SC 13D 1 sc13d10925009_11292021.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

American Outdoor Brands, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

02875D109

(CUSIP Number)

VOSS CAPITAL, LLC

3773 Richmond Avenue, Suite 500

Houston, Texas 77046

(281) 770-0379

TT INVESTIMENTOS LTDA.

Av General San Martin 1002 Sl 301b

Leblon, Rio de Janeiro, RJ, Brazil

+55 (21) 3030-7560

 

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 18, 2021

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              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.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 02875D109

  1   NAME OF REPORTING PERSON  
         
        VOSS VALUE MASTER FUND, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  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  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         311,136  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          311,136  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        311,136  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.2%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 02875D109

  1   NAME OF REPORTING PERSON  
         
        VOSS VALUE-ORIENTED SPECIAL SITUATION FUND, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         75,762  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          75,762  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        75,762  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP No. 02875D109

 

  1   NAME OF REPORTING PERSON  
         
        VOSS ADVISORS GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         386,898  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          386,898  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        386,898  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.7%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP No. 02875D109

 

  1   NAME OF REPORTING PERSON  
         
        VOSS CAPITAL, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         564,756  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          564,756  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        564,756  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

5

CUSIP No. 02875D109

 

  1   NAME OF REPORTING PERSON  
         
        TRAVIS W. COCKE  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         564,756  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          564,756  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        564,756  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

6

CUSIP No. 02875D109

 

  1   NAME OF REPORTING PERSON  
         
        TT GLOBAL EQUITIES FIA IE  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  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  
         
        BRAZIL  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         89,189  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          89,189  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        89,189  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

7

CUSIP No. 02875D109

 

  1   NAME OF REPORTING PERSON  
         
        TT GLOBAL EQUITIES  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  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  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         321,618  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          321,618  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        321,618  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.3%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

8

CUSIP No. 02875D109

 

  1   NAME OF REPORTING PERSON  
         
        TT INVESTIMENTOS LTDA  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  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  
         
        BRAZIL  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         410,807  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          410,807  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        410,807  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.9%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

9

CUSIP No. 02875D109

 

  1   NAME OF REPORTING PERSON  
         
        ANTONIO FRAGA BAER BAHIA  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  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  
         
        BRAZIL  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         410,807  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          410,807  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        410,807  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.9%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

10

CUSIP No. 02875D109

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1.Security and Issuer.

This statement relates to the Common Stock, par value $0.001 per share (the “Shares”), of American Outdoor Brands, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1800 North Route Z, Suite A, Columbia, Missouri 65202.

Item 2.Identity and Background.
(a)This statement is filed by:
(i)Voss Value Master Fund, L.P., a Cayman Islands limited partnership, (“Voss Value Master Fund”), with respect to the Shares directly and beneficially owned by it;

 

(ii)Voss Value-Oriented Special Situation Fund, L.P., a Delaware limited partnership (“Voss Value-Oriented Special Situations Fund”), with respect to the Shares directly and beneficially owned by it;

 

(iii)Voss Advisors GP, LLC, a Texas limited liability company (“Voss GP”), as the general partner of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund;

 

(iv)Voss Capital, LLC, a Texas limited liability company (“Voss Capital”), as the investment manager of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and certain separately managed accounts (the “Voss Managed Accounts”);

 

(v)Travis W. Cocke, as the managing member of Voss Capital and Voss GP;

 

(vi)TT Global Equities FIA IE, a fund duly organized in Brazil (“TT Global Equities FIA”), with respect to the Shares directly and beneficially owned by it;

 

(vii)TT Global Equities, a fund duly organized in the Cayman Islands (“TT Global Equities”), with respect to the Shares directly and beneficially owned by it;

 

(viii)TT Investimentos Ltda, a sociedad limitada organized under the laws of the Republic of Brazil (“TT Investimentos”), as the sole investment advisor of TT Global Equities FIA and TT Global Equities; and

 

(ix)Antonio Fraga Baer Bahia, as the principal manager of TT Investimentos.

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of TT Investimentos. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

11

CUSIP No. 02875D109

(b)       The address of the principal office of each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund, Voss GP, Voss Capital and Mr. Cocke is 3773 Richmond, Suite 500, Houston, Texas 77046. The address of the principal office of each of TT Investimentos, TT Global Equities FIA and Mr. Bahia is Av General San Martin 1002 Sl 301b, Leblon, Rio de Janeiro, RJ, Brazil. The address of the principal office of TT Global is 190 Elgin Avenue, George Town, KY1-9005, Cayman Islands.

(c)       The principal business of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund is investing in securities. The principal business of Voss GP is serving as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund. The principal business of Voss Capital is serving as the investment manager of each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts. Mr. Cocke serves as the managing member of each of Voss Capital and Voss GP.

The principal business of each of TT Global Equities FIA and TT Global Equities is investing in securities. The principal business of TT Investimentos is serving as the sole investment advisor of each of TT Global Equities FIA and TT Global Equities. Mr. Bahia serves as the principal manager of TT Investimentos.

(d)       None of the Reporting Persons nor any of the persons listed in Schedule A have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       None of the Reporting Persons nor any of the persons listed in Schedule A have, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Voss Value Master Fund, Voss Value-Oriented Special Situations Fund, Voss GP and Voss Capital are organized under the laws of the State of Texas. Mr. Cocke is a citizen of the United States of America.

TT Investimentos is a sociedad limitada organized and duly active under the laws of the Republic of Brazil. TT Global Equities FIA is a fund duly organized and in existence in Brazil. TT Global Equities is fund duly organized and in existence in the Cayman Islands. Mr. Bahia is a citizen of Brazil.

Item 3.Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 311,136 Shares beneficially owned by Voss Value Master Fund is approximately $6,919,646, including brokerage commissions. The aggregate purchase price of the 75,762 Shares beneficially owned by Voss Value-Oriented Special Situations Fund is approximately $2,014,751, including brokerage commissions. The aggregate purchase price of the 177,858 Shares held in the Voss Managed Accounts is approximately $4,130,006, including brokerage commissions.

12

CUSIP No. 02875D109

The Shares purchased by each of TT Global Equities FIA and TT Global Equities were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 89,189 Shares beneficially owned by TT Global Equities FIA is approximately $2,372,097, including brokerage commissions. The aggregate purchase price of the 321,618 Shares beneficially owned by TT Global Equities is approximately $8,070,007, including brokerage commissions.

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

Certain of the Reporting Persons have engaged, and expect to continue to engage, in discussions with management and the Board of Directors of the Issuer regarding available opportunities to enhance stockholder value and certain corporate governance-related topics, including, among other items, the composition of the Board of Directors.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, cost and capital allocation, ownership structure, board structure (including board composition), calling of special meeting(s), potential business combinations or dispositions involving the Issuer or certain of its businesses or other strategic alternatives, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

 

Item 5.Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 14,104,127 Shares outstanding, as of September 2, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 9, 2021.

13

CUSIP No. 02875D109

A.Voss Value Master Fund
(a)As of the close of business on November 29, 2021, Voss Value Master Fund beneficially owned 311,136 Shares.

Percentage: Approximately 2.2%

(b)1. Sole power to vote or direct vote: 311,136
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 311,136
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Voss Value Master Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
B.Voss Value-Oriented Special Situations Fund
(a)As of the close of business on November 29, 2021, Voss Value-Oriented Special Situations Fund beneficially owned 75,762 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 75,762
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 75,762
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Voss Value-Oriented Special Situations Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
C.Voss GP
(a)Voss GP, as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 311,136 Shares owned by Voss Value Master Fund and (ii) 75,762 Shares owned by Voss Value-Oriented Special Situations Fund.

Percentage: Approximately 2.7%

(b)1. Sole power to vote or direct vote: 386,898
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 386,898
4. Shared power to dispose or direct the disposition: 0

 

(c)Voss GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
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CUSIP No. 02875D109

D.Voss Capital
(a)As of the close of business on November 29, 2021, 177,858 Shares were held in the Voss Managed Accounts. Voss Capital, as the investment manager of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 311,136 Shares owned by Voss Value Master Fund and (ii) 75,762 Shares owned by Voss Value-Oriented Special Situations Fund.

Percentage: Approximately 4.0%

(b)1. Sole power to vote or direct vote: 564,756
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 564,756
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Voss Capital through the Voss Managed Accounts and on behalf of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
E.Mr. Cocke
(a)Mr. Cocke, as the managing member of each of Voss Capital and Voss GP, may be deemed the beneficial owner of the (i) 311,136 Shares owned by Voss Value Master Fund, (ii) 75,762 Shares owned by Voss Value-Oriented Special Situations Fund and (iii) 177,858 Shares held in the Voss Managed Accounts.

Percentage: Approximately 4.0%

(b)1. Sole power to vote or direct vote: 564,756
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 564,756
4. Shared power to dispose or direct the disposition: 0

 

(c)Mr. Cocke has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund and through the Voss Managed Accounts during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
F.TT Global Equities FIA
(a)As of the close of business on November 29, 2021, TT Global Equities FIA beneficially owned 89,189 Shares

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 89,189
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 89,189
4. Shared power to dispose or direct the disposition: 0

 

15

CUSIP No. 02875D109

(c)The transactions in the Shares by TT Global Equities FIA during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
G.TT Global Equities
(a)As of the close of business on November 29, 2021, TT Global Equities beneficially owned 321,618 Shares

Percentage: Approximately 2.3%

(b)1. Sole power to vote or direct vote: 321,618
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 321,618
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by TT Global Equities during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
H.TT Investimentos
(a)TT Investimentos, as the sole investment advisor of each of TT Global Equities FIA and TT Global Equities, may be deemed the beneficial owner of the (i) 89,189 Shares owned by TT Global Equities FIA and (ii) 321,618 Shares owned by TT Global Equities.

Percentage: Approximately 2.9%

(b)1. Sole power to vote or direct vote: 410,807
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 410,807
4. Shared power to dispose or direct the disposition: 0

 

(c)TT Investimentos has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of TT Global Equities FIA and TT Global Equities during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I.Mr. Bahia
(a)Mr. Bahia, as the principal manager of TT Investimentos, may be deemed the beneficial owner of the (i) 89,189 Shares owned by TT Global Equities FIA and (ii) 321,618 Shares owned by TT Global Equities.

Percentage: Approximately 2.9%

(b)1. Sole power to vote or direct vote: 410,807
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 410,807
4. Shared power to dispose or direct the disposition: 0

 

16

CUSIP No. 02875D109

(c)Mr. Bahia has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of TT Global Equities FIA and TT Global Equities during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(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.

On November 18, 2021, the Reporting Persons entered into a Group Agreement., pursuant to which, among other things, the parties agreed (a) to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, (b) to provide written notice of transactions in the Issuer’s securities to Olshan Frome Wolosky LLP and (c) to form a group to undertake a plan of action at the Issuer aimed at enhancing stockholder value, which plan may include, but is not limited to, proposals relating to the Issuer’s operations, cost and capital allocation, strategic alternatives, the calling of special meeting(s), and/or reconstitution of the Issuer’s board of directors. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Group Agreement, dated November 18, 2021.

 

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CUSIP No. 02875D109

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 29, 2021

 

  VOSS VALUE MASTER FUND, L.P.
   
  By:

Voss Advisors GP, LLC

General Partner

     
  By:

/s/ Travis W. Cocke

    Name: Travis W. Cocke
    Title: Managing Member

 

  VOSS VALUE-ORIENTED SPECIAL SITUATION FUND, LP
   
  By:

Voss Advisors GP, LP

General Partner

     
  By:

/s/ Travis W. Cocke

    Name: Travis W. Cocke
    Title: Managing Member

 

  VOSS ADVISORS GP, LLC
   
  By:

Travis W. Cocke

    Name: Travis W. Cocke
    Title: Managing Member

 

  VOSS CAPITAL LLC
   
  By:

Travis W. Cocke

    Name: Travis W. Cocke
    Title: Managing Member

 

 

Travis W. Cocke

  Travis W. Cocke

 

 

18

CUSIP No. 02875D109

  TT GLOBAL EQUITIES FIA IE
   
     
  By:

/s/ Antonio Fraga Baer Bahia

    Name: Antonio Fraga Baer Bahia
    Title: Principal

 

  TT GLOBAL EQUITIES
   
  By:

/s/ Antonio Fraga Baer Bahia

    Name: Antonio Fraga Baer Bahia
    Title: Authorized Person

 

  TT INVESTIMENTOS LTDA.
   
     
  By:

/s/ Antonio Fraga Baer Bahia

    Name: Antonio Fraga Baer Bahia
    Title: Principal

 

 

/s/ Antonio Fraga Baer Bahia

  Antonio Fraga Baer Bahia

 

19

CUSIP No. 02875D109

SCHEDULE A

Directors and Officers of TT Investimentos Ltda

Name and Position Principal Occupation Principal Business Address Citizenship
Antonio Fraga Baer Bahia Company Director Av. General San Martin 1002, Sala 301B
Leblon, Rio de Janeiro, RJ, Brazil, 22441-014
Brazil
Arthur Fraga Baer Bahia Company Director Av. General San Martin 1002, Sala 301B
Leblon, Rio de Janeiro, RJ, Brazil, 22441-014
Brazil
Mikkel Davidsen Davies Company Director Av. General San Martin 1002, Sala 301B
Leblon, Rio de Janeiro, RJ, Brazil, 22441-014

Brazil
Mauricio Garcia Company Director Av. General San Martin 1002, Sala 301B
Leblon, Rio de Janeiro, RJ, Brazil, 22441-014
Brazil

 

 

CUSIP No. 02875D109

Schedule B

Transactions in the Shares During the Past Sixty Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

 

VOSS VALUE MASTER FUND, LP

 

Sale of Common Stock (5,000) 22.8000 11/01/2021
Sale of Common Stock (5,200) 22.7287 11/01/2021
Sale of Common Stock (4,800) 23.0779 11/04/2021
Purchase of Common Stock 10,000 23.4074 11/11/2021
Purchase of Common Stock 7,501 23.9937 11/12/2021
Purchase of Common Stock 8,381 23.8286 11/12/2021
Purchase of Common Stock 4,118 24.3243 11/15/2021
Purchase of Common Stock 556 24.2110 11/15/2021
Purchase of Common Stock 4,245 24.8500 11/16/2021
Purchase of Common Stock 6,335 24.2250 11/22/2021

 

VOSS VALUE-ORIENTED SPECIAL SITUATIONS FUND, LP

 

Purchase of Common Stock 5,000 24.2000 10/01/2021
Purchase of Common Stock 5,000 25.0437 10/07/2021
Purchase of Common Stock 25,000 23.4102 11/05/2021
Purchase of Common Stock 762 24.2250 11/22/2021

 

VOSS CAPITAL, LLC

(Through Separately Managed Accounts)

 

Purchase of Common Stock 6,900 23.5992 10/01/2021
Sale of Common Stock (1,900) 22.1174 11/02/2021
Purchase of Common Stock 25,000 23.4351 11/11/2021
Purchase of Common Stock 2,858 24.2250 11/22/2021

 

 

CUSIP No. 02875D109

TT GLOBAL EQUITIES FIA IE

 

Purchase of Common Stock 840 25.0292 09/30/2021
Sale of Common Stock (25,085) 23.7643 10/01/2021
Sale of Common Stock (2,150) 24.6636 10/04/2021
Purchase of Common Stock 1,100 24.6480 10/05/2021
Purchase of Common Stock 440 24.4420 10/06/2021
Purchase of Common Stock 880 25.0541 10/07/2021
Purchase of Common Stock 2,610 24.0419 10/11/2021
Purchase of Common Stock 1,728 23.9416 10/13/2021
Purchase of Common Stock 373 24.1984 10/14/2021
Purchase of Common Stock 1,505 23.6247 10/15/2021
Purchase of Common Stock 645 23.6611 10/22/2021
Purchase of Common Stock 645 23.1941 10/26/2021
Purchase of Common Stock 2,165 22.3198 10/27/2021
Purchase of Common Stock 373 21.9948 10/28/2021
Purchase of Common Stock 430 22.5453 10/29/2021
Purchase of Common Stock 39 22.8072 11/01/2021
Sale of Common Stock (4,010) 22.0442 11/02/2021
Purchase of Common Stock 645 23.4493 11/03/2021
Purchase of Common Stock 262 22.9997 11/04/2021
Purchase of Common Stock 5,260 23.1985 11/05/2021
Purchase of Common Stock 2,526 23.3360 11/08/2021
Purchase of Common Stock 322 23.3272 11/11/2021
Purchase of Common Stock 211 24.2738 11/12/2021
Purchase of Common Stock 210 24.7725 11/17/2021
Purchase of Common Stock 1,055 24.1590 11/18/2021
Purchase of Common Stock 844 24.5342 11/19/2021
Purchase of Common Stock 1,266 24.2739 11/22/2021
Purchase of Common Stock 2,806 23.8384 11/23/2021
Purchase of Common Stock 3,468 24.1623 11/24/2021
Purchase of Common Stock 2,641 23.3215 11/26/2021
Purchase of Common Stock 1,908 23.3014 11/29/2021

 

 

CUSIP No. 02875D109

TT GLOBAL EQUITIES

 

Purchase of Common Stock 3,160 25.1292 09/30/2021
Sale of Common Stock (94,368) 23.7643 10/01/2021
Purchase of Common Stock 2,000 24.4689 10/04/2021
Sale of Common Stock (9,850) 24.6636 10/04/2021
Purchase of Common Stock 3,900 24.6480 10/05/2021
Purchase of Common Stock 9,560 24.4420 10/06/2021
Sale of Common Stock (8,000) 24.5017 10/06/2021
Purchase of Common Stock 3,120 25.0541 10/07/2021
Purchase of Common Stock 9,390 24.0419 10/11/2021
Purchase of Common Stock 6,272 23.9416 10/13/2021
Purchase of Common Stock 1,348 24.1984 10/14/2021
Purchase of Common Stock 5,495 23.6247 10/15/2021
Purchase of Common Stock 2,355 23.6611 10/22/2021
Purchase of Common Stock 2,355 23.1941 10/26/2021
Purchase of Common Stock 7,835 22.3198 10/27/2021
Purchase of Common Stock 1,362 21.9948 10/28/2021
Purchase of Common Stock 1,570 22.5453 10/29/2021
Purchase of Common Stock 4,961 22.8072 11/01/2021
Sale of Common Stock (4,818) 23.0148 11/01/2021
Sale of Common Stock (14,637) 22.0442 11/02/2021
Purchase of Common Stock 2,355 23.4493 11/03/2021
Purchase of Common Stock 983 22.9997 11/04/2021
Purchase of Common Stock 19,740 23.1985 11/05/2021
Purchase of Common Stock 9,474 23.3360 11/08/2021
Purchase of Common Stock 1,206 23.3272 11/11/2021
Purchase of Common Stock 789 24.2738 11/12/2021
Purchase of Common Stock 790 24.7725 11/17/2021
Purchase of Common Stock 3,945 24.1590 11/18/2021
Purchase of Common Stock 3,156 24.5342 11/19/2021
Purchase of Common Stock 4,734 24.2739 11/22/2021
Purchase of Common Stock 10,496 23.8384 11/23/2021
Purchase of Common Stock 12,970 24.1623 11/24/2021
Purchase of Common Stock 9,562 23.3215 11/26/2021
Purchase of Common Stock 7,092 23.3014 11/29/2021