05/16/2022 | Press release | Distributed by Public on 05/16/2022 18:51
FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mudrick Capital Management, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 |
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Former Director |
Mudrick Jason C/O MUDRICK CAPITAL MANAGEMENT, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 |
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Former Director |
Mudrick Distressed Opportunity Fund Global, LP 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 |
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Former Director |
Verto Direct Opportunity II, LP C/O MUDRICK CAPITAL MANAGEMENT, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 |
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Former Director |
See Signatures Included in Exhibit 99.1 | 2022-05-16 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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) | This Form 4 is filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"), Jason Mudrick, Mudrick Distressed Opportunity Fund Global, LP, and Verto Direct Opportunity II, LP. |
(2) | Mr. Mudrick is the sole member of Mudrick Capital Management, LLC, which is the general partner of MCM. MCM is the investment manager of the following entities: Mudrick Distressed Opportunity Fund Global, LP; Mudrick Distressed Opportunity Drawdown Fund II, LP; Verto Direct Opportunity II, LP; Boston Patriot Batterymarch St LLC; Blackwell Partners LLC Series A; and P Mudrick LTD. Mr. Mudrick is the managing member of Verto Direct Opportunity GP, LLC, which is the general partner of Verto Direct Opportunity II, LP. Each Reporting Person and each of the aforementioned entities disclaims beneficial ownership of any equity securities of the Issuer except to the extent of such person's or entity's pecuniary interest therein, if any. |
(3) | Represents shares of Common Stock sold by the following entities: 179 by Mudrick Distressed Opportunity Fund Global, LP; 70 by Blackwell Partners LLC Series A; 92 by Boston Patriot Batterymarch St LLC; 18 by P Mudrick Ltd.; 81 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 154 by Verto Direct Opportunity II, LP; and 6 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
(4) | The shares of Common Stock were sold in multiple transactions at prices ranging from $25.00 to $25.05, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range. |
(5) | Represents shares of Common Stock directly held following the sale as follows: 1,996,472 by Mudrick Distressed Opportunity Fund Global, LP; 779,919 by Blackwell Partners LLC Series A; 1,027,963 by Boston Patriot Batterymarch St LLC; 197,241 by P Mudrick Ltd.; 901,360 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,716,879 by Verto Direct Opportunity II, LP; and 63,607 by Verto Direct Opportunity GP, LLC. |
(6) | Represents shares of Common Stock sold by the following entities: 27,130 by Mudrick Distressed Opportunity Fund Global, LP; 10,598 by Blackwell Partners LLC Series A; 13,969 by Boston Patriot Batterymarch St LLC; 2,680 by P Mudrick Ltd.; 12,248 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 23,330 by Verto Direct Opportunity II, LP; and 864 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
(7) | The shares of Common Stock were sold in multiple transactions at prices ranging from $23.75 to $24.55, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range. |
(8) | Represents shares of Common Stock directly held following the sale as follows: 1,969,342 by Mudrick Distressed Opportunity Fund Global, LP; 769,321 by Blackwell Partners LLC Series A; 1,013,994 by Boston Patriot Batterymarch St LLC; 194,561 by P Mudrick Ltd.; 889,112 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,693,549 by Verto Direct Opportunity II, LP; and 62,743 by Verto Direct Opportunity GP, LLC. |
(9) | Represents shares of Common Stock sold by the following entities: 107,560 by Mudrick Distressed Opportunity Fund Global, LP; 42,018 by Blackwell Partners LLC Series A; 55,382 by Boston Patriot Batterymarch St LLC; 10,626 by P Mudrick Ltd.; 48,561 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 92,497 by Verto Direct Opportunity II, LP; and 3,427 by Verto Direct Opportunity GP, LLC. (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
(10) | The shares of Common Stock were sold in multiple transactions at prices ranging from $24.50 to $25.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range. |
(11) | Represents shares of Common Stock directly held following the sale as follows: 1,861,782 by Mudrick Distressed Opportunity Fund Global, LP; 727,303 by Blackwell Partners LLC Series A; 958,612 by Boston Patriot Batterymarch St LLC; 183,935 by P Mudrick Ltd.; 840,551 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,601,052 by Verto Direct Opportunity II, LP; and 59,316 by Verto Direct Opportunity GP, LLC |
(12) | Represents shares of Common Stock sold by the following entities: 29,872 by Mudrick Distressed Opportunity Fund Global, LP; 11,669 by Blackwell Partners LLC Series A; 15,381 by Boston Patriot Batterymarch St LLC; 2,951 by P Mudrick Ltd.; 13,486 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 25,689 by Verto Direct Opportunity II, LP; and 952 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
(13) | The shares of Common Stock were sold in multiple transactions at prices ranging from $24.20 to $25.03, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range. |
(14) | Represents shares of Common Stock directly held following the sale as follows: 1,831,910 by Mudrick Distressed Opportunity Fund Global, LP; 715,634 by Blackwell Partners LLC Series A; 943,231 by Boston Patriot Batterymarch St LLC; 180,984 by P Mudrick Ltd.; 827,065 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,575,363 by Verto Direct Opportunity II, LP; and 58,364 by Verto Direct Opportunity GP, LLC. |