Filing Details

Michael B. Barry

Samlyn Capital, LLC

500 Park Avenue, 2^nd Floor

New York, NY 10022

Tel: +1 (212) 588-9098

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

Notices and Communications)

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

The funds for the purchase of the 47,569,310 Shares beneficially owned by Samlyn Capital, Samlyn LP and Mr. Pohly came from the working capital of Samlyn Onshore Fund and Samlyn Offshore Master Fund, which are the direct owners of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The funds for the purchase of the 16,924,120 Shares beneficially owned by Samlyn Partners and Samlyn Onshore Fund came from the working capital of Samlyn Onshore Fund, which is the direct owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The funds for the purchase of the 30,645,190 Shares beneficially owned by Samlyn Offshore Master Fund came from its working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

In addition, Item 3 and Item 4 of the Amendment No. 1 to Schedule 13D filed with the SEC in respect of the Issuer on November 6, 2014 by Samlyn Capital, Samlyn Partners, Samlyn Onshore Fund, Samlyn Offshore Master Fund, Ltd., and Robert Pohly (“Amendment No. 1”) are incorporated herein by reference.

The Reporting Persons are filing this Amendment No. 3 to Schedule 13D to report a change in their respective beneficial ownership percentages of the Shares, as indicated in Item 5 below.

On May 12, 2017, the Issuer entered into an agreement (the “Series A Agreement”) with the holders of Series A Notes of the Issuer (including Samlyn Onshore Fund and Samlyn Offshore Master Fund) whereby (i) the maturity of the Series A Notes would be extended from November 3, 2018 to May 1, 2023, without regard to the volume weighted average price of the Shares, and (ii) the interest rate on the Series A Notes would be reduced from 10% to 3% per annum. As consideration for such extension, the conversion price of the Series A Notes would be reduced from $0.83 to $0.40 and the Issuer would issue warrants to purchase Shares exercisable at $0.10 per share and with a term of five years (the “Warrants”). As a result, the Issuer would have to reserve additional Shares for issuance on the conversion of the Series A Notes into Shares and for issuance on the exercise of the Warrants. The holders of the Series A Notes conditioned the effectiveness of the Series A Agreement on the Issuer amending its Certificate of Incorporation to increase its number of Shares by at least enough Shares to reserve the Shares required to be reserved under the Series A Agreement.

At the Issuer’s Annual Meeting of Shareholders held on December 7, 2017, the stockholders of the Issuer approved the amendment to the Issuer’s Certificate of Incorporation to increase the number of authorized Shares of the Issuer. Accordingly, the Series A Agreement became effective as of December 14, 2017. Pursuant to the Series A Agreement, Samlyn Onshore Fund received 1,101,062 Warrants and Samlyn Offshore Master Fund received 2,062,909 Warrants.

The foregoing was a summary of certain material terms of the Series A Agreement. However, such summary does not, and does not purport to be, complete and is qualified in its entirety by reference to the full text of the Series A Agreement, which has been filed as Exhibit B hereto and are incorporated herein by reference.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market transactions or privately negotiated transactions. The Reporting Persons may also communicate with the Issuer’s management, the Issuer’s board of directors and other holders of Shares from time to time.

As of the date hereof, Samlyn Capital, Samlyn LP and Mr. Pohly may each be deemed to be the beneficial owner of 47,569,310 Shares, constituting 27.2% of the Shares, based upon 174,696,443 Shares outstanding as of the date hereof, as adjusted for Series A Notes and Warrants beneficially owned by Samlyn Capital, Samlyn LP and Mr. Pohly. Each of Samlyn Capital, Samlyn LP and Mr. Pohly has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 47,569,310 Shares. Each of Samlyn Capital, Samlyn LP and Mr. Pohly has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 47,569,310 Shares.

As of the date hereof, Samlyn Partners and Samlyn Onshore Fund may each be deemed to be the beneficial owner of 16,924,120 Shares, constituting 11.2% of the Shares, based upon 150,534,696 Shares outstanding as of the date hereof, as adjusted for a Series A Note and Warrants beneficially owned by Samlyn Partners and Samlyn Onshore Fund. Each of Samlyn Partners and Samlyn Onshore Fund has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 16,924,120 Shares. Each of Samlyn Partners and Samlyn Onshore Fund has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 16,924,120 Shares.

As of the date hereof, Samlyn Offshore Master Fund may be deemed to be the beneficial owner of 30,645,190 Shares, constituting 18.9% of the Shares, based upon 161,800,296 Shares outstanding as of the date hereof, as adjusted for a Series A Note and Warrants beneficially owned by Samlyn Offshore Master Fund. Samlyn Offshore Master Fund has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 30,645,190 Shares. Samlyn Offshore Master Fund has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 30,645,190 Shares.

Other than the Series A Agreement becoming effective and the receipt of the Warrants as described in Item 4 above, there have been no transactions in the Shares by the Reporting Persons during the past sixty days.

The disclosures regarding the Investment Agreement, the Convertible Notes, the Warrant Cancellation Agreement and the A&R Registration Rights Agreement in Item 4 and Item 6 of Amendment No. 1 are incorporated herein by reference.

The form the Investment Agreement, form of the Convertible Notes, form of the Warrant Cancellation Agreement and form of the A&R Registration Rights Agreement that were incorporated by reference as separate exhibits to Item 7 of Amendment No. 1 are also incorporated herein by reference.

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6.

Other than as set forth above, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer.

Exhibit A:    Joint Filing Agreement

Exhibit B:   Series A Agreement, dated May 12, 2017 (incorporated by reference to Exhibit 10.2 to the Form 8-K/A filed with the SEC by the Issuer on October 4, 2017)

SAMLYN CAPITAL, LLC* 

Samlyn, LP, its sole member 

Samlyn GP, LLC, its general partner 

Title:  Managing Member 

SAMLYN, LP* 

Samlyn GP, LLC, its general partner 

Title:  Managing Member 

SAMLYN PARTNERS, LLC* 

Title:  Managing Member 

SAMLYN CAPITAL, LLC 

Samlyn, LP, its sole member 

Samlyn GP, LLC, its general partner 

Title:  Managing Member 

SAMLYN, LP 

Samlyn GP, LLC, its general partner 

Title:  Managing Member 

SAMLYN PARTNERS, LLC 

Title:  Managing Member 

SAMLYN ONSHORE FUND, LP 

Samlyn Partners, LLC, its general partner 

SAMLYN OFFSHORE MASTER FUND, LTD. 

Title:  Director 

ROBERT POHLY