CUSIP No. 816212104
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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THE MANGROVE PARTNERS MASTER FUND, LTD.
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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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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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7,881,774 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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7,881,774 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,881,774 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.9% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) |
Includes 2,627,258 Shares obtainable upon exercise of Common Warrants (defined herein).
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(2) |
This percentage is calculated based on the sum of (i) 86,325,547 Shares outstanding as of December 23, 2019, based on information provided by the Issuer and (ii) 2,627,258 Shares issuable upon exercise of the Common Warrants.
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CUSIP No. 816212104
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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||
MANGROVE PARTNERS
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
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|
|
||
|
|
|
|||
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|
||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
CAYMAN ISLANDS
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|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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|
0
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|||
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|
||||
6
|
SHARED VOTING POWER
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||
7,881,774 (1)
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|||
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|
||||
7
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SOLE DISPOSITIVE POWER
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|
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||
0
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|||
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|
||||
8
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SHARED DISPOSITIVE POWER
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|
||
7,881,774 (1)
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|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
||
7,881,774 (1)
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|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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||
8.9% (2)
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|
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|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Includes 2,627,258 Shares obtainable upon exercise of Common Warrants (defined herein).
|
(2) |
This percentage is calculated based on the sum of (i) 86,325,547 Shares outstanding as of December 23, 2019, based on information provided by the Issuer and (ii) 2,627,258 Shares issuable upon exercise of the Common Warrants.
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CUSIP No. 816212104
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Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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NATHANIEL AUGUST
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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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|||||
(b)☐
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3
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SEC USE ONLY
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4
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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
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5
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SOLE VOTING POWER
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0
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|||
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|
||||
6
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SHARED VOTING POWER
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||
7,881,774 (1)
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|||
|
|
||||
7
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SOLE DISPOSITIVE POWER
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|
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||
0
|
|
|
|||
|
|
||||
8
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SHARED DISPOSITIVE POWER
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|
|
||
7,881,774 (1)
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|
|
|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,881,774 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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||
8.9% (2)
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|
|||
|
|
||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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(1) |
Includes 2,627,258 Shares obtainable upon exercise of Common Warrants (defined herein).
|
(2) |
This percentage is calculated based on the sum of (i) 86,325,547 Shares outstanding as of December 23, 2019, based on information provided by the Issuer and (ii) 2,627,258 Shares issuable upon exercise of the Common Warrants.
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CUSIP No. 816212104
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Page 5 of 9 Pages
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Item 1(a). |
Name of Issuer:
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Item 2(a). |
Name of Person Filing
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i) |
The Mangrove Partners Master Fund, Ltd. (the “Master Fund”);
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ii) |
Mangrove Partners; and
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iii) |
Nathaniel August (“Mr. August”)
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Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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Item 2(c). |
Citizenship:
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Item 2(d). |
Title of Class of Securities:
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Item 2(e). |
CUSIP Number:
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Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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Item 4. |
Ownership:
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Item 4(a) |
Amount Beneficially Owned:
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CUSIP No. 816212104
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Page 6 of 9 Pages
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Item 4(b) |
Percent of Class:
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Item 4(c) |
Number of Shares as to which such person has:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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7,881,774
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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7,881,774
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Item 5. |
Ownership of Five Percent or Less of a Class:
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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Item 8. |
Identification and Classification of Members of the Group:
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Item 9. |
Notice of Dissolution of Group:
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Item 10. |
Certification:
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Page 7 of 9 Pages
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THE MANGROVE PARTNERS MASTER FUND, LTD. | |||
By: |
Mangrove Partners Investment Manager
|
||
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By:
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/s/ Nathaniel H. August | |
Name: Nathaniel H. August | |||
Title: Director | |||
MANGROVE PARTNERS | |||
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By:
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/s/ Nathaniel H. August | |
Name: Nathaniel H. August | |||
Title: Director | |||
NATHANIEL H. AUGUST | |||
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/s/ Nathaniel H. August |
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Page 8 of 9 Pages
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Ex.
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Page No.
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A | Joint Filing Agreement |
9 |
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Page 9 of 9 Pages
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THE MANGROVE PARTNERS MASTER FUND, LTD. | |||
By: |
Mangrove Partners Investment Manager
|
||
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By:
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/s/ Nathaniel H. August | |
Name: Nathaniel H. August | |||
Title: Director | |||
MANGROVE PARTNERS | |||
|
By:
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/s/ Nathaniel H. August | |
Name: Nathaniel H. August | |||
Title: Director | |||
NATHANIEL H. AUGUST | |||
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/s/ Nathaniel H. August |