December 31, 2017
|
(Date of Event Which Requires Filing of this Statement)
|
☐
|
Rule 13d-1(b)
|
☒
|
Rule 13d-1(c)
|
☐
|
Rule 13d-1(d)
|
13G
|
|
CUSIP No. 903914208
|
Page 2 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
Scoggin International Fund, Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(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
|
|
|
|
3,125,000
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
3,125,000
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,125,000
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
CO
|
|
|
|||
|
|
13G
|
|
CUSIP No. 903914208
|
Page 3 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
Scoggin Worldwide Fund, Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(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
|
|
|
|
21,518
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
21,518
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
21,518
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
CO
|
|
|
|||
|
|
13G
|
|
CUSIP No. 903914208
|
Page 4 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
SB Special Situation Master Fund SPC – Portfolio F
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(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
|
|
|
|
9,867,807
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
9,867,807
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,867,807
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
CO
|
|
|
|||
|
|
13G
|
|
CUSIP No. 903914208
|
Page 5 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
Scoggin Management LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(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
|
|
|
|
3,125,000
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
3,125,000
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,125,000
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
13G
|
|
CUSIP No. 903914208
|
Page 6 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
Scoggin GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(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
|
|
|
|
3,125,000
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
3,125,000
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,125,000
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
OO
|
|
|
|||
|
|
13G
|
|
CUSIP No. 903914208
|
Page 7 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
Old Bellows Partners LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(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
|
|
|
|
9,889,325
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
9,889,325
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,889,325
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
13G
|
|
CUSIP No. 903914208
|
Page 8 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
Old Bell Associates LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
9,889,325
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
9,889,325
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,889,325
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
OO
|
|
|
|||
|
|
13G
|
|
CUSIP No. 903914208
|
Page 9 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
A. Dev Chodry
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
USA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
38,162
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
13,014,325
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
38,162
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
13,014,325
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
13,052,487
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
IN
|
|
|
|||
|
|
13G
|
|
CUSIP No. 903914208
|
Page 10 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
Craig Effron
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
USA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
150,000
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
13,014,325
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
150,000
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
13,014,325
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
13,164,325
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
IN
|
|
|
|||
|
|
13G
|
|
CUSIP No. 903914208
|
Page 11 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
Curtis Schenker
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
USA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
215,000
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
13,014,325
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
215,000
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
13,014,325
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
13,229,325
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.7%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
IN
|
|
|
|||
|
|
Item 1(a). |
Name of Issuer:
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
Item 2(a). |
Name of Persons Filing:
|
(i) |
Scoggin International Fund, Ltd.
|
(ii) |
Scoggin Worldwide Fund, Ltd.
|
(iii) |
SB Special Situation Master Fund SPC – Portfolio F
|
(iv) |
Scoggin Management LP
|
(v) |
Scoggin GP LLC
|
(vi) |
Old Bellows Partners LP
|
(vii) |
Old Bell Associates LLC
|
(viii) |
A. Dev Chodry
|
(ix) |
Craig Effron
|
(x) |
Curtis Schenker
|
Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
Item 2(c). |
Citizenship or Place of Organization:
|
(i) |
Scoggin International Fund, Ltd.
|
(ii) |
Scoggin Worldwide Fund, Ltd.
|
(iii) |
SB Special Situation Master Fund SPC – Portfolio F
|
(iv) |
Scoggin Management LP
|
(v)
|
Scoggin GP LLC
|
(vi)
|
Old Bellows Partners LP
|
(vii)
|
Old Bell Associates LLC
|
(viii) |
A. Dev Chodry
|
(ix)
|
Craig Effron
|
(x)
|
Curtis Schenker
|
Item 2(d). |
Title of Class of Securities:
|
Item 2(e). |
CUSIP Number:
|
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:
|
(a)
|
☐
|
Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
☐
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
☐
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
Item 4. |
Ownership.
|
(i) |
Scoggin International Fund, Ltd.1
|
(a) |
Amount beneficially owned: 3,125,0002
|
(b) |
Percent of class: 1.6%3
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 3,125,000
|
(ii) |
Shared power to vote or to direct the vote: 0
|
(iii) |
Sole power to dispose or to direct the disposition of: 3,125,000
|
(iv) |
Shared power to dispose or to direct the disposition of: 0
|
(ii) |
Scoggin Worldwide Fund, Ltd.4
|
(a) |
Amount beneficially owned: 21,518
|
(b) |
Percent of class: 0.0%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 21,518
|
(ii) |
Shared power to vote or to direct the vote: 0
|
(iii)
|
Sole power to dispose or to direct the disposition of: 21,518
|
1 |
The investment manager of Scoggin International Fund, Ltd. is Scoggin Management LP. A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP. Scoggin GP LLC is the general partner of Scoggin Management LP. Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC.
|
2 |
Includes 1,000,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
|
3 |
Percentages are based on 196,346,736 shares of common stock outstanding as of October 25, 2017 as reported in the issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2017.
|
4 |
The investment manager of Scoggin Worldwide Fund, Ltd. is Old Bellows Partners LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC.
|
(iv) |
Shared power to dispose or to direct the disposition of: 0
|
(iii)
|
SB Special Situation Master Fund SPC – Portfolio F5
|
(a) |
Amount beneficially owned: 9,867,8076
|
(b) |
Percent of class: 5.0%
|
(c) |
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 9,867,807
|
(ii) |
Shared power to vote or to direct the vote: 0
|
(iii)
|
Sole power to dispose or to direct the disposition of: 9,867,807
|
(iv) |
Shared power to dispose or to direct the disposition of: 0
|
(iv)
|
Scoggin Management LP7
|
(a) |
Amount beneficially owned: 3,125,0008
|
(b) |
Percent of class: 1.6%
|
(c) |
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 3,125,000
|
(ii) |
Shared power to vote or to direct the vote: 0
|
(iii)
|
Sole power to dispose or to direct the disposition of: 3,125,000
|
(iv) |
Shared power to dispose or to direct the disposition of: 0
|
5 |
The investment manager of SB Special Situation Master Fund SPC – Portfolio F is Old Bellows Partners LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC.
|
6 |
Includes 750,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
|
7 |
Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP. Scoggin GP LLC is the general partner of Scoggin Management LP. Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC.
|
8 |
Includes 1,000,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
|
(v)
|
Scoggin GP LLC9
|
(a) |
Amount beneficially owned: 3,125,00010
|
(b) |
Percent of class: 1.6%
|
(c) |
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 3,125,000
|
(ii) |
Shared power to vote or to direct the vote: 0
|
(iii)
|
Sole power to dispose or to direct the disposition of: 3,125,000
|
(iv) |
Shared power to dispose or to direct the disposition of: 0
|
(vi)
|
Old Bellows Partners LP11
|
(a) |
Amount beneficially owned: 9,889,32512
|
(b) |
Percent of class: 5.0%
|
(c) |
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 9,889,325
|
(ii) |
Shared power to vote or to direct the vote: 0
|
(iii)
|
Sole power to dispose or to direct the disposition of: 9,889,325
|
(iv) |
Shared power to dispose or to direct the disposition of: 0
|
9 |
Scoggin GP LLC is the general partner of Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC.
|
10 |
Includes 1,000,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
|
11 |
Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F. Craig Effron and Curtis Schenker are Co-Chief Investment Officer of Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC.
|
12 |
Includes 750,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
|
(vii)
|
Old Bell Associates LLC13
|
(a) |
Amount beneficially owned: 9,889,32514
|
(b) |
Percent of class: 5.0%
|
(c) |
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 9,889,325
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 9,889,325
|
(viii)
|
A. Dev Chodry15
|
(a) |
Amount beneficially owned: 13,052,48716
|
(b) |
Percent of class: 6.6%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 38,162
|
(ii) |
Shared power to vote or to direct the vote: 13,014,325
|
(iii) |
Sole power to dispose or to direct the disposition of: 38,162
|
(iv) |
Shared power to dispose or to direct the disposition of: 13,014,325
|
13 |
Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F. Craig Effron and Curtis Schenker are Co-Chief Investment Officers of Event Driven Strategies for Old Bellows Partners LP.
|
14 |
Includes 750,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
|
15 |
A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. A. Dev Chodry is the managing member of Old Bell Associates LLC. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F.
|
16 |
Includes 1,750,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
|
(ix)
|
Craig Effron17
|
(a) |
Amount beneficially owned: 13,164,32518
|
(b) |
Percent of class: 6.6%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 150,000
|
(ii) |
Shared power to vote or to direct the vote: 13,014,325
|
(iii) |
Sole power to dispose or to direct the disposition of: 150,000
|
(iv) |
Shared power to dispose or to direct the disposition of: 13,014,325
|
(x)
|
Curtis Schenker19
|
(a) |
Amount beneficially owned: 13,229,32520
|
(b) |
Percent of class: 6.7%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 215,00021
|
(ii) |
Shared power to vote or to direct the vote: 13,014,325
|
17 |
Craig Effron is a Co-Chief Investment Officer for Event Driven Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. Scoggin GP LLC is the general partner of Scoggin Management LP. Craig Effron is a managing member of Scoggin GP LLC. Craig Effron is a Co-Chief Investment Officer for Event Driven Strategies for Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F.
|
18 |
Includes 1,750,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
|
19 |
Curtis Schenker is a Co-Chief Investment Officer for Event Driven Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. Scoggin GP LLC is the general partner of Scoggin Management LP. Curtis Schenker is a managing member of Scoggin GP LLC. Curtis Schenker is a Co-Chief Investment Officer for Event Driven Strategies for Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F.
|
20 |
Includes 1,750,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
|
21 |
Includes 140,000 shares held in accounts as to which Curtis Schenker has discretionary authority.
|
(iii) |
Sole power to dispose or to direct the disposition of: 103,466
|
(iv) |
Shared power to dispose or to direct the disposition of: 13,014,325
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification.
|
Dated as of February 14, 2018
|
Scoggin International Fund, Ltd.
|
|
By: Scoggin Management LP, as Investment Manager
|
||
By: Scoggin GP LLC, its General Partner
|
||
By: /s/ Craig Effron
|
||
Name:
|
Craig Effron
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
Scoggin Worldwide Fund, Ltd.
|
|
By: Old Bellows Partners LP, as Investment Manager
|
||
By: Old Bell Associates LLC, its General Partner
|
||
By: /s/ A. Dev Chodry
|
||
Name:
|
A. Dev Chodry
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
SB Special Situation Master Fund SPC – Portfolio F
|
|
By: Old Bellows Partners LP, as Investment Manager
|
||
By: Old Bell Associates LLC, its General Partner
|
||
By: /s/ A. Dev Chodry
|
||
Name:
|
A. Dev Chodry
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
Scoggin Management LP
|
|
By: Scoggin GP LLC, its General Partner
|
||
By: /s/ Craig Effron
|
||
Name:
|
Craig Effron
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
Scoggin GP LLC
|
|
By: /s/ Craig Effron
|
||
Name:
|
Craig Effron
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
Old Bellows Partners LP
|
|
By: Old Bell Associates LLC, its General Partner
|
||
By: /s/ A. Dev Chodry
|
||
Name:
|
A. Dev Chodry
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
Old Bell Associates LLC
|
|
By: /s/ A. Dev Chodry
|
||
Name:
|
A. Dev Chodry
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
/s/ A. Dev Chodry
|
A. Dev Chodry
|
Dated as of February 14, 2018
|
/s/ Craig Effron
|
Craig Effron
|
Dated as of February 14, 2018
|
/s/ Curtis Schenker
|
Curtis Schenker
|
Dated as of February 14, 2018
|
Scoggin International Fund, Ltd.
|
|
By: Scoggin Management LP, as Investment Manager
|
||
By: Scoggin GP LLC, its General Partner
|
||
By: /s/ Craig Effron
|
||
Name:
|
Craig Effron
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
Scoggin Worldwide Fund, Ltd.
|
|
By: Old Bellows Partners LP, as Investment Manager
|
||
By: Old Bell Associates LLC, its General Partner
|
||
By: /s/ A. Dev Chodry
|
||
Name:
|
A. Dev Chodry
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
SB Special Situation Master Fund SPC – Portfolio F
|
|
By: Old Bellows Partners LP, as Investment Manager
|
||
By: Old Bell Associates LLC, its General Partner
|
||
By: /s/ A. Dev Chodry
|
||
Name:
|
A. Dev Chodry
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
Scoggin Management LP
|
|
By: Scoggin GP LLC, its General Partner
|
||
By: /s/ Craig Effron
|
||
Name: Craig Effron
|
||
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
Scoggin GP LLC
|
|
By: /s/ Craig Effron
|
||
Name:
|
Craig Effron
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
Old Bellows Partners LP
|
|
By: Old Bell Associates LLC, its General Partner
|
||
By: /s/ A. Dev Chodry
|
||
Name:
|
A. Dev Chodry
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
Old Bell Associates LLC
|
|
By: /s/ A. Dev Chodry
|
||
Name:
|
A. Dev Chodry
|
|
Title:
|
Managing Member
|
Dated as of February 14, 2018
|
/s/ A. Dev Chodry
|
A. Dev Chodry
|
Dated as of February 14, 2018
|
/s/ Craig Effron
|
Craig Effron
|
Dated as of February 14, 2018
|
/s/ Curtis Schenker
|
Curtis Schenker
|