08/08/2022 | Press release | Distributed by Public on 08/08/2022 16:59
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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Mudrick Jason C/O MUDRICK CAPITAL MANAGEMENT, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 |
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Mudrick Distressed Opportunity Fund Global, LP 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 |
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Verto Direct Opportunity II, LP C/O MUDRICK CAPITAL MANAGEMENT, L.P. 527 MADISON AVENUE, 6TH FLOOR NEW YORK, NY10022 |
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See Signatures Included in Exhibit 99.1 | 2022-08-08 |
**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: 12,534 by Mudrick Distressed Opportunity Fund Global, LP; 4,896 by Blackwell Partners LLC Series A; 6,454 by Boston Patriot Batterymarch St LLC; 1,238 by P Mudrick Ltd.; 5,659 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 10,778 by Verto Direct Opportunity II, LP; and 399 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 $26.10 to $26.54, 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: 1,027,699 by Mudrick Distressed Opportunity Fund Global, LP; 401,471 by Blackwell Partners LLC Series A; 529,151 by Boston Patriot Batterymarch St LLC; 101,531 by P Mudrick Ltd.; 463,982 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 883,777 by Verto Direct Opportunity II, LP; and 32,743 by Verto Direct Opportunity GP, LLC. |