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SC 13G/A
NINETEEN77 GLOBAL MULTI-STRATEGY ALPHA MASTER LTD filed this Form SC 13G/A on 02/12/2019
Entire Document
 

 

 

This Amendment No. 1 is being filed jointly by the Reporting Person and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 12, 2018 (the “Schedule 13G”).

 

Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.

 

Item 4.Ownership.

 

(a) and (b):

 

As of the close of business on December 31, 2018, the Reporting Person may have been deemed to have beneficial ownership of 2,096,227 shares of Common Stock issuable upon exercise of the Warrant, and all such shares of Common Stock represented beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 18,887,033 shares of Common Stock outstanding as of December 31, 2017, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on February 9, 2018, plus (2) 2,096,227 shares of Common Stock issuable upon exercise of the Warrant. The foregoing excludes: (I) 1,053,773 shares of Common Stock issuable upon exercise of the Warrant because the Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (II) 2,417,398 shares of Common Stock issuable upon conversion of Note 1 because Note 1 is subject to a blocker provision under which the holder thereof does not have the right to convert Note 1 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (III) 77,303 shares of Common Stock issuable upon conversion of Note 2 because Note 2 is subject to a blocker provision under which the holder thereof does not have the right to convert Note 2 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, and (IV) 422,000 shares of Common Stock issuable upon conversion of Note 3 because Note 3 is subject to a blocker provision under which the holder thereof does not have the right to convert Note 3 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock. The application of such blocker provision and the shares of Common Stock reported as being beneficially owned by the Reporting Person as a result thereof take into account the shares of Common Stock beneficially owned by the investment advisor of the Reporting Person (with whom the Reporting Person shares voting and dispositive power) which is being reported separately. Without such blocker provisions, the Reporting Person may have been deemed to have beneficial ownership of 6,066,701 shares of Common Stock.

 

(c)

 

Number of shares as to which each Reporting Person has:

 

(1) Sole power to vote or to direct the vote: 0 .

 

(2) Shared power to vote or to direct the vote: 2,096,227 .

 

(3) Sole power to dispose or to direct the disposition of 0 .

 

(4) Shared power to dispose or to direct the disposition of 2,096,227 .

 

Item 10.Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

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