UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
|
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
|
|||
(Title of Class of Securities)
|
|||
032332504 | |||
(CUSIP Number)
Garrett Lynam
Kokino LLC 201 Tresser Boulevard, 3rd Floor Stamford, CT 06901 (203) 595-4552 |
|||
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|||
July 13, 2018
|
|||
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 032332504
|
Page 2 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Leslie J. Schreyer, as Trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler
52-6435625
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Connecticut
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
1,386,312 shares of Common Stock*
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,386,312 shares of Common Stock*
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,386,312 shares of Common Stock*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.3% of outstanding shares of Common Stock**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 032332504
|
SCHEDULE 13D/A
|
Page 3 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
M3C Holdings LLC
20-6116984 |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
263,688 shares of Common Stock*
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
263,688 shares of Common Stock*
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
263,688 shares of Common Stock*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.8% of outstanding shares of Common Stock**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 032332504
|
SCHEDULE 13D/A
|
Page 4 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Robert Averick
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
18,000 shares of Common Stock*
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,400,000 shares of Common Stock*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
18,000 shares of Common Stock*
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,400,000 shares of Common Stock*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,418,000 shares of Common Stock*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
16.2% of outstanding shares of Common Stock**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 032332504
|
SCHEDULE 13D/A
|
Page 5 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Piton Capital Partners LLC
47-3106673
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
600,000 shares of Common Stock*
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
600,000 shares of Common Stock*
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
600,000 shares of Common Stock*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
4.0% of outstanding shares of Common Stock**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 032332504
|
SCHEDULE 13D/A
|
Page 6 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
OIH LLC
26-4810266
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Connecticut
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
22,917 shares of Common Stock*
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
22,917 shares of Common Stock*
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
22,917 shares of Common Stock*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.2% of outstanding shares of Common Stock**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 032332504
|
SCHEDULE 13D/A
|
Page 7 of 10 Pages
|
Item 4. |
Purpose of Transaction.
|
CUSIP No. 032332504
|
SCHEDULE 13D/A
|
Page 8 of 10 Pages
|
Item 5. |
Interest in Securities of the Issuer.
|
Shares Beneficially Owned
|
Percent of Class1
|
||
(a) and (b)
|
1. The Trust2
|
||
Sole Voting Power
|
1,386,312
|
9.3%
|
|
Shared Voting Power
|
-0-
|
0%
|
|
Sole Dispositive Power
|
1,386,312
|
9.3%
|
|
Shared Dispositive Power
|
-0-
|
0%
|
|
Aggregate Voting and Dispositive Power
|
1,386,312
|
9.3%
|
|
2. M3C3
|
|||
Sole Voting Power
|
263,688
|
1.8%
|
|
Shared Voting Power
|
-0-
|
0%
|
|
Sole Dispositive Power
|
263,688
|
1.8%
|
|
Shared Dispositive Power
|
-0-
|
0%
|
|
Aggregate Voting and Dispositive Power
|
263,688
|
1.8%
|
|
3. Mr. Averick4
|
|||
Sole Voting Power
|
18,000
|
0.1%
|
|
Shared Voting Power
|
2,400,000
|
16.1%
|
|
Sole Dispositive Power
|
18,000
|
0.1%
|
|
Shared Dispositive Power
|
2,400,000
|
16.1%
|
|
Aggregate Voting and Dispositive Power
|
2,418,000
|
16.2%
|
|
4. Piton5
|
|||
Sole Voting Power
|
600,000
|
4.0%
|
|
Shared Voting Power
|
-0-
|
0%
|
|
Sole Dispositive Power
|
600,000
|
4.0%
|
|
Shared Dispositive Power
|
-0-
|
0%
|
|
Aggregate Voting and Dispositive Power
|
600,000
|
4.0%
|
|
5. OIH6
|
|||
Sole Voting Power
|
22,917
|
0.2%
|
|
Shared Voting Power
|
-0-
|
0%
|
|
Sole Dispositive Power
|
22,917
|
0.2%
|
|
Shared Dispositive Power
|
-0-
|
0%
|
|
Aggregate Voting and Dispositive Power
|
22,917
|
0.2%
|
CUSIP NO. 032332504
|
SCHEDULE 13D/A
|
Page 9 of 10 Pages
|
|
(c) |
None.
|
(d) |
Except as described in this Schedule 13D (including Item 2(a) and the footnotes to Items 5(a) and 5(b)), to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares reported by the Schedule 13D.
|
(e) |
Not applicable.
|
CUSIP NO. 032332504
|
SCHEDULE 13D/A
|
Page 10 of 10 Pages
|
Dated: July 17, 2018 | ||
|
/s/ Frank S. Vellucci | |
Frank S. Vellucci | ||
Attorney-in-Fact for Leslie J. Schreyer, in his capacity as trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler |
M3C Holdings LLC
|
|||
By: | /s/ Stephen A. Ives | ||
Stephen A. Ives | |||
Vice President |
/s/ Robert Averick
|
||
Robert Averick |
Piton Capital Partners LLC
|
|||
By:
|
Piton Capital Management LLC, its managing member
|
||
By:
|
Kokino LLC, its managing member
|
||
By:
|
/s/ Stephen A. Ives
|
||
Stephen A. Ives | |||
Vice President | |||
OIH LLC
|
|||
By:
|
/s/ Brian T. Olson
|
||
Brian T. Olson | |||
Manager | |||