CUSIP No. 74965F104
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13D
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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RLJ SPAC Acquisition, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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-
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8
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SHARED VOTING POWER
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2,666,491 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
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9
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SOLE DISPOSITIVE POWER
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-
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10
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SHARED DISPOSITIVE POWER
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2,666,491 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,666,491 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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38.79% (See Item 5 below)
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14
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TYPE OF REPORTING PERSON (see instructions)
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OO
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CUSIP No. 74965F104
|
13D
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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The RLJ Companies, LLC
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
|
|
|
||
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|||
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|
||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
OO
|
|
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|||
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|
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
||
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||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,666,491 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,666,491 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,666,491 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
|
|
|
|||
|
|
||||
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)
|
|
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38.79% (See Item 5 below)
|
|
|
|||
|
|
||||
14
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TYPE OF REPORTING PERSON (see instructions)
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|
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||
HC-OO
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|||
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CUSIP No. 74965F104
|
13D
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
Robert L. Johnson
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
|
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|
||
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
PF
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|||
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|
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,666,491 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,666,491 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,666,491 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
|
|
|
|||
|
|
||||
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)
|
|
|
||
38.79% (See Item 5 below)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (see instructions)
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||
IN
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Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits
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Exhibit 99.1:
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Agreement of Joint Filing among the Reporting Persons (incorporated by reference to Appendix I to the Original 13D).
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Exhibit 99.2
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Power of Attorney (incorporated by reference to Appendix II to the Original 13D).
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Exhibit 99.3
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10b5-1 Purchase Plan dated June 19, 2013 [portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission] (previously filed).
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Exhibit 99.4
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Agreement between Mr. Robert L. Johnson and Lazard Capital Markets LLC dated June 19, 2013 (previously filed).
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Exhibit 99.5
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Securities Purchase Agreement between Issuer and Mr. Robert L. Johnson dated April 15, 2015 (previously filed as Exhibit 10.1 to the Form 8-K filed by Issuer on April 16, 2015, and incorporated herein by reference).
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Dated: April 24, 2015
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RLJ SPAC ACQUISITION, LLC
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By: /s/ H. Van Sinclair
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Name: H. Van Sinclair
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Title: President
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Dated: April 24, 2015
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THE RLJ COMPANIES, LLC
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By: /s/ H. Van Sinclair
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Name: H. Van Sinclair
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Title: President
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ROBERT L. JOHNSON
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Dated: April 24, 2015
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/s/ Robert L. Johnson
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Name: Robert L. Johnson
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