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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 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 | ||||||||
| Warrant (right to buy) | (4) (5) | 07/02/2018 | J(4)(5) | 3,173,730 (4) (5) | (4)(5) | (4)(5) | Common Stock | 3,173,730 (4) (5) | (4) (5) | 3,173,730 (4) (5) | I | Held by a fund managed by Lateral Investment Management, LLC (6) (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LATERAL INVESTMENT MANAGEMENT, LLC 400 SOUTH EL CAMINO REAL, SUITE 1100 SAN MATEO, CA 94402 |
X | |||
| Lateral Credit Opportunities, LLC 400 SOUTH EL CAMINO REAL, SUITE 1100 SAN MATEO, CA 94402 |
X | |||
| de Silva Richard 400 SOUTH EL CAMINO REAL, SUITE 1100 SAN MATEO, CA 94402 |
X | |||
| Feeney Patrick James 400 SOUTH EL CAMINO REAL, SUITE 1100 SAN MATEO, CA 94402 |
X | |||
| Dhamitha Richard de Silva | 07/05/2019 | |
| **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) | On July 2, 2019, the reporting persons named herein (the "Reporting Persons") acquired shares of the Issuer's Common Stock in connection with the extension of credit under that certain Credit Agreement previously described in the Issuer's Current Reports on Form 8-K filed on November 3, 2015, February 15, 2019, and June 14, 2019 (the "Credit Agreement"). |
| (2) | On February 20, 2019, Niagara Nominee, L.P., acquired shares of the Issuer's Common Stock in connection with the extension of credit under the Credit Agreement. |
| (3) | Following the transactions described in Footnote 1 and 2, the shares reported herein are held by Niagara Nominee L.P. |
| (4) | On July 2, 2019, the Reporting Persons acquired warrants to purchase shares of the Issuer's Common Stock in connection with the extension of credit under the Credit Agreement. The warrants have an initial exercise price of $3.00 per share; provided that in the event the super-senior bridge loan under the Credit Agreement has not been paid by October 31, 2019, the exercise price per share of half of the warrants shall be automatically reset to $0.01 and in the event the super-senior bridge loan under the Credit Agreement has not been paid by December 31, 2019, the exercise price per share of the other half of the warrants shall be automatically reset to $0.01. The shares underlying such warrants have not been issued as of the date of this filing. |
| (5) | (Continued from Footnote 4) The Issuer also agreed that the aggregate number of shares of the Issuer's common stock issuable upon exercise of the warrants will be automatically adjusted on December 31, 2019 such that that the Reporting Persons will beneficially own, in the aggregate, inclusive of all shares of common stock previously issued, 25% of the outstanding shares of the Issuer's common stock on a fully-diluted basis, subject to certain exceptions. |
| (6) | Following the transactions described in Footnotes 1, 2, 4, and 5, the shares and warrants reported herein are held by Lateral U.S. Credit Opportunities Fund, WVP Emerging Manager Private Onshore Fund, LLC, Lateral SMA Agent, LLC, and Lateral Juscom Feeder, LLC. Lateral Investment Management, LLC is the sole manager of WVP Emerging Manager Private Onshore Fund, LLC, Lateral SMA Agent, LLC, and Lateral Juscom Feeder, LLC. Lateral Investment Management, LLC has a management agreement with Lateral U.S. Credit Opportunities Fund, L.P. Lateral Credit Opportunities, LLC is the sole general partner of Lateral U.S. Credit Opportunities Fund, L.P.; and Dhamitha Richard de Silva and Patrick Feeney are the sole managers of Lateral Credit Opportunities, LLC. Dhamitha Richard de Silva and Patrick Feeney are the sole managers of Lateral Investment Management, LLC. |
| (7) | (Continued from Footnote 6) As a result of the foregoing relationships, each of Lateral Investment Management, LLC; Dhamitha Richard de Silva, and Patrick Feeney may be deemed to beneficially own the warrants of Common Stock held by Lateral U.S. Credit Opportunities Fund, WVP Emerging Manager Private Onshore Fund, LLC, Lateral SMA Agent, LLC, and Lateral Juscom Feeder, LLC. |
| Remarks: The Reporting Persons filing this Form 4 jointly are the following: Lateral Investment Management, LLC; Lateral Credit Opportunities, LLC; Dhamitha Richard de Silva; and Patrick Feeney. The address of each of the Reporting Persons is 400 South El Camino Real, Suite 1100, San Mateo, CA 94402. | |