CUSIP NO. Not Applicable | |||||
1 | NAMES OF REPORTING PERSONS | ||||
SPH Manager, LLC
|
|||||
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
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3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS | ||||
OO, WC
|
|||||
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* | ||||
17,220,244.4 (1)
|
|||||
9 | SOLE DISPOSITIVE POWER* | ||||
5,544,092
|
|||||
10 |
SHARED DISPOSITIVE POWER*
-0-
|
||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
17,220,244.4 (1)
|
|||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | ||||
84.5%(2) | |||||
14 | TYPE OF REPORTING PERSON | ||||
IA, PN |
CUSIP NO. Not Applicable | |||||
1 | NAMES OF REPORTING PERSONS | ||||
Edward A. Mulé
|
|||||
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐
|
|||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS | ||||
OO, WC
|
|||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* | |||
-0- | |||||
8 | SHARED VOTING POWER* | ||||
17,220,244.4 (1)
|
|||||
9 | SOLE DISPOSITIVE POWER* | ||||
-0- | |||||
10 |
SHARED DISPOSITIVE POWER*
5,544,092
|
||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
17,220,244.4 (1)
|
|||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | ||||
84.5%(2) | |||||
14 | TYPE OF REPORTING PERSON | ||||
IN |
CUSIP NO. Not Applicable | |||||
1 | NAMES OF REPORTING PERSONS | ||||
Robert J. O’Shea
|
|||||
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
|||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS | ||||
OO, WC
|
|||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* | |||
-0- | |||||
8 | SHARED VOTING POWER* | ||||
17,220,244.4 (1)
|
|||||
9 | SOLE DISPOSITIVE POWER* | ||||
-0- | |||||
10 |
SHARED DISPOSITIVE POWER*
5,544,092
|
||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
17,220,244.4 (1)
|
|||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | ||||
84.5%(2) | |||||
14 | TYPE OF REPORTING PERSON | ||||
IN |
Item 4.
|
Purpose of Transaction
|
|
Item 4 is hereby supplemented as follows:
|
On April 5, 2016, the Reporting Persons acquired 279,961 Shares of the common stock of the Issuer in a privately negotiated transaction for investment purposes. Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer's financial condition, business, operations and prospects, the market price of the Shares, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
Item 5 is hereby supplemented as follows:
The information contained in rows, 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment No. 19 is hereby incorporated herein by reference.
|
(a) As reported on the Other Reporting Persons' Schedule 13D, the Other Reporting Persons own 11,676,152.4 Shares, which constitutes approximately 57.3% of the outstanding Shares. Together with the Shares owned by the Reporting Persons, such group may be deemed, for purposes of Section 13(d)(3) of the Exchange Act, to beneficially own the 17,220,244.4 Shares held in the aggregate by the Reporting Persons and the Other Reporting Persons, constituting approximately 84.5% of the outstanding Shares. The Reporting Persons disclaim beneficial ownership of any Shares beneficially owned by the Other Reporting Persons for any other purpose.
(b) As a result of the matters descried in Item 4 above, each of the Reporting Persons may be deemed to share the power to vote or to direct the vote of the 17,220,244.4 Shares held in the aggregate by the Reporting Persons and the Other Reporting Persons.
(c) Except as disclosed below, the Reporting Persons have not effected any transactions in the Issuer's Shares during the past sixty days.
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Date
|
Number of Shares Purchased/Sold
|
Price per Share
|
Nature of Transaction
|
March 16, 2016
|
5,209
|
$0
|
Issuer grant of restricted stock
|
April 5, 2016
|
279,961
|
$13.50
|
Private Purchase
|
Item 7.
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Material to be filed as Exhibits
|
|
Exhibit 99.16: Joint Filing Agreement, dated April 7, 2016.
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SPH MANAGER, LLC | |||
By: | /s/ Edward A. Mulé | ||
Name: Edward A. Mulé | |||
Title: Member | |||
EDWARD A MULÉ
/s/ Edward A. Mulé
|
|||
ROBERT J. O'SHEA /s/ Robert J. O’Shea
|
SPH MANAGER, LLC | |||
By: | /s/ Edward A. Mulé | ||
Name: Edward A. Mulé | |||
Title: Member | |||
EDWARD A MULÉ
/s/ Edward A. Mulé
|
|||
ROBERT J. O'SHEA /s/ Robert J. O’Shea
|