This Amendment No. 3 to Schedule 13D (this Amendment No. 3) relates to the common stock, par value $0.01 per share (the Common Stock), of Rayonier Advanced Materials Inc., a Delaware corporation (the Issuer), and amends the Schedule 13D filed on March 6, 2020, as amended by Amendment No. 1 filed on April 1, 2020 and Amendment No. 2 filed on April 15, 2020 (the Original Schedule 13D, and, together with this Amendment No. 3, the Schedule 13D) by the Reporting Persons (as defined below). Any capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Schedule 13D.
This Amendment No. 3 is being filed on behalf of: (i) Pangaea Ventures, L.P., a Delaware limited partnership (Pangaea); (ii) Hudson Investors, Ltd., incorporated under the laws of the British Virgin Islands (Hudson); (iii) Ortelius Advisors, L.P., a Delaware limited partnership (OA); (iv) Ortelius Capital Partners, LLC, a Delaware limited liability company (OC); and (v) Peter DeSorcy (Mr. DeSorcy, and, together with Pangaea, Hudson, OA, OC, and Mr. DeSorcy, the Reporting Persons).
From March 23, 2020 through April 14, 2020, Pangaea sold a portion of the Common Stock previously owned by Pangaea in various open market transactions, however, because those shares of Common Stock were owned by Pangaea as of March 20, 2020, the record date (the Record Date) for the Issuers annual meeting of stockholders held on May 18, 2020 (the Annual Meeting), Pangaea was entitled to direct the vote of those shares at the Annual Meeting. At the conclusion of the Annual Meeting Pangaea ceased to have a voting interest in the shares of Common Stock it sold after the Record Date, and as a result no longer has any form of beneficial interest in the shares that were sold. This Amendment No. 3 is being filed to report that the Reporting Persons have ceased to beneficially own more than 5% of the Issuers outstanding Common Stock.
Item 5. Interest in Securities of the Issuer
Item 5(a), (b) and (e) of the Original Schedule 13D each is hereby amended and restated as follows:
(a) (b) As a result of the conclusion of the Annual Meeting, the Reporting Persons, in total, beneficially own 1,777,356 shares of Common Stock (the Shares). The Shares represent approximately 2.8% of the Issuers outstanding Common Stock. Percentages of the Common Stock outstanding reported in this Amendment No. 3 are calculated based upon the 63,250,765 shares of Common Stock outstanding as of May 4, 2020, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2020, filed by the Issuer with the Securities and Exchange Commission on May 7, 2020. OA has voting and dispositive power over the shares of Common Stock held by Pangaea, and through ownership and control, Mr. DeSorcy has voting and dispositive power over portfolios managed by OA. OC has voting and dispositive power over the shares of Common Stock held by Hudson, and, in turn, as the control person of OC, Mr. DeSorcy has voting and dispositive power over the shares of Common Stock held by Hudson. In addition, Mr. DeSorcy has voting and dispositive power over the 1,450 shares of Common Stock beneficially owned by his minor child.
(e) As a result of the sale transactions identified in Amendment No. 1 and Amendment No. 2, at the conclusion of the Annual Meeting the Reporting Persons ceased to beneficially own more than 5% of the Issuers outstanding Common Stock.