Print Page  Close Window


SEC Filings

SC 13G/A
UBS OCONNOR LLC filed this Form SC 13G/A on 02/12/2019
Entire Document
 

 

 

This Amendment No. 1 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 13, 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, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,096,227 shares of Common Stock issuable upon exercise of the GLEA 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 GLEA Warrant. The foregoing excludes: (I) 1,053,773 shares of Common Stock issuable upon exercise of the GLEA Warrant because the GLEA Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the GLEA 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) 183,333 shares of Common Stock issuable upon exercise of the GLEA XL Warrant because the GLEA XL Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the GLEA XL 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, (III) 2,417,398 shares of Common Stock issuable upon conversion of GLEA Note 1 because GLEA Note 1 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA 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, (IV) 77,303 shares of Common Stock issuable upon conversion of GLEA Note 2 because GLEA Note 2 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA 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 (V) 422,000 shares of Common Stock issuable upon conversion of GLEA Note 3 because GLEA Note 3 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA 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. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 6,250,034 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 acquired and are held in the ordinary course of business and 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.

  

Page 5 of 6