0000902664-20-002463.txt : 20200622 0000902664-20-002463.hdr.sgml : 20200622 20200622165159 ACCESSION NUMBER: 0000902664-20-002463 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200622 DATE AS OF CHANGE: 20200622 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FINJAN HOLDINGS, INC. CENTRAL INDEX KEY: 0001366340 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 204075963 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82694 FILM NUMBER: 20979348 BUSINESS ADDRESS: STREET 1: 2000 UNIVERSITY AVENUE STREET 2: SUITE 600 CITY: EAST PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: (650) 282-3228 MAIL ADDRESS: STREET 1: 2000 UNIVERSITY AVENUE STREET 2: SUITE 600 CITY: EAST PALO ALTO STATE: CA ZIP: 94303 FORMER COMPANY: FORMER CONFORMED NAME: Converted Organics Inc. DATE OF NAME CHANGE: 20060616 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bardin Hill Long Duration Recoveries Management LP CENTRAL INDEX KEY: 0001731812 IRS NUMBER: 383907416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 477 MADISON AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-303-9400 MAIL ADDRESS: STREET 1: 477 MADISON AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Halcyon Long Duration Recoveries Management LP DATE OF NAME CHANGE: 20180216 SC 13D/A 1 p20-1239sc13da.htm FINJAN HOLDINGS, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 

Finjan Holdings, Inc.

(Name of Issuer)
 

Common Stock, $0.0001 par value

(Title of Class of Securities)
 

31788H303

(CUSIP Number)
 
Suzanne McDermott

Bardin Hill Investment Partners LP

299 Park Avenue, 24th Floor

New York, New York 10171

(212) 303-9400

 

with a copy to:

 

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

June 19, 2020

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 9 Pages)

______________________________

* 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. 31788H303SCHEDULE 13D/APage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

Bardin Hill Long Duration Recoveries Management LP

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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

1,916,921

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,916,921

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,916,921

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.9%

14

TYPE OF REPORTING PERSON

PN, IA

         

 

 

CUSIP No. 31788H303SCHEDULE 13D/APage 3 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

Bardin Hill LDR Management 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

1,916,921

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,916,921

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,916,921

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.9%

14

TYPE OF REPORTING PERSON

OO, HC

         

 

 

CUSIP No. 31788H303SCHEDULE 13D/APage 4 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

Bardin Hill Investment Partners 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

1,916,921

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,916,921

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,916,921

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.9%

14

TYPE OF REPORTING PERSON

OO, HC

       

 

 

CUSIP No. 31788H303SCHEDULE 13D/APage 5 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

Bardin Hill Management Partners LP

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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

1,916,921

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,916,921

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,916,921

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.9%

14

TYPE OF REPORTING PERSON

PN, HC

         

 

 

CUSIP No. 31788H303SCHEDULE 13D/APage 6 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

Bardin Hill Management Partners 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Alabama

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

1,916,921

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,916,921

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,916,921

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.9%

14

TYPE OF REPORTING PERSON

OO, HC

         

 

 

CUSIP No. 31788H303SCHEDULE 13D/APage 7 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

Jason Dillow

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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

1,916,921

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,916,921

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,916,921

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.9%

14

TYPE OF REPORTING PERSON

IN, HC

         

 

 

CUSIP No. 31788H303SCHEDULE 13D/APage 8 of 9 Pages

 

Amendment No. 5 to Schedule 13D

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (the “Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER

 

Items 5(a) and (b) of the Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and the percentage of the shares of Common Stock beneficially owned by the Reporting Persons. The percentages used in this Schedule 13D are calculated based 27,703,002 shares of Common Stock of the Issuer outstanding as of May 18, 2020, as reported in the Issuer’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 1, 2020.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Items 6 of the Schedule 13D is hereby amended and supplemented as follows:

 

  On June 19, 2020, the Warrants expired unexercised pursuant their terms.

 

 

CUSIP No. 31788H303SCHEDULE 13D/APage 9 of 9 Pages

 

SIGNATURES

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

Date: June 22, 2020

 

  Bardin Hill Long Duration Recoveries
  Management LP
   
  By: /s/ Suzanne McDermott
  Name: Suzanne McDermott
  Title: Chief Legal Officer and Chief
Compliance Officer
   

 

  Bardin Hill LDR Management GP LLC
   
  By: /s/ Suzanne McDermott
  Name: Suzanne McDermott
  Title: Chief Legal Officer and Chief
Compliance Officer

 

  Bardin Hill Management Holdings GP LLC
   
  By: /s/ Suzanne McDermott
  Name: Suzanne McDermott
  Title: Chief Legal Officer and Chief
Compliance Officer

 

  Bardin Hill Management Partners LP
   
  By: /s/ Suzanne McDermott
  Name: Suzanne McDermott
  Title: Chief Legal Officer and Chief
Compliance Officer
   

 

  Bardin Hill Management Partners GP LLC
   
  By: /s/ Suzanne McDermott
  Name: Suzanne McDermott
  Title: Chief Legal Officer and Chief
Compliance Officer
   

 

  /s/ Jason Dillow
  JASON DILLOW