|
N/A
|
40,353
|
$24.6761
|
12/2/2015
|
Common stock
|
N/A
|
5,871
|
$24.2091
|
Date of Transaction
|
Title of Class
|
Number of Shares/
Units Acquired
|
Number of Shares/
Units Disposed
|
Price Per
Share/Unit
|
10/30/2015
|
Common stock
|
N/A
|
36,877
|
$22.8580
|
11/2/2015
|
Common stock
|
N/A
|
6,490
|
$22.6915
|
11/3/2015
|
Common stock
|
N/A
|
7,635
|
$22.4991
|
12/1/2015
|
Common stock
|
N/A
|
8,246
|
$24.6761
|
12/2/2015
|
Common stock
|
N/A
|
2,099
|
$24.2091
|
Name
|
Business Address
|
Present Principal Employment
|
Citizenship
|
Andrew Redleaf
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
Chief Executive Officer and Board member
Whitebox Advisors, LLC
|
USA
|
Robert Vogel
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
Head of Corporate Credit and Relative Value
and Board member
Whitebox Advisors, LLC
|
USA
|
Mark Strefling
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
General Counsel/Chief Operating Officer and Board member
Whitebox Advisors, LLC
|
USA
|
Michael McCormick
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
Chief Financial Officer Whitebox Advisors, LLC
|
USA
|
Elissa Weddle
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
Chief Legal Officer
Whitebox Advisors, LLC
|
USA
|
Brian Lofton
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
Chief Risk Officer
Whitebox Advisors, LLC
|
USA
|
Paul Twitchell
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
Head of Event and Board member
Whitebox Advisors, LLC
|
USA
|
Richard Vigilante
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
Chief Communications Officer and Board member
Whitebox Advisors, LLC
|
USA
|
Chris Hardy
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
Chief Communications Officer Whitebox Advisors, LLC
|
USA
|
Name
|
Business Address
|
Present Principal Employment
|
Citizenship
|
Andrew Redleaf
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
Chief Executive Officer Whitebox Advisors, LLC
|
USA
|
Robert Vogel
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
Head of Corporate Credit and Relative Value
Whitebox Advisors, LLC
|
USA
|
Mark Strefling
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
General Counsel/Chief Operating Officer
Whitebox Advisors, LLC
|
USA
|
Paul Twitchell
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
Head of Event
Whitebox Advisors, LLC
|
USA
|
Richard Vigilante
|
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
|
Chief Communications Officer
Whitebox Advisors, LLC
|
USA
|
WHITEBOX ADVISORS, LLC
|
||
By:
|
/s/ Mark Strefling
|
|
Mark Strefling
|
||
Chief Operating Officer
|
By:
|
/s/ Mark Strefling
|
|
Mark Strefling
Whitebox Advisors, LLC
|
||
Chief Operating Officer
|
By: | Whitebox General Partner LLC |
By:
|
/s/ Mark Strefling
|
|
Mark Strefling
Whitebox Advisors, LLC
|
||
Chief Operating Officer
|