SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
Waitr Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
930752100
(CUSIP Number)
Eric S. Wagner, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue, New York, New York 10110
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 7, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [__].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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 (the “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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NAMES OF REPORTING PERSONS
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Luxor Capital Partners, LP
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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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 ITEMS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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1,266,805 (1)
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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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1,266,805 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,266,805 (1)
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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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1.0%
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14.
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TYPE OF REPORTING PERSON
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PN
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(1) Includes 1,150,596 Shares issuable upon conversion of the Convertible Notes (as defined below) and 116,209 Shares issuable upon
exercise of the Debt Warrants (as defined below).
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1.
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NAMES OF REPORTING PERSONS
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Luxor Wavefront, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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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 ITEMS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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266,001 (1)
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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
|
|
|
|
|
|
266,001 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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266,001 (1)
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|
12.
|
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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|
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Less than 1%
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14.
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TYPE OF REPORTING PERSON
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PN
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(1) Includes 241,602 Shares issuable upon conversion of the Convertible Notes and 24,399 Shares issuable upon exercise of the Debt
Warrants.
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1.
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NAMES OF REPORTING PERSONS
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Luxor Gibraltar, LP – Series I
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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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.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
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|
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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|
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Delaware
|
|
|
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
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SHARED VOTING POWER
|
|
|
|
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|
41,725 (1)
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9.
|
SOLE DISPOSITIVE POWER
|
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|
|
|
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0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
41,725 (1)
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|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
41,725 (1)
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|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
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Less than 1%
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|
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14.
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TYPE OF REPORTING PERSON
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PN
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(1) Includes 37,895 Shares issuable upon conversion of the Convertible Notes and 3,830 Shares issuable upon
exercise of the Debt Warrants.
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1.
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NAMES OF REPORTING PERSONS
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Luxor Capital Partners Offshore Master Fund, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
|
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(b) [ ]
|
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|
|
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3.
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SEC USE ONLY
|
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|
|
|
4.
|
SOURCE OF FUNDS
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|
|
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|
|
WC
|
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|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
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|
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|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
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|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
896,491 (1)
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|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
896,491 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
896,491 (1)
|
|
|
|
|
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
|
|
|
|
|
|
PN
|
(1) Includes 814,252 Shares issuable upon conversion of the Convertible Notes and 82,239 Shares issuable upon exercise of the Debt
Warrants.
|
1.
|
NAMES OF REPORTING PERSONS
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|
|
|
|
|
Luxor Capital Partners Offshore, Ltd.
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
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|
|
AF
|
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|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
896,491 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
896,491 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
896,491 (1)
|
|
|
|
|
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
|
|
|
|
|
|
CO
|
(1) Includes 814,252 Shares issuable upon conversion of the Convertible Notes and 82,239 Shares issuable upon exercise of the Debt
Warrants.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
Lugard Road Capital Master Fund, LP
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
WC
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
2,744,679 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,744,679 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
2,744,679 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
2.2%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
PN
|
(1) Includes 2,492,892 Shares
issuable upon conversion of the Convertible Notes and 251,787 Shares issuable upon exercise of the Debt Warrants.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
LCG Holdings, LLC
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
AF
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
2,471,022 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,471,022 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
2,471,022 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
2.0%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO
|
(1) Includes 2,244,345 Shares issuable upon conversion of the Convertible Notes and 226,677 Shares issuable upon exercise of the Debt
Warrants.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
Lugard Road Capital GP, LLC
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
AF
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
2,744,679 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,744,679 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
2,744,679 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
2.2%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO
|
(1) Includes 2,492,892 Shares
issuable upon conversion of the Convertible Notes and 251,787 Shares issuable upon exercise of the Debt Warrants.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
Luxor Capital Group, LP
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
AF, OO
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
5,215,702 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
5,215,702 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
5,215,702 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
4.3%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
PN
|
(1) Includes 4,737,238 Shares issuable upon conversion of the Convertible Notes and 478,464 Shares issuable upon exercise of the Debt
Warrants.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
Luxor Management, LLC
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
AF
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
5,215,702 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
5,215,702 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
5,215,702 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
4.3%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO
|
(1) Includes 4,737,238 Shares issuable upon conversion of the Convertible Notes and 478,464 Shares issuable upon exercise of the Debt
Warrants.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
Jonathan Green
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
AF
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
2,744,679 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,744,679 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
2,744,679 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
2.2%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
(1) Includes 2,492,892 Shares
issuable upon conversion of the Convertible Notes and 251,787 Shares issuable upon exercise of the Debt Warrants.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
Christian Leone
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
AF
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
5,215,702 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
5,215,702 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
5,215,702 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
4.3%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
(1) Includes 4,737,238 Shares issuable upon conversion of the Convertible Notes and 478,464 Shares issuable upon exercise of the Debt
Warrants.
The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned on November 27, 2018, as
previously amended by Amendment No. 1 (“Amendment No.1”) and Amendment No. 2 (“Amendment No. 2” and collectively with Amendment No.1, the “Schedule 13D”). This Amendment No. 3 is being filed solely to correct an inadvertent administrative error in
respect of the number of shares listed as beneficially owned by the Offshore Master Fund, the Offshore Feeder Fund, LCG Holdings, the Lugard Master Fund, Lugard GP and Mr. Green (each as defined herein) and amends and supplements the Schedule 13D as
specifically set forth herein. Except as set forth herein, the Schedule 13D is unmodified.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a) The Onshore Fund may be deemed to beneficially own 1,266,805 Shares (consisting of 1,150,596 Shares issuable upon conversion of the Convertible Notes and 116,209 Shares issuable
upon exercise of the Debt Warrants), constituting approximately 1.0% of outstanding Shares.
The Offshore Master Fund may be deemed to beneficially own 896,491 Shares (consisting of
814,252 Shares issuable upon conversion of the Convertible Notes and 82,239 Shares issuable upon exercise of the Debt Warrants), constituting less than 1% of outstanding Shares. The Offshore Feeder Fund, as the owner of a controlling interest in the
Offshore Master Fund, may be deemed to beneficially own the 896,491 Shares beneficially owned by the Offshore Master Fund, constituting less than 1% of the outstanding Shares.
The Lugard Master Fund may be deemed to beneficially own 2,744,679 Shares (consisting of
2,492,892 Shares issuable upon conversion of the Convertible Notes and 251,787 Shares issuable upon exercise of the Debt Warrants), constituting approximately 2.2% of outstanding Shares. Lugard GP, as the general partner of the Lugard Master Fund,
may be deemed to beneficially own the 2,744,679 Shares beneficially owned in the aggregate by the Lugard Master Fund, constituting approximately 2.2% of the outstanding Shares. Mr. Green, as a managing member of the Lugard GP, may be deemed to
beneficially own the 2,744,679 Shares owned by Lugard GP, constituting approximately 2.2% of the outstanding Shares.
The Wavefront Fund may be deemed to beneficially own 266,001 Shares (consisting of 241,602
Shares issuable upon conversion of the Convertible Notes and 24,399 Shares issuable upon exercise of the Debt Warrants), constituting less than 1% of the outstanding Shares.
The Gibraltar Fund may be deemed to beneficially own 41,725 Shares (consisting of 37,895
Shares issuable upon conversion of the Convertible Notes and 3,830 Shares issuable upon exercise of the Debt Warrants), constituting less than 1% of the outstanding Shares.
LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Gibraltar
Fund and the Offshore Master Fund, may be deemed to beneficially own the 2,471,022 Shares beneficially owned in the aggregate by the Onshore Fund, the Wavefront Fund, the Gibraltar Fund and the Offshore Master Fund, constituting approximately 2.0% of
the outstanding Shares.
Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to
beneficially own the 5,215,702 Shares owned in the aggregate by the Luxor Funds, constituting approximately 4.3% of the outstanding Shares. Luxor Management, as the general partner of Luxor Capital Group, may be deemed to beneficially own the
5,215,702 Shares beneficially owned by Luxor Capital Group, constituting approximately 4.3% of the outstanding Shares. Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own the 5,215,702 Shares owned by Luxor
Management, constituting approximately 4.3% of the outstanding Shares.
The percentage ownership amounts set forth herein are based on a total of 122,509,152
outstanding Shares, comprised of 117,293,450 Shares as reported on the Issuer’s Prospectus Rule 424(B)(3) filed on August 19, 2021, plus 5,215,702 Shares underlying the Convertible Notes and the Debt Warrants.
(c) There have been no transactions effected since the filing of Amendment No. 2.
(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) As of September 9, 2021, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in
this statement is true, complete, and correct.
|
Dated:
|
September 17, 2021
|
|
|
LUXOR CAPITAL PARTNERS, LP
|
|
|
|
|
|
|
By:
|
LCG Holdings, LLC
General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUXOR WAVEFRONT, LP
|
|
|
|
|
|
|
By:
|
LCG Holdings, LLC
General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUXOR GIBRALTAR, LP, on behalf of itself and
Luxor Gibraltar, LP – Series I
|
|
|
|
|
|
|
By:
|
LCG Holdings, LLC
General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUGARD ROAD CAPITAL MASTER FUND, LP
|
|
|
|
|
|
|
By:
|
Lugard Road Capital GP, LLC
General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|
|
|
|
|
|
By:
|
LCG Holdings, LLC
General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
|
|
|
|
|
|
By:
|
Luxor Capital Group, LP
Investment Manager
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUXOR CAPITAL GROUP, LP
|
|
|
|
|
|
|
By:
|
Luxor Management, LLC
General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LCG HOLDINGS, LLC
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUGARD ROAD CAPITAL GP, LLC
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUXOR MANAGEMENT, LLC
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
|
|
|
NORRIS NISSIM, as Agent for Jonathan Green
|
|
|
|
|
|
NORRIS NISSIM, as Agent for Christian Leone
|