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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
5.0% / 7.0% Convertible Sr Secured PIK Toggle Notes due 2022 | (1) | 06/05/2018 | P | $ 2,278,524 | (2) | (2) | Common Stock, par value $0.01 per share (3) | 604,720 (3) | $ 2,090,545.77 | $ 53,991,006 (4) | I | See footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HIGHBRIDGE CAPITAL MANAGEMENT LLC 40 WEST 57TH ST. 32ND FLOOR NEW YORK, NY 10019 |
X | |||
1992 MSF International Ltd. C/O HEDGESERV (CAYMAN) LTD. WILLOW HOUSE, CRICKET SQUARE 3RD FLOOR GEORGE TOWN, GRAND CAYMAN, E9 00000 |
X |
Highbridge Capital Management, LLC, By: /s/ John Oliva, its Managing Director | 06/07/2018 | |
**Signature of Reporting Person | Date | |
1992 MSF International Ltd., By: Highbridge Capital Management, LLC, its Trading Manager, By: /s/ John Oliva, its Managing Director | 06/07/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Convertible Notes are convertible into shares of Common Stock at an initial conversion rate of 0.2654 shares of Common Stock per $1.00 principal amount of Convertible Notes (subject to adjustment in certain circumstances in accordance with the terms of the Convertible Notes). |
(2) | The Issuer's 5.00% / 7.00% Convertible Senior Secured PIK Toggle Notes due 2022 (the "Convertible Notes") are convertible at the election of the holder at any time prior to the close of business on the trading day immediately preceding August 31, 2022, the maturity date of the Convertible Notes. |
(3) | Upon conversion of the Convertible Notes, the settlement of the conversion right may, at the option of the Issuer, be in the form of shares of Common Stock, cash or a combination of cash and shares of Common Stock. |
(4) | Includes $2,053,185 principal amount of Convertible Notes received as payment-in-kind interest. |
(5) | The securities reported herein are held by (i) 1992 MSF International Ltd., a Cayman Islands exempted company ("MSF International") and (ii) 1992 Tactical Credit Master Fund, L.P., a Cayman Islands exempted limited partnership ("1992 Tactical" and together with MSF International, the "Funds"). Highbridge Capital Management, LLC ("HCM") serves as the trading manager of the Funds. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein. |