The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated as follows:
The Shares were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase price of the 2,260,083 Shares owned directly by Levin Easterly is approximately $50,773,069, including brokerage commissions. The aggregate purchase price of the 1,155 Shares owned directly by LCS is approximately $33,300, including brokerage commissions.
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
The aggregate percentage of Shares reported owned by each person named herein is based upon 17,040,100 Shares outstanding as of April 30, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2019.
Items 5(a)-(d) are hereby amended and restated as follows:
A.
Levin Easterly
(a)
As of the close of business on August 15, 2019, Levin Easterly beneficially owned 2,260,083 Shares.
Percentage: Approximately 13.3%.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,338,917*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,260,083*
* See Item 5(d) for further discussion.
(c)
The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
B.
LEPH
(a)
As of the close of business on August 15, 2019, LEPH beneficially owned 2,260,083 Shares.
Percentage: Approximately 13.3%.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,338,917*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,260,083*
11
* See Item 5(d) for further discussion.
(c)
LEPH has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
C.
LEPH II
(a)
As of the close of business on August 15, 2019, LEPH II beneficially owned 2,260,083 Shares.
Percentage: Approximately 13.3%.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,338,917*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,260,083*
* See Item 5(d) for further discussion.
(c)
LEPH II has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
D.
LEPH III
(a)
As of the close of business on August 15, 2019, LEPH III beneficially owned 2,272,712 Shares.
Percentage: Approximately 13.3%.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,338,917*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,260,083*
* See Item 5(d) for further discussion.
(c)
LEPH III has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by LCS during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
E.
LEPH IV
(a)
As of the close of business on August 15, 2019, LEPH IV beneficially owned 2,260,083 Shares.
Percentage: Approximately 13.3%.
(b)
1. Sole power to vote or direct vote: 0
12
2. Shared power to vote or direct vote: 1,338,917*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,260,083*
* See Item 5(d) for further discussion.
(c)
LEPH IV has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
F.
Darrell Crate
(a)
As Chairman of Levin Easterly and a member of LEPH IV, Mr. Crate is deemed to beneficially own 2,260,083 Shares beneficially owned by Levin Easterly.
Percentage: Approximately 13.3%.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,338,917*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,260,083*
* See Item 5(d) for further discussion.
(c)
Mr. Crate has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
G.
Avshalom Kalichstein
(a)
As a member of LEPH IV, Mr. Kalichstein is deemed to beneficially own 2,260,083 Shares beneficially owned by Levin Easterly.
Percentage: Approximately 13.3%.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,338,917*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,260,083*
* See Item 5(d) for further discussion.
(c)
Mr. Kalichstein has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
13
H.
John “Jack” Murphy
(a)
As Chief Investment Officer of Levin Easterly, Mr. Murphy is deemed to beneficially own 2,386,144 Shares beneficially owned by Levin Easterly and one managed account at LCS.
Percentage: Approximately 13.3%.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,340,032*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,261,198*
* See Item 5(d) for further discussion.
(c)
Mr. Murphy has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
I.
LCS**
(a)
As of the close of business on August 15, 2019, LCS beneficially owned 1,115 Shares.
Percentage: Less than 1%.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,115*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,115*
* See Item 5(d) for further discussion.
**Amounts set forth above include only those Shares of the Issuer held in an account managed by Mr. Murphy for whom LCS acts as investment manager and do not include any other Shares of the Issuer beneficially owned by LCS for which Mr. Murphy does not have investment discretion or voting power.
(c)
LCS has not undertaken any transactions in the Shares during the past 60 days.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
(d)
Various separately managed accounts for whom Levin Easterly acts as investment manager have the right to receive dividends from, and the proceeds from the sale of 2,260,083 Shares. Dispositive power over such Shares is shared. Voting power over such Shares is deemed shared between such managed accounts and Levin Easterly with respect to 1,338,917 Shares.
14
One managed account managed by Mr. Murphy
for whom LCS acts as investment manager has the right to receive dividends from, and the proceeds from the sale of 1,115 Shares. Dispositive power over such Shares is shared. Voting power over such Shares is deemed shared between such managed account and LCS with respect to 1,115 Shares.
(e)
Not applicable
15