The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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FRONTFOUR CAPITAL GROUP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,953,266
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,953,266
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,953,266
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.1%
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14
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TYPE OF REPORTING PERSON
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IA, OO
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1
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NAME OF REPORTING PERSON
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FRONTFOUR MASTER FUND, LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,544,472
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PERSON WITH
|
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9
|
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SOLE DISPOSITIVE POWER
|
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,544,472
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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2,544,472
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.4%
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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FRONTFOUR OPPORTUNITY FUND
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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BRITISH COLUMBIA, CANADA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
|
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8
|
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SHARED VOTING POWER
|
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EACH
|
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REPORTING
|
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52,734
|
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PERSON WITH
|
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9
|
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SOLE DISPOSITIVE POWER
|
|
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- 0 -
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10
|
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SHARED DISPOSITIVE POWER
|
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52,734
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
52,734
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
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LESS THAN 1%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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|
OO
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1
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NAME OF REPORTING PERSON
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FRONTFOUR CAPITAL CORP.
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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|
(b) ☐
|
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3
|
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS
|
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AF
|
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|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
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BRITISH COLUMBIA, CANADA
|
|
NUMBER OF
|
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7
|
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SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
52,734
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
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|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
52,734
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
52,734
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
LESS THAN 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
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|
|
|
CO
|
|
|
|
|
|
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1
|
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NAME OF REPORTING PERSON
|
|
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|
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|
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|
|
STEPHEN E. LOUKAS
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF, AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
3,500
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,006,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,500
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,006,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,009,500
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
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|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
DAVID A. LORBER
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,006,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,006,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,006,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
ZACHARY R. GEORGE
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,006,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,006,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,006,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer
.
|
This statement relates
to the Class A Subordinate Voting Shares (the “Shares”) of MDC Partners Inc., a corporation organized under the laws
of Canada (the “Issuer”). The address of the principal executive offices of the Issuer is 745 Fifth Avenue, 19
th
Floor, New York, New York 10151.
|
Item 2.
|
Identity and Background
.
|
(a) This
statement is filed by:
|
(i)
|
FrontFour Capital Group LLC, a limited liability company formed under the laws of the State of
Delaware (“FrontFour Capital”);
|
|
(ii)
|
FrontFour Master Fund, Ltd., an exempted company formed under the laws of the Cayman Islands (the
“Master Fund”);
|
|
(iii)
|
FrontFour Opportunity Fund, a mutual fund trust formed under the laws of British Columbia, Canada
(the “Canadian Fund”);
|
|
(iv)
|
FrontFour Capital Corp., a corporation formed under the laws of British Columbia, Canada (“FrontFour
Corp.”);
|
|
(vi)
|
David A. Lorber; and
|
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
principal business address of each of FrontFour Capital, the Canadian Fund and Messrs. Loukas, Lorber and George is 35 Mason Street,
4
th
Floor, Greenwich, Connecticut 06830. The principal business address of the Master Fund is c/o Intertrust Cayman,
190 Elgin Avenue, George Town, Grand Cayman KY1-9007, Cayman Islands. The principal business address of FrontFour Corp. is 1055
West Georgia Street, Royal Centre, Suite 1500, Vancouver, British Columbia V6E 4N7. The directors, executive officers and principals
of each of FrontFour Capital, the Master Fund, the Canadian Fund and FrontFour Corp. and their principal occupations and business
addresses are set forth on
Schedule A
attached hereto and are incorporated by reference in this Item 2. To the best of the
Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on
Schedule A
beneficially
owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
(c) The
principal business of each of the Master Fund and the Canadian Fund is investing in securities. The principal business of FrontFour
Capital is serving as the investment manager of the Master Fund and of an account it separately manages (the “Separately
Managed Account”). The principal occupation of each of Messrs. Loukas, Lorber and George is serving as a managing member
and principal owner of FrontFour Capital. By virtue of these relationships, each of FrontFour Capital and Messrs. Loukas, Lorber
and George may be deemed to beneficially own the Shares directly beneficially owned by the Master Fund and the Separately Managed
Account.
The principal business
of FrontFour Corp. is serving as the investment manager of the Canadian Fund. Messrs. Loukas, Lorber and George are the principal
owners and the directors of FrontFour Corp. By virtue of these relationships, each of FrontFour Corp. and Messrs. Loukas, Lorber
and George may be deemed to beneficially own the Shares directly beneficially owned by the Canadian Fund.
(d) No
Reporting Person, nor any person listed on
Schedule A
, has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person, nor any person listed on
Schedule A
, has, during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Messrs.
Loukas, Lorber and George are citizens of the United States of America. The citizenship of the persons listed on
Schedule A
is set forth therein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
The Shares purchased by each of the Master Fund and the Canadian Fund and the Shares held in the Separately
Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business). The aggregate purchase price of the 2,544,472 Shares owned directly by the Master Fund is
approximately $11,514,602, including brokerage commissions. The aggregate purchase price of the 52,734 Shares owned directly by
the Canadian Fund is approximately $274,173, including brokerage commissions. The aggregate purchase price of the 408,794 Shares
held in the Separately Managed Account is approximately $1,932,498, including brokerage commissions. The Shares purchased by Mr.
Loukas were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business). The aggregate purchase price of the 3,500 Shares owned directly by Mr. Loukas is approximately $14,779, including
brokerage commissions.
|
Item 4.
|
Purpose of Transaction
.
|
The Reporting Persons
purchased the securities of the Issuer reported herein based on their belief that such securities, when purchased, were undervalued
and represented an attractive investment opportunity.
Over the past several
months, FrontFour Capital (together with its affiliates, “FrontFour”) has engaged in communications with the Issuer’s
management team and Board of Directors (the “Board”) regarding means to create shareholder value, including through
changes to the composition of the Board. FrontFour first initiated private conversations with the Board in August 2018 in an attempt
to constructively outline a strategy that would result in the replacement of Scott L. Kauffman as CEO with a candidate better
suited to leverage the strength of the Issuer’s agencies and grow the Issuer’s market share in key industries. Shortly
thereafter, the Board hastily announced Mr. Kauffman’s intention to resign as CEO by December 31, 2018 without having commenced
a search for his replacement, and then announced the launch of a strategic review process a week later.
FrontFour has stressed the importance of shareholder representation on the Board to better align the perspective
of the Board with that of the Issuer’s shareholders, particularly at this critical juncture, but the Board has rejected FrontFour’s
requests. FrontFour continues to believe that significant changes to the composition of the Board are required in order to ensure
that the best interests of shareholders are represented in the boardroom and therefore is evaluating all available options, including
seeking changes to the composition of the Board at a special meeting of shareholders requisitioned for such purpose. FrontFour
may continue to enter into discussions with management and the Board and reserves all rights to take any and all action with respect
to its investment in the Issuer.
The Reporting Persons
intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views
to and/or meet with management, the Board, other shareholders or third parties, and/or formulate plans or proposals regarding
the Issuer, its assets or its securities. The Reporting Persons may exchange information with any such persons pursuant to appropriate
confidentiality or similar agreements.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons may consider, explore and/or develop plans and/or make proposals with
respect to, or with respect to potential changes in, the operations, management, the articles and bylaws, Board composition, ownership,
capital or corporate structure, capital allocation, dividend policy, strategy and plans of the Issuer, potential strategic transactions
involving the Issuer or certain of the Issuer’s businesses or assets, or may change their intention with respect to any
and all matters referred to in Item 4.
Depending upon overall
market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the
Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase
or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer
on the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such
terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge
their economic exposure to the Shares without affecting their beneficial ownership of Shares.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
(a)
The aggregate percentage of Shares reported owned by each person named herein is based upon 57,511,684 Shares outstanding
as of October 31, 2018, 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 November 1, 2018.
As of the date hereof,
the Master Fund beneficially owned directly 2,544,472 Shares, the Canadian Fund beneficially owned directly 52,734 Shares, 408,794
Shares were held in the Separately Managed Account and Mr. Loukas directly owned 3,500 Shares, constituting approximately 4.4%,
less than 1%, less than 1% and less than 1%, respectively, of the Shares outstanding.
FrontFour Capital,
as the investment manager of the Master Fund and the Separately Managed Account, may be deemed to beneficially own the 2,953,266
Shares directly beneficially owned by the Master Fund and held in the Separately Managed Account, constituting approximately 5.1%
of the Shares outstanding.
FrontFour Corp., as
the investment manager of the Canadian Fund, may be deemed to beneficially own the 52,734 Shares directly beneficially owned by
the Canadian Fund, constituting less than 1% of the Shares outstanding.
Mr. Loukas, as a
managing member and principal owner of FrontFour Capital and a principal owner of FrontFour Corp., may be deemed to beneficially
own the 3,006,000 Shares directly beneficially owned in the aggregate by the Master Fund and the Canadian Fund and held in the
Separately Managed Account, which, together with the 3,500 Shares he directly owns, constitute approximately 5.2% of the Shares
outstanding.
Messrs. Lorber and
George, each as a managing member and principal owner of FrontFour Capital and a principal owner of FrontFour Corp., may be deemed
to beneficially own the 3,006,000 Shares directly beneficially owned in the aggregate by the Master Fund and the Canadian Fund
and held in the Separately Managed Account, which constitute approximately 5.2% of the Shares outstanding.
Each of the Reporting
Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer
owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons
are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not
directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that
he or it does not directly own.
(b)
Each of the Master Fund, FrontFour Capital and Messrs. Loukas, Lorber and George have shared power to vote or direct the
vote of, and to dispose or direct the disposition of, the Shares owned directly by the Master Fund.
Each of FrontFour
Capital and Messrs. Loukas, Lorber and George have shared power to vote or direct the vote of, and to dispose or direct the disposition
of, the Shares held in the Separately Managed Account.
Each of the Canadian
Fund, FrontFour Corp. and Messrs. Loukas, Lorber and George have shared power to vote or direct the vote of, and to dispose or
direct the disposition of, the Shares owned directly by the Canadian Fund.
Mr. Loukas has the
sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares owned directly by him.
(c)
The transactions in the securities of the Issuer effected by the Reporting Persons during the past 60 days are set forth
on
Schedule B
attached hereto. All of such transactions were effected in the open market except as otherwise set forth therein.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, the Shares.
(e)
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
On November 28, 2018, the Reporting Persons entered into a Joint Filing Agreement pursuant to which the Reporting
Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect
to the securities of the Issuer. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
|
Exhibit No.
|
Description
|
|
|
|
|
99.1
|
Joint Filing Agreement, dated November 28, 2018.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: November 28, 2018
|
FrontFour Master Fund, Ltd.
|
|
|
|
By:
|
FrontFour Capital Group LLC
as Investment Manager
|
|
|
|
|
By:
|
/s/ David A. Lorber
|
|
|
Name:
|
David A. Lorber
|
|
|
Title:
|
Managing Member
|
|
FrontFour Capital Group LLC
|
|
|
|
By:
|
/s/ David A. Lorber
|
|
|
Name:
|
David A. Lorber
|
|
|
Title:
|
Managing Member
|
|
FrontFour Opportunity Fund
|
|
|
|
By:
|
FrontFour Capital Corp.
as Investment Manager
|
|
|
|
|
By:
|
/s/ David A. Lorber
|
|
|
Name:
|
David A. Lorber
|
|
|
Title:
|
Authorized Signatory
|
|
FrontFour Capital Corp.
|
|
|
|
By:
|
/s/ David A. Lorber
|
|
|
Name:
|
David A. Lorber
|
|
|
Title:
|
Authorized Signatory
|
|
/s/ Stephen E. Loukas
|
|
Stephen E. Loukas
|
|
/s/ David A. Lorber
|
|
David A. Lorber
|
|
/s/ Zachary R. George
|
|
Zachary R. George
|
SCHEDULE A
Directors, Executive Officers and
Principals of Certain Reporting Persons
FrontFour Capital Group LLC
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Stephen E. Loukas
|
Managing Member
|
USA
|
Managing Member and principal owner of FrontFour Capital Group LLC
|
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
|
David A. Lorber
|
Managing Member
|
USA
|
Managing Member and principal owner of FrontFour Capital Group LLC
|
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
|
Zachary R. George
|
Managing Member
|
USA
|
Managing Member and principal owner of FrontFour Capital Group LLC
|
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
|
Justin Hirsch
|
Chief Financial Officer and Chief Compliance Officer
|
USA
|
Chief Financial Officer and Chief Compliance Officer of FrontFour Capital Group LLC
|
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
|
FrontFour Master Fund, Ltd.
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
David A. Lorber
|
Director
|
USA
|
Managing Member and principal owner of FrontFour Capital Group LLC
|
35 Mason Street, 4
th
Floor
Greenwich, Connecticut 06830
|
|
|
|
|
|
Jennifer Collins
|
Director
|
Canada
|
Independent Director at Carne Global Financial Services (Cayman) Limited
|
Grand Pavilion Commercial Centre
802 West Bay Road
PO Box 30872
Grand Cayman, KY1-1204
Cayman Islands
|
Jonathan Morgan
|
Director
|
USA
|
Principal owner of Sound Fund Advisors LLC
|
30 Old Kings Highway South
Darien, Connecticut 06820
|
Justin Hirsch
|
Chief Financial Officer and Chief Compliance Officer
|
USA
|
Chief Financial Officer and Chief Compliance Officer of FrontFour Capital Group LLC
|
35 Mason Street, 4
th
Floor
Greenwich, Connecticut 06830
|
FrontFour Opportunity Fund
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Stephen E. Loukas
|
Principal
|
USA
|
Managing Member and principal owner of FrontFour Capital Group LLC
|
35 Mason Street, 4
th
Floor
Greenwich, Connecticut 06830
|
David A. Lorber
|
Principal
|
USA
|
Managing Member and principal owner of FrontFour Capital Group LLC
|
35 Mason Street, 4
th
Floor
Greenwich, Connecticut 06830
|
Zachary R. George
|
Principal
|
USA
|
Managing Member and principal owner of FrontFour Capital Group LLC
|
35 Mason Street, 4
th
Floor
Greenwich, Connecticut 06830
|
Justin Hirsch
|
Chief Financial Officer and Chief Compliance Officer
|
USA
|
Chief Financial Officer and Chief Compliance Officer of FrontFour Capital Group LLC
|
35 Mason Street, 4
th
Floor
Greenwich, Connecticut 06830
|
FrontFour Capital Corp.
Name
|
Position
|
Citizenship
|
Principal Occupation
|
Business Address
|
Stephen E. Loukas
|
Director
|
USA
|
Managing Member and principal owner of FrontFour Capital Group LLC
|
35 Mason Street, 4
th
Floor
Greenwich, Connecticut 06830
|
David A. Lorber
|
Director
|
USA
|
Managing Member and principal owner of FrontFour Capital Group LLC
|
35 Mason Street, 4
th
Floor
Greenwich, Connecticut 06830
|
Zachary R. George
|
Director
|
USA
|
Managing Member and principal owner of FrontFour Capital Group LLC
|
35 Mason Street, 4
th
Floor
Greenwich, Connecticut 06830
|
Justin Hirsch
|
Chief Financial Officer and Chief Compliance Officer
|
USA
|
Chief Financial Officer and Chief Compliance Officer of FrontFour Capital Group LLC
|
35 Mason Street, 4
th
Floor
Greenwich, Connecticut 06830
|
SCHEDULE B
Transactions in the Securities
of the Issuer During the Past 60 Days
Class of Security
|
Amount of Securities
Purchased
|
Price ($)
|
Date of
Purchase
|
FRONTFOUR MASTER FUND, LTD.
Class A Shares
|
13,377
|
4.3503
|
09/20/2018
|
Class A Shares
|
2,274
|
4.5125
|
09/24/2018
|
Class A Shares
|
4,270
|
4.4738
|
09/25/2018
|
Class A Shares
|
4,235
|
4.4800
|
09/26/2018
|
Class A Shares
|
3,708
|
4.2070
|
09/28/2018
|
Class A Shares
|
3,437
|
4.1069
|
10/01/2018
|
Class A Shares
|
9,071
|
3.8931
|
10/03/2018
|
Class A Shares
|
9,968
|
3.8533
|
10/04/2018
|
Class A Shares
|
10,767
|
3.8680
|
10/05/2018
|
Class A Shares
|
10,597
|
3.7384
|
10/08/2018
|
Class A Shares
|
3,753
|
3.6924
|
10/09/2018
|
Class A Shares
|
8,752
|
3.4200
|
10/10/2018
|
Class A Shares
|
1,943
|
3.2927
|
10/11/2018
|
Class A Shares
|
5,743
|
2.9247
|
10/12/2018
|
Class A Shares
|
1,085
|
2.8887
|
10/15/2018
|
Class A Shares
|
2,064
|
2.7107
|
10/18/2018
|
Class A Shares
|
5,900
|
2.6769
|
10/19/2018
|
Class A Shares
|
5,000
|
2.5711
|
10/22/2018
|
Class A Shares
|
28,066
|
2.4984
|
10/23/2018
|
Class A Shares
|
30,668
|
2.5072
|
10/24/2018
|
Class A Shares
|
14,982
|
2.4183
|
10/25/2018
|
Class A Shares
|
6,407
|
2.5093
|
10/29/2018
|
Class A Shares
|
13,000
|
2.4677
|
10/30/2018
|
Class A Shares
|
12,700
|
2.5510
|
10/31/2018
|
Class A Shares
|
1,500
|
2.4763
|
10/31/2018
|
Class A Shares
|
2,900
|
2.4798
|
10/31/2018
|
Class A Shares
|
300
|
2.5000
|
11/01/2018
|
Class A Shares
|
200
|
2.5400
|
11/01/2018
|
Class A Shares
|
1,500
|
2.6203
|
11/01/2018
|
Class A Shares
|
100,000
|
3.0139
|
11/02/2018
|
Class A Shares
|
18,000
|
3.1733
|
11/05/2018
|
Class A Shares
|
9,000
|
3.0814
|
11/05/2018
|
Class A Shares
|
7,800
|
2.9744
|
11/05/2018
|
Class A Shares
|
4,000
|
3.0849
|
11/05/2018
|
Class A Shares
|
45,000
|
3.2075
|
11/06/2018
|
Class A Shares
|
15,000
|
3.1943
|
11/07/2018
|
Class A Shares
|
10,000
|
3.0078
|
11/08/2018
|
Class A Shares
|
11,400
|
2.7801
|
11/09/2018
|
Class A Shares
|
4,200
|
2.7562
|
11/12/2018
|
Class A Shares
|
10,000
|
2.7076
|
11/14/2018
|
Class A Shares
|
65,000
|
2.6599
|
11/16/2018
|
Class A Shares
|
20,000
|
2.6252
|
11/19/2018
|
Class A Shares
|
22,000
|
2.3673
|
11/20/2018
|
Class A Shares
|
25,000
|
2.3596
|
11/20/2018
|
Class A Shares
|
5,000
|
2.3834
|
11/20/2018
|
Class A Shares
|
5,000
|
2.3645
|
11/21/2018
|
Class A Shares
|
5,000
|
2.3500
|
11/21/2018
|
Class A Shares
|
20,000
|
2.3552
|
11/23/2018
|
Class A Shares
|
15,500
|
2.3785
|
11/26/2018
|
Class A Shares
|
25,500
|
2.3000
|
11/27/2018
|
FRONTFOUR OPPORTUNITY FUND
Class A Shares
|
366
|
4.3503
|
09/20/2018
|
Class A Shares
|
40
|
4.5125
|
09/24/2018
|
Class A Shares
|
359
|
4.2070
|
09/28/2018
|
Class A Shares
|
376
|
4.1069
|
10/01/2018
|
Class A Shares
|
321
|
3.8931
|
10/03/2018
|
Class A Shares
|
13
|
3.8533
|
10/04/2018
|
Class A Shares
|
121
|
3.8680
|
10/05/2018
|
Class A Shares
|
229
|
3.7384
|
10/08/2018
|
Class A Shares
|
247
|
3.6924
|
10/09/2018
|
Class A Shares
|
13
|
2.9247
|
10/12/2018
|
Class A Shares
|
121
|
2.8887
|
10/15/2018
|
Class A Shares
|
36
|
2.7107
|
10/18/2018
|
Class A Shares
|
595
|
2.4984
|
10/23/2018
|
Class A Shares
|
802
|
2.5072
|
10/24/2018
|
Class A Shares
|
625
|
2.4183
|
10/25/2018
|
Class A Shares
|
967
|
2.5093
|
10/29/2018
|
FRONTFOUR CAPITAL GROUP LLC
(Through Separately Managed Account)
Class A Shares
|
2,257
|
4.3503
|
09/20/2018
|
Class A Shares
|
686
|
4.5125
|
09/24/2018
|
Class A Shares
|
730
|
4.4738
|
09/25/2018
|
Class A Shares
|
765
|
4.4800
|
09/26/2018
|
Class A Shares
|
5,933
|
4.2070
|
09/28/2018
|
Class A Shares
|
687
|
4.1069
|
10/01/2018
|
Class A Shares
|
3,308
|
3.8931
|
10/03/2018
|
Class A Shares
|
1,819
|
3.8533
|
10/04/2018
|
Class A Shares
|
2,112
|
3.8680
|
10/05/2018
|
Class A Shares
|
2,174
|
3.7384
|
10/08/2018
|
Class A Shares
|
948
|
3.4200
|
10/10/2018
|
Class A Shares
|
1,057
|
3.2927
|
10/11/2018
|
Class A Shares
|
744
|
2.9247
|
10/12/2018
|
Class A Shares
|
294
|
2.8887
|
10/15/2018
|
Class A Shares
|
4,639
|
2.4984
|
10/23/2018
|
Class A Shares
|
3,030
|
2.5072
|
10/24/2018
|
Class A Shares
|
2,893
|
2.4183
|
10/25/2018
|
Class A Shares
|
17,626
|
2.5093
|
10/29/2018
|