UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934*
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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.
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(1)
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Name of Reporting Persons
Corbin Capital Partners Group, LLC
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
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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):
Not applicable; see Item 3 below
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(5)
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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Citizenship or Place of Organization:
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:
0
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(8)
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Shared Voting Power:
1,335,432
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(9)
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Sole Dispositive Power:
0
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(10)
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Shared Dispositive Power:
1,335,432
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,335,432
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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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(13)
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Percent of Class Represented by Amount in Row (11):
8.3%*
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(14)
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Type of Reporting Person (See Instructions):
OO
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* |
All percentages of Common Stock outstanding contained herein are based on 16,049,352 shares of Common Stock outstanding, as reported on the Issuer’s Form 10-Q filed
November 12, 2019.
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(1)
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Name of Reporting Persons
Corbin Capital Partners, L.P.
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
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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):
Not applicable; see Item 3 below
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(5)
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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Citizenship or Place of Organization:
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:
0
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(8)
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Shared Voting Power:
1,335,432
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(9)
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Sole Dispositive Power:
0
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(10)
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Shared Dispositive Power:
1,335,432
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,335,432
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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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(13)
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Percent of Class Represented by Amount in Row (11):
8.3%
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(14)
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Type of Reporting Person (See Instructions):
IA
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(1)
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Name of Reporting Persons
Corbin Opportunity Fund, L.P.
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
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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):
Not applicable; see Item 3 below
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(5)
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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Citizenship or Place of Organization:
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:
0
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(8)
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Shared Voting Power:
1,232,220
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(9)
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Sole Dispositive Power:
0
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(10)
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Shared Dispositive Power:
1,232,220
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,232,220
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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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(13)
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Percent of Class Represented by Amount in Row (11):
7.7%
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(14)
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Type of Reporting Person (See Instructions):
PN
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ITEM 1. |
SECURITY AND ISSUER.
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ITEM 2. |
IDENTITY AND BACKGROUND.
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ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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ITEM 4. |
PURPOSE OF TRANSACTION.
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ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER.
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ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit Number
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Description
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99.1
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Joint Filing Agreement, dated January 13, 2020, by and among Corbin Capital Partners Group, LLC, Corbin Capital Partners, L.P. and Corbin Opportunity Fund, L.P.
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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Authorized Signatory
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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By:
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Corbin Capital Partners, L.P.
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its investment manager
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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Name
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Principal Occupation
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Tracy McHale Stuart
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Chief Executive Officer of Corbin Capital Partners, L.P.
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Steven Carlino
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Chief Financial Officer of Corbin Capital Partners, L.P.
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Daniel Friedman
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General Counsel of Corbin Capital Partners, L.P.
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Craig Bergstrom
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Chief Investment Officer of Corbin Capital Partners, L.P.
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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Authorized Signatory
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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By:
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Corbin Capital Partners, L.P.
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its investment manager
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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