Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 8)

 

Under the Securities Exchange Act of 1934

 

GlyEco, Inc.

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(Name of Issuer)

 

Common Stock, $0.0001 par value

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(Title of Class of Securities)

 

0000931799

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(CUSIP Number)

 

 

Wynnefield Partners Small Cap Value, L.P. I 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus

Copy to: Jeffrey S. Tullman, Esq. Kane Kessler, P.C. 1350 Avenue of the Americas, 26th Floor New York, New York 10019 (212) 541-6222

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

 

December 27, 2016

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(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 which 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 ¨

 

 

CUSIP No. 0000931799

13D/A

Page 2 of 15

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Partners Small Cap Value, L.P. I 13-3953291
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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   15,942,637     (See Item 5)
		8	SHARED VOTING POWER   0      (See Item 5)
		9	SOLE DISPOSITIVE POWER   15,942,637     (See Item 5)
		10	SHARED DISPOSITIVE POWER   0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,942,637     (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.1%
14	TYPE OF REPORTING PERSON*   PN

 

 

CUSIP No. 0000931799

13D/A

Page 3 of 15

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Partners Small Cap Value, L.P. 13-3688497
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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   9,821,094      (See Item 5)
		8	SHARED VOTING POWER   0     (See Item 5)
		9	SOLE DISPOSITIVE POWER   9,821,094     (See Item 5)
		10	SHARED DISPOSITIVE POWER   0     (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,821,094     (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.1%
14	TYPE OF REPORTING PERSON*   PN

 

 

CUSIP No. 0000931799

13D/A

Page 4 of 15

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   6,697,477     (See Item 5)
		8	SHARED VOTING POWER   0     (See Item 5)
		9	SOLE DISPOSITIVE POWER   6,697,477    (See Item 5)
		10	SHARED DISPOSITIVE POWER   0     (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,697,477 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.6%
14	TYPE OF REPORTING PERSON*   CO

 

 

CUSIP No. 0000931799

13D/A

Page 5 of 15

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   461,540     (See Item 5)
		8	SHARED VOTING POWER   0     (See Item 5)
		9	SOLE DISPOSITIVE POWER   461,540    (See Item 5)
		10	SHARED DISPOSITIVE POWER   0     (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   461,540    (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.4%
14	TYPE OF REPORTING PERSON*   EP

 

 

CUSIP No. 0000931799

13D/A

Page 6 of 15

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Capital Management, LLC 13-4018186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   25,763,731     (See Item 5)
		8	SHARED VOTING POWER   0     (See Item 5)
		9	SOLE DISPOSITIVE POWER   25,763,731    (See Item 5)
		10	SHARED DISPOSITIVE POWER   0     (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   25,763,731     (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   21.0%
14	TYPE OF REPORTING PERSON*   OO

 

 

CUSIP No. 0000931799

13D/A

Page 7 of 15

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wynnefield Capital, Inc. 13-3688495
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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   6,697,477     (See Item 5)
		8	SHARED VOTING POWER   0     (See Item 5)
		9	SOLE DISPOSITIVE POWER   6,697,477     (See Item 5)
		10	SHARED DISPOSITIVE POWER   0     (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,697,477    (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.6%
14	TYPE OF REPORTING PERSON*   CO

 

 

CUSIP No. 0000931799

13D/A

Page 8 of 15

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Nelson Obus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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   0     (See Item 5)
		8	SHARED VOTING POWER   32,922,748     (See Item 5)
		9	SOLE DISPOSITIVE POWER   0     (See Item 5)
		10	SHARED DISPOSITIVE POWER   32,922,748     (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   32,922,748    (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.0%
14	TYPE OF REPORTING PERSON*   IN

 

 

CUSIP No. 0000931799

13D/A

Page 9 of 15

 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Joshua Landes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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   0     (See Item 5)
		8	SHARED VOTING POWER   32,922,748     (See Item 5)
		9	SOLE DISPOSITIVE POWER   0   (See Item 5)
		10	SHARED DISPOSITIVE POWER   32,922,748     (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   32,922,748     (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.0%
14	TYPE OF REPORTING PERSON*   IN

 

 

CUSIP No. 0000931799

13D/A

Page 10 of 15

 

 

Item 1. Security and Issuer.

 

This Amendment No. 8 (the “Amendment”) amends and supplements the Items set forth below of the Statement of Beneficial Ownership on Schedule 13D, originally filed by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with the Securities and Exchange Commission (the “Commission”) on October 15, 2013, as further amended by Amendment No. 1 filed on January 24, 2014, as further amended by Amendment No. 2 filed on March 13, 2014, further amended by Amendment No. 3 filed on March 28, 2014, as further amended by Amendment No. 4 filed on November 18, 2014, as further amended by Amendment No. 5 filed on February 25, 2015, as further amended by Amendment No. 6 filed on April 16, 2015 and as further amended by Amendment No. 7 filed on March 9, 2016 (collectively, the “Schedule 13D”) with respect to shares of common stock (the “Common Stock”), $0.0001 par value per share of GlyEco, Inc., a Nevada corporation (the “Issuer”) with its principal executive offices located at 4802 East Ray Road, Suite 23-196, Phoenix, Arizona 85044. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not defined herein shall have the meaning set forth in the Schedule 13D.

 

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

 

Item 3 of the Schedule 13D is hereby amended and restated by addition of the following:

 

The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $7,426,809 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 

Item 4. Purpose of the Transaction

 

Item 4 of the Schedule 13D is hereby amended to include the following:

 

5% Notes

 

On December 27, 2016, each of Wynnefield Partners I, Wynnefield Partners and Wynnefield Offshore entered into subscription agreements (the “5% Notes Subscription Agreements”) with the Issuer. Pursuant to the 5% Notes Subscription Agreements, the Issuer offered and issued 5% Senior Unsecured Promissory Notes (the “5% Notes”) to Wynnefield Partners I, Wynnefield Partners and Wynnefield Offshore in the principal amounts set forth below:

 

Name	Principal Amount
Wynnefield Partners I:	$500,000
Wynnefield Partners:	$321,428.57
Wynnefield Offshore:	$178,571.43

 

The 5% Notes will mature on May 31, 2017, or at an earlier date consistent with Section 2(d) of the 5% Note (the “5% Note Maturity Date”). The 5% Notes bear interest at a rate of 5% per annum due on the 5% Note Maturity Date or as otherwise specified by the 5% Note. The 5% Notes contain standard events of default, including: (i) failure to repay the 5% Note when it is due at maturity; (ii) failure to pay any interest payment when due; (iii) failure to deliver financial statements on time; and (iv) other standard events of default. If the 5% Notes are not repaid at the 5% Note Maturity Date, then the default rate becomes 12% per annum and the balance of the 5% Notes outstanding must be paid in four equal installments during the succeeding four months.

 

 

CUSIP No. 0000931799

13D/A

Page 11 of 15

 

 

8% Notes

 

On December 27, 2016, each of Wynnefield Partners I, Wynnefield Partners and Wynnefield Offshore entered into subscription agreements (the “8% Notes Subscription Agreements”) with the Issuer. Pursuant to the 8% Notes Subscription Agreements, the Issuer offered and issued to Wynnefield Partners I, Wynnefield Partners and Wynnefield Offshore (i) 8% Senior Unsecured Promissory Notes (the “8% Notes”) in the principal amounts set forth below; and (ii) warrants (the “Warrants”) to purchase an aggregate of 3,437,500 shares of Common Stock.

 

Wynnefield Reporting Person	Principal Amount
Wynnefield Partners I:	$550,000
Wynnefield Partners:	$353,571.43
Wynnefield Offshore:	$196,428.57

 

The 8% Notes will mature on December 27, 2017 (the “8% Note Maturity Date”), or at an earlier date consistent with Section 2(d) of the 8% Note. The 8% Notes bear interest at a rate of 8% per annum due on the 8% Note Maturity Date or as otherwise specified by the 8% Note. The 8% Notes contain standard events of default, including: (i) failure to repay the 8% Note when it is due at maturity; (ii) failure to pay any interest payment when due; (iii) failure to deliver financial statements on time; and (iv) other standard events of default.

 

The Warrants

 

The Warrants are exercisable for an aggregate of 3,437,500 shares of Common Stock, beginning on December 27, 2016, and will be exercisable for a period of three years. The exercise price with respect to the warrants is $0.08 per share. The exercise price and the amount of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other similar issuances. 

 

The foregoing description of the 5% Notes Subscription Agreement, the 5% Notes, the 8% Notes Subscription Agreements, the 8% Notes and the Warrants is not intended to be complete and is qualified in its entirety by reference to the full text of the form of 5% Notes Subscription Agreements, the 5% Notes, the 8% Notes Subscription Agreements, the 8% Notes and the Warrants, the forms of which are filed hereto as Exhibits 3, 4, 5, 6 and 7 respectively, and which are incorporated by reference herein in their entirety.

 

Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer’s financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future, take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of this Item 4. 

 

 

CUSIP No. 0000931799

13D/A

Page 12 of 15

 

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the 13D is hereby amended and restated by the addition of the following

 

(a), (b) and (c) As of December 27, 2016, the Wynnefield Reporting Persons beneficially owned in the aggregate 32,922,748 shares of Common Stock, constituting approximately 27.0% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 123,069,520 shares of Common Stock outstanding as of December 27, 2016 which includes (i) 119,632,020 shares of Common Stock outstanding as of November 11, 2016 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016; and (ii) 3,437,500 warrants to purchase shares of Common Stock (the “Warrant Shares”) beneficially owned by the Wynnefield Reporting Persons.

 

The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

Name	Number of Common Stock	Percentage of Outstanding Common Stock
Wynnefield Partners I	15,942,637	13.1%*
Wynnefield Partners	9,821,094	8.1%**
Wynnefield Offshore	6,697,477	5.6%***
Plan	461,540	0.4%

 

*Percentage of outstanding shares of Common Stock is based on 119,632,020 outstanding shares of Common Stock, plus 1,718,750 Warrant Shares issuable upon exercise of the warrants held by Wynnefield Partners I.

 

**Percentage of outstanding shares of Common Stock is based on 119,632,020 outstanding shares of Common Stock, plus 1,104,911 Warrant Shares issuable upon exercise of the warrants held by Wynnefield Partners I.

 

*** Percentage of outstanding shares of Common Stock is based on 119,632,020 outstanding shares of Common Stock, plus 613,839 Warrant Shares issuable upon exercise of the warrants held by Wynnefield Partners I.

 

WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

 

CUSIP No. 0000931799

13D/A

Page 13 of 15

 

 

WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

The Plan is an employee profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Plan and accordingly, Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares with the other the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 32,922,748 shares of Common Stock, constituting approximately 27.0% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 123,069,520 shares of Common Stock outstanding as of December 27, 2016 which includes (i) 119,632,020 shares of Common Stock outstanding as of November 11, 2016 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016; and (ii) 3,437,500 Warrant Shares beneficially owned by the Wynnefield Reporting Persons.

 

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

 

The Wynnefield Reporting Persons have acquired Warrant Shares during the last 60 days, as follows:

 

Name	Date	Number of Warrant Shares	Price Per Share
Wynnefield Partners I	December 27, 2016	1,718,750	$0
Wynnefield Partners	December 27, 2016	1,104,911	$0
Wynnefield Offshore	December 27, 2016	613,839	$0

 

(d) and (e). Not Applicable

 

 

CUSIP No. 0000931799

13D/A

Page 14 of 15

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended by the addition of the following:

 

The contracts and information described in Item 4 of this Amendment is hereby incorporated by reference into this Item 6.

 

Item 7. Material to be filed as Exhibit.

 

Item 7 of the Schedule 13D is hereby amended by the addition of the following:

 

Exhibit 3	Form of 5% Notes Subscription Agreement
Exhibit 4	Form of 5% Note
Exhibit 5	Form of 8% Notes Subscription Agreement
Exhibit 6	Form of 8% Note
Exhibit 7	Form of Warrant

 

 

CUSIP No. 0000931799

13D/A

Page 15 of 15

 

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Dated: January 6, 2017

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By: Wynnefield Capital Management, LLC,

its General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

By: Wynnefield Capital Management, LLC,

its General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By: Wynnefield Capital, Inc.,

its Investment Manager

 

By: /s/ Nelson Obus

Nelson Obus, President

 

WYNNEFIELD CAPITAL, INC. PROFIT SHARING &

MONEY PURCHASE PLAN

 

By: /s/ Nelson Obus

Nelson Obus, Co-Trustee

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD CAPITAL, INC.

 

By: /s/ Nelson Obus

Nelson Obus, President

 

 

/s/ Nelson Obus

Nelson Obus, Individually

 

/s/ Joshua Landes

Joshua Landes, Individually