1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Capital Partners, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,482,036
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,482,036
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,482,036
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
2.1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Capital Partners Offshore Master Fund, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,039,650
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,039,650
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,039,650
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
1.4%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Capital Partners Offshore, Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,039,650
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,039,650
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,039,650
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
1.4%
|
|
12.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Lugard Road Capital Master Fund, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,279,376
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,279,376
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,279,376
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
1.8%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Lugard Road Capital, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,279,376
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,279,376
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,279,376
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
1.8%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
LCG Holdings, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
2,521,686
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
2,521,686
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,521,686
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
3.5%
|
|
12.
|
TYPE OF REPORTING PERSON
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Lugard Road Capital GP, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,279,376
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,279,376
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,279,376
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
1.8%
|
|
12.
|
TYPE OF REPORTING PERSON
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Capital Group, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
3,801,062
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
3,801,062
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,801,062
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.3%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Luxor Management, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
3,801,062
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
3,801,062
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,801,062
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.3%
|
|
12.
|
TYPE OF REPORTING PERSON
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Jonathan Green
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,279,376
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,279,376
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,279,376
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
1.8%
|
|
12.
|
TYPE OF REPORTING PERSON
|
IN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Christian Leone
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
3,801,062
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
3,801,062
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,801,062
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.3%
|
|
12.
|
TYPE OF REPORTING PERSON
|
IN
|
· |
Luxor Capital Partners, LP, a Delaware limited partnership (the "Onshore Fund");
|
· |
Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands exempted limited partnership (the "Offshore Master Fund");
|
· |
Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the "Offshore Feeder Fund");
|
· |
Lugard Road Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the "Lugard Master Fund");
|
· |
Lugard Road Capital, LP, a Delaware limited partnership (the "Lugard Feeder Fund");
|
· |
LCG Holdings, LLC, a Delaware limited liability company ("LCG Holdings");
|
· |
Lugard Road Capital GP, LLC, a Delaware limited liability company ("Lugard GP");
|
· |
Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital Group");
|
· |
Luxor Management, LLC, a Delaware limited liability company ("Luxor Management");
|
· |
Jonathan Green, a United States citizen ("Mr. Green"); and
|
· |
Christian Leone, a United States citizen ("Mr. Leone").
|
(a)
|
[ ]
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
(b)
|
[ ]
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
(c)
|
[ ]
|
Insurance company defined in Section 3(a)(19) of the Exchange Act.
|
|
(d)
|
[ ]
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
(e)
|
[ ]
|
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
(f)
|
[ ]
|
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
(g)
|
[ ]
|
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
(h)
|
[ ]
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(i)
|
[ ]
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
(j)
|
[ ]
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
[ ]
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
(i) |
The Onshore Fund beneficially owned 1,482,036 shares of Common Stock;
|
(ii) |
The Offshore Master Fund beneficially owned 1,039,650 shares of Common Stock. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the shares of Common Stock beneficially owned by the Offshore Master Fund;
|
(iii) |
The Lugard Master Fund beneficially owned 1,279,376 shares of Common Stock. The Lugard Feeder Fund, as the owner of a controlling interest in the Lugard Master Fund, may be deemed to have beneficially owned the shares of Common Stock beneficially owned by the Lugard Master Fund;
|
(iv) |
LCG Holdings, as the general partner of the Onshore Fund and the Offshore Master Fund may be deemed to have beneficially owned the 2,521,686 shares of Common Stock beneficially owned by the Onshore Fund and the Offshore Master Fund;
|
(v) |
Lugard GP, as the general partner of the Lugard Master Fund may be deemed to have beneficially owned the 1,279,376 shares of Common Stock beneficially owned by the Lugard Master Fund;
|
(vi) |
Mr. Green, as a managing member of Lugard GP, may be deemed to have beneficially owned the 1,279,376 shares of Common Stock beneficially owned by Lugard GP.
|
(vii) |
Luxor Capital Group, as the investment manager of the Funds, may be deemed to have beneficially owned the 3,801,062 shares of Common Stock beneficially owned by the Funds;
|
(viii) |
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 3,801,062 shares of Common Stock beneficially owned by Luxor Capital Group; and
|
(ix) |
Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 3,801,062 shares of Common Stock beneficially owned by Luxor Management.
|
(i) |
The Onshore Fund beneficially owned approximately 2.1% of the outstanding shares of Common Stock;
|
(ii) |
The Offshore Master Fund beneficially owned approximately 1.4% of the outstanding shares of Common Stock and the Offshore Feeder Fund may be deemed to have beneficially owned approximately 1.4% of the outstanding shares of Common Stock;
|
(iii) |
The Lugard Master Fund beneficially owned 1.8% of the outstanding shares of Common Stock and the Lugard Feeder Fund may be deemed to have beneficially owned 1.8% of the outstanding shares of Common Stock;
|
(iv) |
Each of Lugard GP and Mr. Green may be deemed to have beneficially owned 1.8% of the outstanding shares of Common Stock;
|
(v) |
LCG Holdings may be deemed to have beneficially owned approximately 3.5% of the outstanding shares of Common Stock; and
|
(vi) |
Each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have beneficially owned approximately 5.3% of the outstanding shares of Common Stock.
|