1
|
NAME OF REPORTING PERSON
CHIMERA CAPITAL INVESTMENTS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
5,755,485
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
5,755,485
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,755,485
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
CHIMERA CAPITAL, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
5,755,485
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
5,755,485
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,755,485
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
LCG LIQUID HOLDINGS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
5,755,485
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
5,755,485
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,755,485
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
LCG ALTERNATIVE HOLDINGS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
5,755,485
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
5,755,485
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,755,485
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
LEON CAPITAL PARTNERS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
5,755,485
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
5,755,485
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,755,485
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
FERNANDO DE LEON
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
5,755,485
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
5,755,485
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,755,485
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Chimera Capital Investments, LLC, a Texas limited liability company (“Chimera Investments”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Chimera Capital, LLC, a Texas limited liability company (“Chimera Capital”), as the manager of Chimera Investments;
|
|
(iii)
|
LCG Liquid Holdings, LLC, a Texas limited liability company (“LCG Liquid”), as the manager of Chimera Capital;
|
|
(iv)
|
LCG Alternative Holdings, LLC, a Texas limited liability company (“LCG Alternative”), as the manager of LCG Liquid;
|
|
(v)
|
Leon Capital Partners, LLC, a Texas limited liability company (“Leon Partners”), the manager of LCG Alternative; and
|
|
(vi)
|
Fernando De Leon, as the managing member and CEO of Leon Partners.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Chimera Investments
|
|
(a)
|
As of the close of business on March 23, 2017, Chimera Investments beneficially owned 5,755,485 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 5,755,485
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 5,755,485
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Chimera Investments during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Chimera Capital
|
|
(a)
|
Chimera Capital, as the manager of Chimera Investments, may be deemed the beneficial owner of the 5,755,485 Shares owned by Chimera Investments.
|
|
(b)
|
1. Sole power to vote or direct vote: 5,755,485
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 5,755,485
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Chimera Capital has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Chimera Investments during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
LCG Liquid
|
|
(a)
|
LCG Liquid, as the manager of Chimera Capital, may be deemed the beneficial owner of the 5,755,485 Shares owned by Chimera Investments.
|
|
(b)
|
1. Sole power to vote or direct vote: 5,755,485
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 5,755,485
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
LCG Liquid has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Chimera Investments during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
LCG Alternative
|
|
(a)
|
LCG Alternative, as the manager of LCG Liquid, may be deemed the beneficial owner of the 5,755,485 Shares owned by Chimera Investments.
|
|
(b)
|
1. Sole power to vote or direct vote: 5,755,485
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 5,755,485
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
LCG Alternative has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Chimera Investments during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Leon Partners
|
|
(a)
|
Leon Partners, as the manager of LCG Alternative, may be deemed the beneficial owner of the 5,755,485 Shares owned by Chimera Investments.
|
|
(b)
|
1. Sole power to vote or direct vote: 5,755,485
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 5,755,485
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Leon Partners has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Chimera Investments during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Mr. De Leon
|
|
(a)
|
Mr. De Leon, as a managing member and CEO of Leon Partners, may be deemed the beneficial owner of the 5,755,485 Shares owned by Chimera Investments.
|
|
(b)
|
1. Sole power to vote or direct vote: 5,755,485
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 5,755,485
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. De Leon has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Chimera Investments during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and among Chimera Capital Investments, LLC, Chimera Capital, LLC, LCG Liquid Holdings, LLC, LCG Alternative Holdings, LLC, Leon Capital Partners, LLC and Fernando De Leon, dated March 24, 2017.
|
CHIMERA CAPITAL INVESTMENTS, LLC
|
|||
By:
|
Chimera Capital, LLC
|
||
Its Manager
|
|||
By:
|
LCG Liquid Holdings, LLC
|
||
Its Manager
|
|||
By:
|
LCG Alternative Holdings, LLC
|
||
Its Manager
|
|||
By:
|
/s/ Fernando De Leon
|
||
Name:
|
Fernando De Leon
|
||
Title:
|
Authorized Signatory
|
CHIMERA CAPITAL, LLC
|
|||
By:
|
LCG Liquid Holdings, LLC
|
||
Its Manager
|
|||
By:
|
LCG Alternative Holdings, LLC
|
||
Its Manager
|
|||
By:
|
/s/ Fernando De Leon
|
||
Name:
|
Fernando De Leon
|
||
Title:
|
Authorized Signatory
|
LCG LIQUID HOLDINGS, LLC
|
|||
By:
|
LCG Alternative Holdings, LLC
|
||
Its Manager
|
|||
By:
|
/s/ Fernando De Leon
|
||
Name:
|
Fernando De Leon
|
||
Title:
|
Authorized Signatory
|
LCG ALTERNATIVE HOLDINGS, LLC
|
|||
By:
|
/s/ Fernando De Leon | ||
Name:
|
Fernando De Leon
|
||
Title:
|
Authorized Signatory
|
LEON CAPITAL PARTNERS, LLC
|
|||
By:
|
/s/ Fernando De Leon
|
||
Name:
|
Fernando De Leon
|
||
Title:
|
Managing Member
|
/s/ Fernando De Leon
|
|
Fernando De Leon
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
Purchase of Common Stock
|
311,885
|
2.4774
|
03/23/2017
|
Purchase of Common Stock
|
418,070
|
2.4347
|
03/22/2017
|
Purchase of Common Stock
|
409,319
|
2.4096
|
03/21/2017
|
Purchase of Common Stock
|
277,089
|
2.4565
|
03/20/2017
|
Purchase of Common Stock
|
446,100
|
2.4234
|
03/17/2017
|
Purchase of Common Stock
|
548,120
|
2.3561
|
03/16/2017
|
Purchase of Common Stock
|
488,656
|
2.2699
|
03/15/2017
|
Purchase of Common Stock
|
758,333
|
2.2127
|
03/14/2017
|
Purchase of Common Stock
|
31,073
|
1.9049
|
03/08/2017
|
Purchase of Common Stock
|
215,508
|
1.9323
|
03/07/2017
|
Purchase of Common Stock
|
179,805
|
1.9298
|
03/03/2017
|
Purchase of Common Stock
|
58,100
|
1.9056
|
03/02/2017
|
Purchase of Common Stock
|
42,994
|
1.9091
|
03/01/2017
|
Purchase of Common Stock
|
89,314
|
1.9002
|
02/28/2017
|
Purchase of Common Stock
|
90,486
|
1.8834
|
02/27/2017
|
Purchase of Common Stock
|
291,496
|
1.8841
|
02/24/2017
|
Purchase of Common Stock
|
42,067
|
1.9142
|
02/22/2017
|
Purchase of Common Stock
|
46,100
|
1.9154
|
02/21/2017
|
Purchase of Common Stock
|
36,100
|
1.9024
|
02/17/2017
|
Purchase of Common Stock
|
23,700
|
1.9164
|
02/16/2017
|
Purchase of Common Stock
|
232,700
|
1.9015
|
02/09/2017
|
Purchase of Common Stock
|
210,900
|
1.8588
|
02/08/2017
|
Purchase of Common Stock
|
374,899
|
1.8971
|
02/07/2017
|
Purchase of Common Stock
|
64,932
|
1.8426
|
02/06/2017
|
Purchase of Common Stock
|
67,739
|
1.9623
|
02/01/2017
|
CHIMERA CAPITAL INVESTMENTS, LLC
|
|||
By:
|
Chimera Capital, LLC
|
||
Its Manager
|
|||
By:
|
LCG Liquid Holdings, LLC
|
||
Its Manager
|
|||
By:
|
LCG Alternative Holdings, LLC
|
||
Its Manager
|
|||
By:
|
/s/ Fernando De Leon
|
||
Name:
|
Fernando De Leon
|
||
Title:
|
Authorized Signatory
|
CHIMERA CAPITAL, LLC
|
|||
By:
|
LCG Liquid Holdings, LLC
|
||
Its Manager
|
|||
By:
|
LCG Alternative Holdings, LLC
|
||
Its Manager
|
|||
By:
|
/s/ Fernando De Leon
|
||
Name:
|
Fernando De Leon
|
||
Title:
|
Authorized Signatory
|
LCG LIQUID HOLDINGS, LLC
|
|||
By:
|
LCG Alternative Holdings, LLC
|
||
Its Manager
|
|||
By:
|
/s/ Fernando De Leon
|
||
Name:
|
Fernando De Leon
|
||
Title:
|
Authorized Signatory
|
LCG ALTERNATIVE HOLDINGS, LLC
|
|||
By:
|
/s/ Fernando De Leon
|
||
Name:
|
Fernando De Leon
|
||
Title:
|
Authorized Signatory
|
LEON CAPITAL PARTNERS, LLC
|
|||
By:
|
/s/ Fernando De Leon
|
||
Name:
|
Fernando De Leon
|
||
Title:
|
Managing Member
|
/s/ Fernando De Leon
|
|
Fernando De Leon
|