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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
Call Option (right to buy) | $ 105 | 03/12/2015 | M | 150,000 (1) | 02/11/2015 | 03/13/2015 | Series A Convertible Preferred Stock | 150,000 (1) | $ 0 | 0 | I | See Footnote (2) | |||
Series A Convertible Preferred Stock | $ 39.88 | 03/12/2015 | M | 150,000 (1) | (3) | (3) | Common Stock | 376,125 | $ 105 | 765,916 (4) | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Coliseum Capital Management, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X | ||
Shackelton Christopher S METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X | ||
Coliseum Capital, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X | ||
COLISEUM CAPITAL PARTNERS L P METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X | ||
Coliseum Capital Partners II, L.P. METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X | ||
Gray Adam METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X | ||
Coliseum Capital Co-Invest, L.P. METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X |
Coliseum Capital Management, LLC, By: /s/ Christopher Shackelton, Manager | 03/16/2015 | |
**Signature of Reporting Person | Date | |
/s/ Christopher Shackelton | 03/16/2015 | |
**Signature of Reporting Person | Date | |
Coliseum Capital, LLC, By: /s/ Christopher Shackelton, Manager | 03/16/2015 | |
**Signature of Reporting Person | Date | |
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager | 03/16/2015 | |
**Signature of Reporting Person | Date | |
Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager | 03/16/2015 | |
**Signature of Reporting Person | Date | |
/s/ Adam Gray | 03/16/2015 | |
**Signature of Reporting Person | Date | |
Coliseum Capital Co-Invest, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager | 03/16/2015 | |
**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) | The Reporting Persons and a separate account managed by CCM (the "Separate Account") exercised the option to purchase Issuer's Series A Convertible Preferred Stock ("Preferred Shares") pursuant to the Standby Purchase Agreement as follows: CCP: 80,089 Preferred Shares; CCP2: 11,830 Preferred Shares; CCC: 46,512 Preferred Shares; Separate Account: 11,569 Preferred Shares. |
(2) | These securities are held directly by (a) CCP, (b) CCP2, (c) CCC and (d) the Separate Account. Shackelton and Gray are managers of and have an ownership interest in each of CCM, and CC and may be deemed to have an indirect pecuniary interest in the shares held by the Funds and the Separate Account due to CCM's right to receive performance-related fees from the Separate Account and CC's right to receive performance-related fees from the Funds. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. |
(3) | Pursuant to the certificate of designation for the Series A Convertible Preferred Stock, upon receipt of stockholder approval by the Issuer's stockholders, each share of Series A Convertible Preferred Stock held by the Reporting Persons will be convertible, at the option of the Reporting Persons, into shares of Common Stock at an initial conversion ratio of approximately 2.5 shares of Common Stock per share of Series A Convertible Preferred Stock. |
(4) | Following the transactions reported herein, the Reporting Persons and the Separate Account directly beneficially owned the Preferred Shares as follows: CCP: 411,688 Preferred Shares; CCP2: 67,198 Preferred Shares; CCC: 209,031 Preferred Shares; Separate Account: 77,999 Preferred Shares. |
Remarks: Christopher Shackelton ("Shackelton") is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: Coliseum Capital Management, LLC ("CCM"); Coliseum Capital, LLC ("CC"); Coliseum Capital Partners, L.P. ("CCP"); Coliseum Capital Partners II, L.P. ("CCP2"); Coliseum Capital Co-Invest, L.P. ("CCC") and Adam Gray ("Gray"). |