You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Richmond Brothers, Inc | 5,172,452 | 5,242,197 | 5,172,452 | 5,242,197 | 5,172,452 | 10.0% |
| RBI Private Investment I | 164,841 | 5,248,332 | 164,841 | 5,248,332 | 164,841 | Less than 1% |
| RBI Private Investment II | 29,802 | 0 | 29,802 | 0 | 29,802 | Less than 1% |
| RBI PI Manager | 194,643 | 0 | 194,643 | 0 | 194,643 | Less than 1% |
| Richmond Brothers 401(k) Profit Sharing Plan | 41,495 | 41,495 | 41,495 | Less than 1% | ||
| David S. Richmond | 371,055 | 371,055 | 5,613,252 | 10.9% | ||
| Matthew J. Curfman | 40,684 | 40,684 | 5,289,016 | 10.3% | ||
| Norman J. Ravich Irrevocable Trust | 44,400 | 44,400 | 44,400 | Less than 1% | ||
| Norman and Sally Ravich Family Trust | 18,500 | 18,500 | 18,500 | Less than 1% | ||
| Alexander Coleman Ravich 1991 Irrevocable Trust | 25,000 | 25,000 | 25,000 | Less than 1% | ||
| Alyssa Danielle Ravich 1991 Irrevocable Trust | 25,000 | 25,000 | 25,000 | Less than 1% | ||
| Mark H. Ravich | 467,650 | 467,650 | 467,650 | Less than 1% |
Page 1 of 23 – SEC Filing
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. 3)1
Rockwell Medical, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
774374102
(CUSIP Number)
DAVID S. RICHMOND
RICHMOND BROTHERS, INC.
3568 Wildwood Avenue
Jackson, Michigan 49202
(517) 435-4040
STEVE WOLOSKY
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)
March 21, 2017
(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 x.
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).
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Page 2 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Richmond Brothers, Inc. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (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 MICHIGAN | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 5,172,452 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 5,172,452 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,172,452 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0% | ||
| 14 | TYPE OF REPORTING PERSON IA, CO | ||
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Page 3 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON RBI Private Investment I, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (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 DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 164,841 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 164,841 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,841 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 4 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON RBI Private Investment II, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (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 DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 29,802 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 29,802 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,802 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 5 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON RBI PI Manager, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 194,643 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 194,643 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 194,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 6 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Richmond Brothers 401(k) Profit Sharing Plan | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (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 MICHIGAN | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 41,495 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 41,495 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,495 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON EP | ||
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Page 7 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON David S. Richmond | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO, PF | ||
| 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 371,055 | |
| 8 | SHARED VOTING POWER 5,242,197 | ||
| 9 | SOLE DISPOSITIVE POWER 371,055 | ||
| 10 | SHARED DISPOSITIVE POWER 5,242,197 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,613,252 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
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Page 8 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Matthew J. Curfman | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO, PF | ||
| 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 40,684 | |
| 8 | SHARED VOTING POWER 5,248,332 | ||
| 9 | SOLE DISPOSITIVE POWER 40,684 | ||
| 10 | SHARED DISPOSITIVE POWER 5,248,332 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,289,016 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
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Page 9 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Norman J. Ravich Irrevocable Trust | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (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 MINNESOTA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 44,400 | |
| 8 | SHARED VOTING POWER -0- | ||
| 9 | SOLE DISPOSITIVE POWER 44,400 | ||
| 10 | SHARED DISPOSITIVE POWER -0- | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,400 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 10 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Norman and Sally Ravich Family Trust | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (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 MINNESOTA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 18,500* | |
| 8 | SHARED VOTING POWER -0- | ||
| 9 | SOLE DISPOSITIVE POWER 18,500* | ||
| 10 | SHARED DISPOSITIVE POWER -0- | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
*Consisting of 18,500 Shares underlying certain call options.
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Page 11 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Alexander Coleman Ravich 1991 Irrevocable Trust | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (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 MINNESOTA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 25,000 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 25,000 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 12 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Alyssa Danielle Ravich 1991 Irrevocable Trust | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (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 MINNESOTA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 25,000 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 25,000 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 13 of 23 – SEC Filing
| 1 | NAME OF REPORTING PERSON Mark H. Ravich | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS PF, AF | ||
| 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 467,650* | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 467,650* | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 467,650* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%* | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
* Includes 88,500 Shares underlying certain call options.
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Page 14 of 23 – SEC Filing
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by:
| | (i) | Richmond Brothers, Inc., a Michigan corporation (“Richmond Brothers”), which serves as the investment advisor to certain managed accounts (the “Separately Managed Accounts”); |
| | (ii) | RBI Private Investment I, LLC, a Delaware limited liability company (“RBI PI”); |
| | (iii) | RBI Private Investment II, LLC, a Delaware limited liability company (“RBI PII”); |
| | (iv) | RBI PI Manager, LLC, a Delaware limited liability company (“RBI Manager”), which serves as the manager of RBI PI and RBI PII; |
| | (v) | Richmond Brothers 401(k) Profit Sharing Plan, an employee benefit plan organized under the laws of Michigan (the “RBI Plan”); |
| | (vi) | David S. Richmond, who serves as Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan; |
| | (vii) | Matthew J. Curfman, who serves as President of Richmond Brothers and a trustee of the RBI Plan; |
| | (viii) | Norman J. Ravich Irrevocable Trust, a Minnesota trust (the “NJR Trust”); |
| | (ix) | Norman and Sally Ravich Family Trust, a Minnesota trust (the “NSR Trust”); |
| | (x) | Alexander Coleman Ravich 1991 Irrevocable Trust, a Minnesota trust (the “ACR Trust”); |
| | (xi) | Alyssa Danielle Ravich 1991 Irrevocable Trust, a Minnesota trust (the “ADR Trust” and together with the NJR Trust, NSR Trust and ACR Trust, the “Ravich Trusts”); and |
| | (xii) | Mark H. Ravich, who serves as the trustee of each of the Ravich Trusts. |
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 and Joinder Agreement thereto, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
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Page 15 of 23 – SEC Filing
(b) The address of the principal office of each of Richmond Brothers, RBI PI, RBI PII, RBI Manager, the RBI Plan and Messrs. Richmond and Curfman is 3568 Wildwood Avenue, Jackson, Michigan 49202. The address of the principal office of each of Mr. Ravich and the Ravich Trusts is 600 South Highway 169, Suite 1660, St. Louis Park, Minnesota 55426.
(c) The principal business of Richmond Brothers is serving as a registered investment advisor and is the investment advisor to the Separately Managed Accounts. The principal business of each of RBI PI and RBI PII is investing in securities. The principal business of RBI Manager is serving as the manager of RBI PI and RBI PII. The principal business of the RBI Plan is investing in securities. The principal occupation of Mr. Richmond is serving as Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan. The principal occupation of Mr. Curfman is serving as President of Richmond Brothers and a trustee of the RBI Plan. The principal business of the Ravich Trusts are holding, managing and distributing the property of the respective trusts and the proceeds therefrom. Mr. Ravich serves as the trustee of the Ravich Trusts and is the President of TriStar Management, Inc. Messrs. Richmond and Curfman constitute the sole executive officers, directors and stockholders of Richmond Brothers.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, 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) Messrs. Richmond, Curfman and Ravich are citizens of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares held in the Separately Managed Accounts and purchased by each of RBI PI, RBI PII, the RBI Plan, the NJR Trust, the ACR Trust and the ADR Trust 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 purchases. The aggregate purchase price of the 5,172,452 Shares held by the Separately Managed Accounts is approximately $30,772,564, excluding brokerage commissions. The aggregate purchase price of the 164,841 Shares owned directly by RBI PI is approximately $1,099,401, excluding brokerage commissions. The aggregate purchase price of the 29,802 Shares owned directly by RBI PII is approximately $175,072, excluding brokerage commissions. The aggregate purchase price of the 41,495 Shares owned directly by the RBI Plan is approximately $281,440, excluding brokerage commissions. The aggregate purchase price of the 44,400 Shares owned directly by the NJR Trust is approximately $239,316, excluding brokerage commissions. The aggregate purchase price of the 25,000 Shares owned directly by the ACR Trust is approximately $181,750, excluding brokerage commissions. The aggregate purchase price of the 25,000 Shares owned directly by the ADR Trust is approximately $183,000, excluding brokerage commissions.
The Shares purchased by Mr. Richmond were purchased with personal funds (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 204,662 Shares beneficially owned by Mr. Richmond, including 28,096 Shares directly owned by his spouse, 147 Shares directly owned by his daughter and 7 Shares directly owned by his son, is approximately $890,826, excluding brokerage commissions.
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Page 16 of 23 – SEC Filing
The Shares purchased by Mr. Curfman were purchased with personal funds (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 75,069 Shares beneficially owned by Mr. Curfman, including the 34,385 Shares directly owned by his spouse, is approximately $466,289, excluding brokerage commissions.
The Shares and call options purchased by Mr. Ravich were purchased with personal funds (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 284,750 Shares owned directly by Mr. Ravich is approximately $2,056,400, excluding brokerage commissions. The aggregate purchase price of the call options exercisable into 70,000 Shares owned directly by Mr. Ravich is approximately $85,000, excluding brokerage commissions.
The call options purchased by the NSR Trust 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 call options exercisable into 18,500 Shares owned directly by the NSR Trust is approximately $23,775, excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 51,527,711 Shares outstanding as of February 17, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2017.
| A. | Richmond Brothers |
| | (a) | As of the close of business on March 22, 2017, 5,172,452 Shares were held in the Separately Managed Accounts. As the investment advisor to the Separately Managed Accounts, Richmond Brothers may be deemed the beneficial owner of the 5,172,452 Shares held in the Separately Managed Accounts. |
Percentage: Approximately 10.0%
| | (b) | 1. Sole power to vote or direct vote: 5,172,452 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 5,172,452 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer through the Separately Managed Accounts by Richmond Brothers since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| B. | RBI PI |
| | (a) | As of the close of business on March 22, 2017, RBI PI beneficially owned 164,841 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 164,841 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 164,841 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | RBI PI has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. |
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Page 17 of 23 – SEC Filing
| C. | RBI PII |
| | (a) | As of the close of business on March 22, 2017, RBI PII beneficially owned 29,802 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 29,802 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 29,802 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by RBI PII since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| D. | RBI Manager |
| | (a) | As the manager of RBI PI and RBI PII, RBI Manager may be deemed the beneficial owner of the (i) 164,841 Shares owned by RBI PI and (ii) 29,802 Shares owned by RBI PII. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 194,643 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 194,643 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | RBI Manager has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. The transactions in the securities of the Issuer on behalf of RBI PII since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| E. | RBI Plan |
| | (a) | As of the close of business on March 22, 2017, the RBI Plan beneficially owned 41,495 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 41,495 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 41,495 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by the RBI Plan since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
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Page 18 of 23 – SEC Filing
| F. | Mr. Richmond |
| | (a) | As of the close of business on March 22, 2017, Mr. Richmond beneficially owned 204,662 Shares, including 28,096 Shares directly owned by his spouse, 147 Shares directly owned by his daughter and 7 Shares directly owned by his son. As the Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan, Mr. Richmond may also be deemed the beneficial owner of the (i) 5,172,452 Shares held in the Separately Managed Accounts, (ii) 164,841 Shares owned by RBI PI, (iii) 29,802 Shares owned by RBI PII and (iv) 41,495 Shares owned by the RBI Plan. |
Percentage: Approximately 10.9%
| | (b) | 1. Sole power to vote or direct vote: 371,055 |
| | 2. Shared power to vote or direct vote: 5,242,197 |
| | 3. Sole power to dispose or direct the disposition: 371,055 |
| | 4. Shared power to dispose or direct the disposition: 5,242,197 |
| | (c) | Mr. Richmond has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. The transactions in the securities of the Issuer through the Separately Managed Accounts and by RBI PII and the RBI Plan since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| G. | Mr. Curfman |
| | (a) | As of the close of business on March 22, 2017, Mr. Curfman beneficially owned 75,069 Shares, including 34,385 Shares directly owned by his spouse. As the President of Richmond Brothers and a trustee of the RBI Plan, Mr. Curfman may also be deemed the beneficial owner of the (i) 5,172,452 Shares held in the Separately Managed Accounts and (ii) 41,495 Shares owned by the RBI Plan. |
Percentage: Approximately 10.3%
| | (b) | 1. Sole power to vote or direct vote: 40,684 |
| | 2. Shared power to vote or direct vote: 5,248,332 |
| | 3. Sole power to dispose or direct the disposition: 40,684 |
| | 4. Shared power to dispose or direct the disposition: 5,248,332 |
| | (c) | Mr. Curfman has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. The transactions in the securities of the Issuer through the Separately Managed Accounts and by the RBI Plan since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| H. | NJR Trust |
| | (a) | As of the close of business on March 22, 2017, the NJR Trust beneficially owned 44,400 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 44,400 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 44,400 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The NJR Trust has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. |
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Page 19 of 23 – SEC Filing
| I. | NSR Trust |
| | (a) | As of the close of business on March 22, 2017, the NSR Trust beneficially owned 18,500 Shares, representing Shares underlying certain call options. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 18,500 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 18,500 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The NSR Trust has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. |
| J. | ACR Trust |
| | (a) | As of the close of business on March 22, 2017, the ACR Trust beneficially owned 25,000 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 25,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 25,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The ACR Trust has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. |
| K. | ADR Trust |
| | (a) | As of the close of business on March 22, 2017, the ADR Trust beneficially owned 25,000 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 25,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 25,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The ADR Trust has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. |
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Page 20 of 23 – SEC Filing
| L. | Mr. Ravich |
| | (a) | As of the close of business on March 22, 2017, Mr. Ravich directly beneficially owned 354,750 Shares, including 70,000 Shares underlying certain call options. In addition, as the trustee of each of the Ravich Trusts, Mr. Ravich may be deemed the beneficial owner of the (i) 44,400 Shares owned by the NJR Trust, (ii) 18,500 Shares beneficially owned by the NSR Trust, (iii) 25,000 Shares owned by the ACR Trust and (iv) 25,000 Shares owned by the ADR Trust. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 467,650 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 467,650 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Mr. Ravich has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. |
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons. 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 Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On March 21, 2017, RBI PII entered into a Joinder Agreement (the “Joinder Agreement”) to the Group Agreement, as defined and described in the Schedule 13D, pursuant to which RBI PII agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each party of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer. A copy of the Joinder Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| | 99.1 | Joinder Agreement, dated March 21, 2017. |
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Page 21 of 23 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 23, 2017
| Richmond Brothers, Inc. | |||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Chairman | ||
| RBI Private Investment I, LLC | |||
| By: | RBI PI Manager, LLC | ||
| Manager | |||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Manager | ||
| RBI Private Investment II, LLC | |||
| By: | RBI PI Manager, LLC | ||
| Manager | |||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Manager | ||
| By: | RBI PI Manager, LLC | ||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Manager | ||
| By: | Richmond Brothers 401(k) Profit Sharing Plan | ||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Trustee | ||
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Page 22 of 23 – SEC Filing
| /s/ David S. Richmond | |
| David S. Richmond |
| /s/ Matthew J. Curfman | |
| Matthew J. Curfman |
| Norman J. Ravich Irrevocable Trust | |||
| By: | /s/ Mark H. Ravich | ||
| Name: | Mark H. Ravich | ||
| Title: | Trustee | ||
| Alexander Coleman Ravich 1991 Irrevocable Trust | |||
| By: | /s/ Mark H. Ravich | ||
| Name: | Mark H. Ravich | ||
| Title: | Trustee | ||
| Alyssa Danielle Ravich 1991 Irrevocable Trust | |||
| By: | /s/ Mark H. Ravich | ||
| Name: | Mark H. Ravich | ||
| Title: | Trustee | ||
| Norman and Sally Ravich Family Trust | |||
| By: | /s/ Mark H. Ravich | ||
| Name: | Mark H. Ravich | ||
| Title: | Trustee | ||
| /s/ Mark H. Ravich | |
| Mark H. Ravich |
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Page 23 of 23 – SEC Filing
SCHEDULE A
Transactions in the Securities of the Issuer Since the filing of the Schedule 13D
| Nature of Transaction | Securities Purchased/(Sold) | Price per Share ($) | Date of Purchase / Sale |
RICHMOND BROTHERS, INC.
(Through the Separately Managed Accounts)
| Purchase of Common Stock | 1,449 | 6.0900 | 03/03/2017 |
| Purchase of Common Stock | 808 | 6.1735 | 03/03/2017 |
| Purchase of Common Stock | 521 | 5.9554 | 03/03/2017 |
| Purchase of Common Stock | 76 | 5.9561 | 03/03/2017 |
| Purchase of Common Stock | 76 | 5.9561 | 03/03/2017 |
| Purchase of Common Stock | 252 | 5.9590 | 03/03/2017 |
| Purchase of Common Stock | 252 | 5.9510 | 03/03/2017 |
| Sale of Common Stock | (366) | 6.2101 | 03/03/2017 |
| Sale of Common Stock | (84) | 5.9993 | 03/03/2017 |
| Sale of Common Stock | (75) | 5.9500 | 03/03/2017 |
| Sale of Common Stock | (75) | 5.9890 | 03/03/2017 |
| Sale of Common Stock | (150) | 5.9546 | 03/03/2017 |
| Sale of Common Stock | (147) | 5.9700 | 03/03/2017 |
| Sale of Common Stock | (622) | 5.9500 | 03/06/2017 |
| Sale of Common Stock | (1,225) | 5.9575 | 03/06/2017 |
| Sale of Common Stock | (1,964) | 5.9500 | 03/06/2017 |
| Sale of Common Stock | (311) | 5.9566 | 03/07/2017 |
| Sale of Common Stock | (2,188) | 5.9538 | 03/07/2017 |
| Sale of Common Stock | (295) | 6.1095 | 03/09/2017 |
| Purchase of Common Stock | 923 | 5.9650 | 03/13/2017 |
| Sale of Common Stock | (923) | 5.9434 | 03/13/2017 |
| Sale of Common Stock | (2,078) | 5.8413 | 03/13/2017 |
| Sale of Common Stock | (4,448) | 5.6504 | 03/14/2017 |
| Purchase of Common Stock | 1,407 | 6.0217 | 03/16/2017 |
| Sale of Common Stock | (1,931) | 5.8300 | 03/17/2017 |
| Sale of Common Stock* | (458) | * | 03/20/2017 |
| Purchase of Common Stock | 876 | 5.7126 | 03/22/2017 |
RBI PRIVATE INVESTMENT II, LLC
| Purchase of Common Stock | 8,726 | 5.7262 | 03/21/2017 |
| Purchase of Common Stock | 21,076 | 5.9359 | 03/22/2017 |
RICHMOND BROTHERS 401(K) PROFIT SHARING PLAN
| Purchase of Common Stock | 7,408 | 5.7262 | 03/21/2017 |
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