Filing Details

Accession Number:
0000921895-19-001010
Form Type:
13D Filing
Publication Date:
2019-04-03 17:15:15
Filed By:
Baines Creek Capital, Llc
Company:
Legacy Reserves Inc.
Filing Date:
2019-04-03
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Baines Creek Partners 14,783,250 14,783,250 14,783,250 14,783,250 12.9%
Baines Creek Special Purpose Partners 9,919,802 9,919,802 9,919,802 9,919,802 8.6%
Baines Creek GP 7,510 7,510 24,703,052 14,783,250 12.9%
Baines Creek SP GP 9,000 9,000 24,703,052 9,919,802 8.6%
Baines Creek Capital 11,200 11,200 138,317 24,703,052 21.5%
Kevin Tracy 179,872 179,872 26,403,289 24,710,562 21.5%
Jeremy Carter 285,591 147,317 Less than 1%
James Schumacher 11,200 Less than 1%
Brian Williams 26,583,161 23.2%
William L. Thacker, III 285,591 0%
Stacy Hock Less than 1%
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

Legacy Reserves Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

524706108

(CUSIP Number)

BAINES CREEK CAPITAL, LLC

11940 Jollyville Road

Suite 210-S

Austin, Texas 78759

 

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)

 

April 1, 2019

(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).

 
  1   NAME OF REPORTING PERSON  
         
        Baines Creek Partners, 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  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         14,783,250  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          14,783,250  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        14,783,250  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        12.9%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2
  1   NAME OF REPORTING PERSON  
         
        Baines Creek Special Purpose Partners, 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  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         9,919,802  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          9,919,802  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        9,919,802  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.6%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

 

  1   NAME OF REPORTING PERSON  
         
        Baines Creek GP, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         14,783,250  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          14,783,250  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        14,783,250  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        12.9%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

4

 

  1   NAME OF REPORTING PERSON  
         
        Baines Creek SP GP, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         9,919,802  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          9,919,802  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        9,919,802  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.6%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

 

  1   NAME OF REPORTING PERSON  
         
        Baines Creek Capital, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         24,703,052  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          24,703,052  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        24,703,052  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        21.5%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

 

  1   NAME OF REPORTING PERSON  
         
        Kevin Tracy  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         7,510  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         24,703,052  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          7,510  
    10   SHARED DISPOSITIVE POWER  
           
          24,703,052  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        24,710,562  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        21.5%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

7

 

  1   NAME OF REPORTING PERSON  
         
        Jeremy Carter  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         9,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         138,317  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          9,000  
    10   SHARED DISPOSITIVE POWER  
           
          138,317  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        147,317  
  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  
         
        IN  

  

8

 

  1   NAME OF REPORTING PERSON  
         
        James Schumacher  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         11,200  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          11,200  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        11,200  
  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  
         
        IN  

  

9

 

  1   NAME OF REPORTING PERSON  
         
        Brian Williams  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         179,872  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         26,403,289  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          179,872  
    10   SHARED DISPOSITIVE POWER  
           
          26,403,289  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        26,583,161  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        23.2%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

10

 

  1   NAME OF REPORTING PERSON  
         
        William L. Thacker, III  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  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         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

11

 

  1   NAME OF REPORTING PERSON  
         
        Stacy Hock  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         285,591  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          285,591  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        285,591  
  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  
         
        IN  

  

12

The following constitutes Amendment No. 3 to the Schedule 13D (“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)Baines Creek Partners, L.P., a Delaware limited partnership (“BCP”), with respect to the Shares directly and beneficially owned by it;
(ii)Baines Creek Special Purpose Partners, L.P., a Delaware limited partnership (“BCSPP”), with respect to the Shares directly and beneficially owned by it;
(iii)Baines Creek GP, L.P., a Texas limited partnership (“BCP GP”), as the general partner of BCP;
(iv)Baines Creek SP GP, L.P., a Delaware limited partnership (“BCSPP GP”), as the general partner of BCSPP;
(v)Baines Creek Capital, LLC, a Texas limited liability company (“BCC”), as the investment manager of each BCP, BCSPP, BCP GP and BCSPP GP, and the general partner of each of BCP GP and BCSPP GP;
(vi)Jeremy Carter, with respect to the Shares directly and beneficially owned by him;
(vii)James Schumacher, with respect to the Shares directly and beneficially owned by him;
(viii)Kevin Tracy, with respect to the Shares directly and beneficially owned by him and as a Managing Partner of each of BCP GP, BCSPP GP and BCC;
(ix)Brian Williams, with respect to the Shares directly and beneficially owned by him, as a Managing Partner of each of BCP GP, BCSPP GP and BCC and as a nominee for the Board of Directors of the Issuer (the “Board”);
(x)Stacy Hock, with respect to the Shares directly and beneficially owned by her and as a nominee for the Board; and
(xi)William L. Thacker, III, as a nominee for the Board.

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 Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of BCP, BCSPP, BCP GP, BCSPP GP, BCC, Messrs. Carter, Schumacher, Tracy and Williams is 11940 Jollyville Road, Suite 210-S, Austin, Texas 78759. Ms. Hock’s principal business address is 3331 Westlake Drive, Austin, Texas 78746. Mr. Thacker’s principal business address is 7506 Awty School Lane, Houston, Texas 77055.

13

(c)       The principal business of each of BCP and BCSPP is investing in securities and engaging in all related activities and transactions. The principal business of BCP GP is serving as the general partner of BCP. The principal business of BCSPP GP is serving as the general partner of BCSPP. The principal business of BCC is serving as the general partner of each of BCP GP and BCSPP GP, and as the investment manager to each of BCP GP, BCSPP GP, BCP and BCSPP. The principal occupation of Messrs. Tracy and Williams are being Managing Partners of BCP GP, BCSPP GP, and BCC. The principal occupation of Messrs. Carter and Schumacher is as employees of BCC, and Mr. Carter is a limited partner of BCSPP GP, and Mr. Schumacher is a limited partner in both BCP GP and BCSPP GP. The principal occupation of Ms. Hock is serving as President of Texans First. Mr. Thacker is retired.

(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. Carter, Schumacher, Tracy, Williams and Thacker and Ms. Hock are citizens of the United States of America.

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

Item 3 is hereby amended and restated as follows:

The Shares purchased by BCP and BCSPP 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 cost of the 14,783,250 Shares directly owned by BCP is approximately $45,220,616, including brokerage commissions. The aggregate cost of the 9,919,802 Shares directly owned by BCSPP is approximately $30,321,053, including brokerage commissions.

The Shares purchased by each of Messrs. Tracy, Carter, Schumacher and Williams and Ms. Hock were purchased with personal funds. The aggregate purchase price of the 7,510 Shares directly owned by Mr. Tracy is approximately $13,923, including brokerage commissions. The aggregate purchase price of the 147,317 Shares beneficially owned by Mr. Carter is approximately $262,001, including brokerage commissions. The aggregate purchase price of the 11,200 Shares directly owned by Mr. Schumacher is approximately $19,932, including brokerage commissions. The aggregate purchase price of the 1,880,109 Shares beneficially owned by Mr. Williams is approximately $2,471,452, including brokerage commissions. The aggregate purchase price of the 285,591 Shares beneficially owned by Ms. Hock is approximately $470,994, including brokerage commissions.

14
Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 1, 2019, BCP delivered a letter to the Issuer nominating a slate of three highly-qualified director candidates, Stacy Hock, William L. Thacker, III and Brian Williams (collectively, the “Nominees”), for election to the Board at the Issuer’s 2019 annual meeting of shareholders. The Reporting Persons believe that the Nominees have the qualifications, experience and skill sets necessary to serve as directors of the Issuer. The Reporting Persons hope to continue to engage in discussions with the Issuer regarding board structure and composition, the Issuer’s financial position and means to enhance shareholder value.

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 114,810,671 Shares outstanding, as of March 20, 2019, 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 22, 2019.

A.BCP
(a)As of the close of business on April 3, 2019, BCP beneficially owned 14,783,250 Shares.

Percentage: Approximately 12.9%

(b)1. Sole power to vote or direct vote: 14,783,250

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 14,783,250

4. Shared power to dispose or direct the disposition: 0

(c)The transactions in the Shares by BCP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and incorporated herein by reference.
B.BCSPP
(a)As of the close of business on April 3, 2019, BCSPP beneficially owned 9,919,802 Shares.

Percentage: Approximately 8.6%

(b)1. Sole power to vote or direct vote: 9,919,802

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 9,919,802

4. Shared power to dispose or direct the disposition: 0

(c)BCSPP has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
C.BCP GP
(a)BCP GP, as the general partner of BCP, may be deemed the beneficial owner of the 14,783,250 Shares owned by BCP.
15

Percentage: Approximately 12.9%

(b)1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 14,783,250

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 14,783,250

(c)BCP GP has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of BCP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
D.BCSPP GP
(a)BCSPP GP, as the general partner of BCSPP, may be deemed the beneficial owner of the 9,919,802 Shares owned by BCSPP.

Percentage: Approximately 8.6%

(b)1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 9,919,802

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 9,919,802

(c)BCSPP GP has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
E.BCC
(a)As the investment manager of each of BCP, BCSPP, BCP GP and BCSPP GP, and the general partner of each of BCP GP and BCSPP GP, BCC may be deemed the beneficial owner of the (i) 14,783,250 Shares owned by BCP and (ii) 9,919,802 Shares owned by BCSPP.

Percentage: Approximately 21.5%

(b)1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 24,703,052

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 24,703,052

(c)BCC has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of BCP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
F.Mr. Tracy
(a)As of the close of business on April 3, 2019, Mr. Tracy directly owned 7,510 Shares. As a Managing Partner of each of BCP GP, BCSPP GP and BCC, Mr. Tracy may be deemed the beneficial owner of the (i) 14,783,250 Shares owned by BCP and (ii) 9,919,802 Shares owned by BCSPP.
16

Percentage: Approximately 21.5%

(b)1. Sole power to vote or direct vote: 7,510

2. Shared power to vote or direct vote: 24,703,052

3. Sole power to dispose or direct the disposition: 7,510

4. Shared power to dispose or direct the disposition: 24,703,052

(c)The transaction in the Shares by Mr. Tracy since the filing of Amendment No. 2 to the Schedule 13D is set forth in Schedule A and is incorporated herein by reference. The transactions in the Shares on behalf of BCP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

G.        Mr. Carter

(a)As of the close of business on April 3, 2019, Mr. Carter beneficially owned 147,317 Shares, including 138,317 Shares jointly owned with his spouse.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 9,000

2. Shared power to vote or direct vote: 138,317

3. Sole power to dispose or direct the disposition: 9,000

4. Shared power to dispose or direct the disposition: 138,317

 

(c)Mr. Carter has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

H.        Mr. Schumacher

(a)As of the close of business on April 3, 2019, Mr. Schumacher directly owned 11,200 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 11,200

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 11,200

4. Shared power to dispose or direct the disposition: 0

(c)The transaction in the Shares by Mr. Schumacher since the filing of Amendment No. 2 to the Schedule 13D is set forth in Schedule A and is incorporated herein by reference.

I.       Mr. Williams

(a)As of the close of business on April 3, 2019, Mr. Williams beneficially owned 1,880,109 Shares, including 1,700,237 Shares jointly owned with his spouse. As a Managing Partner of each of BCP GP, BCSPP GP and BCC, Mr. Williams may be deemed the beneficial owner of the (i) 14,783,250 Shares owned by BCP and (ii) 9,919,802 Shares owned by BCSPP.

Percentage: Approximately 23.2%

17
(b)1. Sole power to vote or direct vote: 179,872

2. Shared power to vote or direct vote: 26,403,289

3. Sole power to dispose or direct the disposition: 179,872

4. Shared power to dispose or direct the disposition: 26,403,289

(c)The transactions in the Shares by Mr. Williams since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and incorporated herein by reference. The transactions in the Shares on behalf of BCP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

J.       Ms. Hock

(a)As of the close of business on April 3, 2019, Ms. Hock beneficially owned 285,591 Shares, including (i) 160,001 Shares held by trusts for the benefit of her children of which Ms. Hock and her spouse are trustees and (ii) 125,590 Shares jointly owned with her spouse.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 285,591

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 285,591

(c)Ms. Hock has not entered into any transactions in the Shares during the past sixty days.

L.       Mr. Thacker

(a)As of the close of business on April 3, 2019, Mr. Thacker did not own any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

 

(c)Mr. Thacker has not entered into any transactions in the Shares during the past sixty days.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

18

On April 1, 2019 the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed 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) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), and (c) BCP agreed pay directly all pre-approved expenses in connection with the Solicitation. The Joint Filing and Solicitation 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 exhibits:

 

99.1Joint Filing and Solicitation Agreement by and among, Baines Creek Partners, L.P., Baines Creek Special Purpose Partners, L.P., Baines Creek GP, L.P., Baines Creek SP GP, L.P., Baines Creek Capital, LLC, Jeremy Carter, James Schumacher, Kevin Tracy, Brian Williams, Stacy Hock and William L. Thacker, III, dated April 1, 2019.
99.2Powers of Attorney.

 

19

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: April 3, 2019

 

  Baines Creek Partners, L.P.
   
  By:

Baines Creek GP, L.P.

its General Partner

   
  By: /s/ Brian Williams
    Name: Brian Williams
    Title: Managing Partner

 

  Baines Creek GP, L.P.
   
  By: /s/ Brian Williams
    Name: Brian Williams
    Title: Managing Partner

 

  Baines Creek Special Purpose Partners, L.P.
   
  By:

Baines Creek SP GP, L.P.

its General Partner

   
  By: /s/ Brian Williams
    Name: Brian Williams
    Title: Managing Partner

 

  Baines Creek SP GP, L.P.
   
  By: /s/ Brian Williams
    Name: Brian Williams
    Title: Managing Partner

 

  Baines Creek Capital, LLC
   
  By: /s/ Brian Williams
    Name: Brian Williams
    Title: Managing Partner

 

  /s/ Brian Williams
 

Brian Williams

Individually and as attorney-in-fact for Stacy Hock and William L. Thacker, III

 

 

20
  /s/ Kevin Tracy
  Kevin Tracy

 

 

  /s/ Jeremy Carter
  Jeremy Carter

 

 

  /s/ James Schumacher
  James Schumacher
21

SCHEDULE A

 

Transactions in the Shares since the Filing of Amendment No. 2 to the Schedule 13D

 

Shares of Common
Stock Purchased/(Sold)

Price Per

Share($)*

Date of

Purchase/Sale

 

Baines creek partners, l.p.

10,000 1.3000 03/12/2019
100,000 0.5020 03/18/2019
100,000 0.5370 03/19/2019
100,000 0.5070 03/20/2019
75,000 0.4950 03/26/2019
75,000 0.4930 03/27/2019

 

Brian williams

 

25,000 1.3900 02/11/2019
25,000 1.5000 02/12/2019
50,000 1.4400 02/13/2019
25,000 1.3500 02/15/2019
50,000 1.3600 02/19/2019
75,000 1.3600 02/20/2019
25,000 1.3300 02/22/2019
50,000 1.2500 02/25/2019
25,000 1.1900 02/26/2019
50,000 1.1550 02/28/2019
50,000 1.1600 03/01/2019
25,000 1.1900 03/04/2019
35,731 1.2741 03/04/2019
39,269 1.2581 03/06/2019
11,083 1.2700 03/07/2019
38,911 1.2000 03/08/2019
21,143 1.3300 03/11/2019
50,000 1.3000 03/12/2019
100,000 0.5000 03/18/2019
100,000 0.5400 03/19/2019
100,000 0.5050 03/20/2019
50,000 0.5050 03/26/2019
50,000 0.5000 03/27/2019

 


* The price reported is an average price. These shares were purchased in multiple transactions at prices ranging from $0.4700 to $1.5000 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

 

JAMES SCHUMACHER

 

2,514 0.5000 03/25/2019

 

Kevin TRacy

 

1,000 0.5450 03/20/2019