CUSIP No. 49877M108
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SCHEDULE 13D
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Page 2 of 16 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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ANCHORAGE CAPITAL GROUP, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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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AF
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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
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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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0
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|||
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||||
8
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SHARED VOTING POWER
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8,441,287 (1)
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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8,441,287 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,441,287 (1)
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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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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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60.8% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, IA
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(1) |
This amount includes 3,245,678 Shares (as defined herein) issuable upon exercise of Warrants (as defined herein) and 4,782,607 Shares issuable upon conversion of shares of Series A Preferred Stock (as defined herein).
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(2) |
Calculation is based upon 13,884,864 Shares outstanding, which is the sum of: (i) 5,856,579 Shares outstanding as of April 28, 2017, as reported by the Issuer in a Form 8-K filed on May 3, 2017, (ii) 3,245,678 Shares that the Reporting Person can acquire upon exercise of Warrants, and (iii) 4,782,607 Shares that the Reporting Person can acquire upon conversion of shares of Series A Preferred Stock.
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CUSIP No. 49877M108
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SCHEDULE 13D
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Page 3 of 16 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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ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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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AF
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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
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
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0
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|||
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||||
8
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SHARED VOTING POWER
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8,441,287 (1)
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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8,441,287 (1)
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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8,441,287 (1)
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|||
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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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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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60.8% (2)
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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|||
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(1) |
This amount includes 3,245,678 Shares issuable upon exercise of Warrants and 4,782,607 Shares issuable upon conversion of shares of Series A Preferred Stock.
|
(2) |
Calculation is based upon 13,884,864 Shares outstanding, which is the sum of: (i) 5,856,579 Shares outstanding as of April 28, 2017, as reported by the Issuer in a Form 8-K filed on May 3, 2017, (ii) 3,245,678 Shares that the Reporting Person can acquire upon exercise of Warrants, and (iii) 4,782,607 Shares that the Reporting Person can acquire upon conversion of shares of Series A Preferred Stock.
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CUSIP No. 49877M108
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SCHEDULE 13D
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Page 4 of 16 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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KEVIN M. ULRICH |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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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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AF
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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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CANADA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
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|
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0
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|||
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||||
8
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SHARED VOTING POWER
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8,441,287 (1)
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|||
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||||
9
|
SOLE DISPOSITIVE POWER
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|
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||
0
|
|
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|||
|
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||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
8,441,287 (1)
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,441,287 (1)
|
|
|
|||
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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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|
||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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60.8% (2)
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|||
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|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
IN, HC
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|||
|
|
(1) |
This amount includes 3,245,678 Shares issuable upon exercise of Warrants and 4,782,607 Shares issuable upon conversion of shares of Series A Preferred Stock.
|
(2) |
Calculation is based upon 13,884,864 Shares outstanding, which is the sum of: (i) 5,856,579 Shares outstanding as of April 28, 2017, as reported by the Issuer in a Form 8-K filed on May 3, 2017, (ii) 3,245,678 Shares that the Reporting Person can acquire upon exercise of Warrants, and (iii) 4,782,607 Shares that the Reporting Person can acquire upon conversion of shares of Series A Preferred Stock.
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CUSIP No. 49877M108
|
SCHEDULE 13D
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Page 5 of 16 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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ANCHORAGE ILLIQUID OPPORTUNITIES V, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
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SEC USE ONLY
|
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||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
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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
|
|
|
||
4,085,154 (1)
|
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|||
|
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||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,085,154 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,085,154 (1)
|
|
|
|||
|
|
||||
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)
|
|
|
||
41.9% (2)
|
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|
|||
|
|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
||
PN
|
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|||
|
|
(1) |
This amount includes 1,570,759 Shares issuable upon exercise of Warrants and 2,314,521 Shares issuable upon conversion of shares of Series A Preferred Stock.
|
(2) |
Calculation is based upon 9,741,859 Shares outstanding, which is the sum of: (i) 5,856,579 Shares outstanding as of April 28, 2017, as reported by the Issuer in a Form 8-K filed on May 3, 2017, (ii) 1,570,759 Shares that the Reporting Person can acquire upon exercise of Warrants, and (iii) 2,314,521 Shares that the Reporting Person can acquire upon conversion of shares of Series A Preferred Stock.
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CUSIP No. 49877M108
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SCHEDULE 13D
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Page 6 of 16 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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|
|||
AIO V AIV 3 HOLDINGS, L.P.
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
4,356,133 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,356,133 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,356,133 (1)
|
|
|
|||
|
|
||||
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)
|
|
|
||
43.6% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
This amount includes 1,674,919 Shares issuable upon exercise of Warrants and 2,468,086 Shares issuable upon conversion of shares of Series A Preferred Stock.
|
(2) |
Calculation is based upon 9,999,584 Shares outstanding, which is the sum of: (i) 5,856,579 Shares outstanding as of April 28, 2017, as reported by the Issuer in a Form 8-K filed on May 3, 2017, (ii) 1,674,919 Shares that the Reporting Person can acquire upon exercise of Warrants, and (iii) 2,468,086 Shares that the Reporting Person can acquire upon conversion of shares of Series A Preferred Stock.
|
CUSIP No. 49877M108
|
SCHEDULE 13D
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Page 7 of 16 Pages
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Item 1. |
SECURITY AND ISSUER
|
Item 2. |
IDENTITY AND BACKGROUND
|
(a-c, f)
|
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
i. |
Anchorage Capital Group, L.L.C. (“Capital Group”);
|
ii. |
Anchorage Advisors Management, L.L.C. (“Management”);
|
iii. |
Kevin M. Ulrich (“Mr. Ulrich”);
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iv. |
Anchorage Illiquid Opportunities V, L.P. (“AIO V”); and
|
v. |
AIO V AIV 3 Holdings, L.P. (“AIO V AIV 3”).
|
(d)
|
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
(e)
|
None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|