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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 | ||||||||
0.00% Convertible Senior Subordinated Notes due 2020 | (4) | 12/16/2016 | C | $ 1,299,983 | 10/04/2016(4) | 10/04/2020 | Common Stock | 69,300 | $ 0 | $ 20,511,010 | I (1) (3) | See Footnotes (1) (3) | |||
0.00% Convertible Senior Subordinated Notes due 2020 | (4) | 10/04/2016(4) | 10/04/2020 | Common Stock | 502,174 | $ 9,420,180 | I (2) (3) | See Footnotes (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Tyrus Capital S.A.M. 4 AVENUE ROQUEVILLE MONACO, O9 MC 98000 |
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Chedraoui Tony 4 AVENUE ROQUEVILLE MONACO, O9 MC 98000 |
Tyrus Capital S.A.M., By: Mark Madden, Director /s/ Mark Madden | 12/16/2016 | |
**Signature of Reporting Person | Date | |
/s/ Tony Chedraoui | 12/16/2016 | |
**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) | These shares of the Issuer's Common Stock, $0.001 par value per share (the "Shares") or 0.00% Convertible Senior Subordinated Notes due 2020 ("Convertible Notes"), as applicable, are held for the account of Tyrus Capital Event Master Fund Limited. Tyrus Capital S.A.M serves as investment manager to Tyrus Capital Event Master Fund Limited. Mr. Chedraoui is the Chief Investment Officer and control person of Tyrus Capital S.A.M. |
(2) | These Shares and Convertible Notes, as applicable, are held for the account of TC Five Limited. Tyrus Capital S.A.M. serves as investment manager to TC Five Limited. |
(3) | Each Reporting Person disclaims beneficial ownership of the Shares, including Shares obtainable upon conversion of Convertible Notes, except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose. |
(4) | The Convertible Notes are convertible at a conversion rate of 0.05330841 Shares per $1.00 principal amount of Convertible Notes, subject to adjustment pursuant to the terms of the Convertible Notes. The Convertible Notes are convertible at any time to, and including, the business day immediately preceding the maturity date of October 4, 2020. On the maturity date, the Convertible Notes will mandatorily convert into Shares unless earlier repurchased, redeemed or converted. |