Page 5 of 7 – SEC Filing
Page 4
This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statements on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2018 (the “Original Schedule 13D”), Amendment No 1 to the Original Schedule 13D filed with the SEC on May 30, 2018 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed with the SEC on August 22, 2018 (“Amendment No. 2”), Amendment No. 3 filed with the SEC on November 13, 2018 (“Amendment No.3”) and Amendment No. 4 filed with the SEC on December 28, 2018 (“Amendment No. 4”) and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the (“Schedule 13D”), with respect to the Common Stock, par value $0.0001 per share (the “Common Stock”) of Telaria, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D. This Amendment No 5 amends Items 3, 5 and 6 as set forth below.
Item 3. Source and Amount of Funds or Other Considerations
Shares reported represent 3,977,198 shares of Common Stock of the Issuer.
The Reporting Persons used a total of approximately $12,367,551 (including commissions, if any) to acquire the Common Stock reported in this Schedule 13D. The Common Stock was purchased with the investment capital of the Fund and certain other private investments funds advised by Edenbrook.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, (i) Edenbrook and Mr. Brolin may be deemed to be the beneficial owners of
3,977,198 shares of Common Stock, constituting 8.66% of the shares of Common Stock, based upon 45,925,226 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on form 10-Q filed by the Issuer on August 8, 2019, and (ii) the Fund may be deemed to be the beneficial owner of
3,311,056 shares of Common Stock, constituting 7.21% of the shares of Common Stock, based upon 45,925,226 shares of Common Stock outstanding as of August 5, 2019, as reported in the Issuer’s Quarterly Report on the form 10-Q filed by the Issuer on August 8, 2019.
(b) Edenbrook and Mr. Brolin have the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 3,977,198 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of
3,977,198 shares of Common Stock.
The Fund has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of
3,311,056 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of
3,311,056 shares of Common Stock.
(c) The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Schedule A. All such transactions were carried out in open market transactions.
(d) No person other than the Reporting Persons and the private investments funds advised by Edenbrook are 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 of Common Stock held by the Fund and the other private investment funds advised by Edenbrook.
