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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 | ||||||||
| Series A Convertible Preferred Stock (1) (2) | (3) | 08/30/2018 | J(4) | 6,114 | (5) | (5) | Common stock, par value $0.01 | 4,891 | (4) | 0 | I (6) | By: Separately Managed Account (4) (6) | |||
| Series A Convertible Preferred Stock (1) (2) | (3) | 08/30/2018 | J(4) | 5,788 | (5) | (5) | Common stock, par value $0.01 | 4,630 | (4) | 5,788 | I (6) | By: Separately Managed Account (4) (6) | |||
| Series A Convertible Preferred Stock (1) (2) | (3) | 08/30/2018 | S | 5,788 | (5) | (5) | Common stock, par value $0.01 | 4,630 | $ 45 | 0 | I (6) | By: Separately Managed Account (4) (6) | |||
| Series A Convertible Preferred Stock (1) (2) | (3) | 08/30/2018 | J(4) | 326 | (5) | (5) | Common stock, par value $0.01 | 261 | (4) | 326 | I (7) | By: LCG Holdings, LLC | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Luxor Capital Group, LP 1114 AVENUE OF THE AMERICAS 28TH FLOOR NEW YORK, NY 10036 |
See Remarks Section | |||
| /s/ Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP | 09/28/2018 | |
| **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) | This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), LCG Holdings, LLC ("LCG Holdings") and Christian Leone (collectively, the "Reporting Persons"). |
| (2) | Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| (3) | The holders of Series A Convertible Preferred Stock shall have the right, at their option, to require the Issuer to convert some or all of their Series A Convertible Preferred Stock into the number of fully paid and non-assessable shares of Common Stock obtained by dividing the aggregate Liquidation Preference of such specified Series A Convertible Preferred Stock by the Conversion Price then in effect. |
| (4) | Represents in-kind distributions without consideration as follows: The Separately Managed Account (as defined below) is composed of a master investment vehicle, OC 19 Master Fund, L.P. - LCG ("OC 19 Master Fund"), and a feeder investment vehicle, OC 19 Offshore Fund, Ltd. - LCG ("OC 19 Feeder"). As of August 30, 2018, OC 19 Master Fund made a distribution in-kind, without consideration, to its partners, including a Section 16 exempt distribution to its general partner and a distribution to OC 19 Feeder, as the sole limited partner of OC 19 Master Fund. Immediately thereafter, the general partner of OC 19 Master Fund effected an in-kind distribution, without consideration, to its sole member, LCG Holdings, and OC 19 Feeder effected a sale as reflected in Table II of this Form 4. |
| (5) | The Series A Convertible Preferred Stock is perpetual. |
| (6) | Securities held in an account separately managed by Luxor Capital Group (the "Separately Managed Account"). As indicated above, the Separately Managed Account is composed of OC 19 Master Fund and OC 19 Feeder. OC 19 Feeder, as the owner of a controlling interest in OC 19 Master Fund, may be deemed to beneficially own the securities owned directly by OC 19 Master Fund. Luxor Capital Group, as the investment manager of the Separately Managed Account (composed of OC 19 Master Fund and OC 19 Feeder), may be deemed to beneficially own the securities held in the Separately Managed Account. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of Luxor Management, may be deemed to beneficially own the securities held in the Separately Managed Account. |
| (7) | Securities owned directly by LCG Holdings. Christian Leone, as the managing member of LCG Holdings, may be deemed to beneficially own the securities owned directly by LCG Holdings. |
| Remarks: The Reporting Persons are not subject to Section 16 with respect to this Issuer. | |