Page 4 of 6 – SEC Filing
accounts which may extend
margin credit to the Reporting Person from time to time, subject to applicable federal margin regulations, stock exchange rules
and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment
of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time
in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin
used to purchase the Shares reported herein.
| Item 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:
On February 28, 2018, the Reporting Person entered
into a cooperation agreement with the Issuer (the “Cooperation Agreement“) and issued a joint press release
with the Issuer announcing the Cooperation Agreement and certain of its material terms (the “Press
Release“). The full text of the Cooperation Agreement and Press Release are included as Exhibit E and Exhibit
F, respectively, to this Amendment No. 2 by reference to Exhibits 10.1 and 99.1 of the Issuer’s Current Report on Form
8-K filed with the SEC on February 28, 2018 (the “Form 8-K“) and is incorporated by reference herein.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Items 5(a), (b), (c) and (d) of the Schedule
13D are hereby amended and restated in their entirety as follows:
(a) The aggregate percentage of
Shares reported to be beneficially owned by the Reporting Persons is based upon 91,913,000 Shares outstanding as of December
31, 2017, as reported in Exhibit 99.1 of the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 22, 2018.
As of the close of business on the
date hereof, the Reporting Person may be deemed to beneficially own 7,929,638 Shares, representing approximately 8.6% of the Shares
outstanding.
By virtue of the Cooperation
Agreement the Reporting Person, Mr. Murphy and Mr. Yanofsky are no longer deemed to be a “group” for purposes of Section
13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder. As a result, this Amendment No. 2 only reports the beneficial
ownership of the Reporting Person.
(b) The Reporting Person has sole
voting and dispositive power over 7,929,638 Shares, which power is exercised by the Principal.
(c) There were no transactions in the Shares effected
by the Reporting Person since Amendment No. 1.
(d) No person (other than the Reporting Person) is known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
