UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
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032332504 | |||
(CUSIP Number)
Garrett Lynam
Kokino LLC 201 Tresser Boulevard, 3rd Floor Stamford, CT 06901 (203) 595-4552 |
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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November 20, 2018
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 032332504
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Cornice Fiduciary Management LLC, as Trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler
52-6435625
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wyoming
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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1,386,312 shares of Common Stock (1)
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8
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SHARED VOTING POWER
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-0-
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9
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SOLE DISPOSITIVE POWER
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1,386,312 shares of Common Stock (1)
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,386,312 shares of Common Stock (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.2% of outstanding shares of Common Stock (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 032332504
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SCHEDULE 13D/A
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Page 3 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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M3C Holdings LLC
20-6116984 |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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263,688 shares of Common Stock (1)
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8
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SHARED VOTING POWER
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-0-
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9
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SOLE DISPOSITIVE POWER
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263,688 shares of Common Stock (1)
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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263,688 shares of Common Stock (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.8% of outstanding shares of Common Stock (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 032332504
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SCHEDULE 13D/A
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Robert Averick
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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18,000 shares of Common Stock (1)
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8
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SHARED VOTING POWER
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2,400,000 shares of Common Stock (1)
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9
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SOLE DISPOSITIVE POWER
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18,000 shares of Common Stock (1)
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10
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SHARED DISPOSITIVE POWER
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2,400,000 shares of Common Stock (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,418,000 shares of Common Stock (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.1% of outstanding shares of Common Stock (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 032332504
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SCHEDULE 13D/A
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Piton Capital Partners LLC
47-3106673
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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600,000 shares of Common Stock (1)
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8
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SHARED VOTING POWER
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-0-
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9
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SOLE DISPOSITIVE POWER
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600,000 shares of Common Stock (1)
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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600,000 shares of Common Stock (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.0% of outstanding shares of Common Stock (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 032332504
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SCHEDULE 13D/A
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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OIH LLC
26-4810266
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
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(b)
|
☒
|
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Connecticut
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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22,917 shares of Common Stock (1)
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8
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SHARED VOTING POWER
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-0-
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9
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SOLE DISPOSITIVE POWER
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22,917 shares of Common Stock (1)
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10
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SHARED DISPOSITIVE POWER
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-0-
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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22,917 shares of Common Stock (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.2% of outstanding shares of Common Stock (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 032332504
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SCHEDULE 13D/A
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Page 7 of 12 Pages
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CUSIP No. 032332504
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SCHEDULE 13D/A
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Page 9 of 12 Pages
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Item 5. |
Interest in Securities of the Issuer.
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Shares Beneficially Owned
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Percent of Class1
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(a) and (b)
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1. The Trust2
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Sole Voting Power
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1,386,312
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9.2%
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Shared Voting Power
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-0-
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0%
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Sole Dispositive Power
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1,386,312
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9.2%
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Shared Dispositive Power
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-0-
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0%
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Aggregate Voting and Dispositive Power
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1,386,312
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9.2%
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2. M3C3
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Sole Voting Power
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263,688
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1.8%
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Shared Voting Power
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-0-
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0%
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Sole Dispositive Power
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263,688
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1.8%
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Shared Dispositive Power
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-0-
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0%
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Aggregate Voting and Dispositive Power
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263,688
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1.8%
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3. Mr. Averick4
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Sole Voting Power
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18,000
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0.1%
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Shared Voting Power
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2,400,000
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16.0%
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Sole Dispositive Power
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18,000
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0.1%
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Shared Dispositive Power
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2,400,000
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16.0%
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Aggregate Voting and Dispositive Power
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2,418,000
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16.1%
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4. Piton5
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Sole Voting Power
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600,000
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4.0%
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Shared Voting Power
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-0-
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0%
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Sole Dispositive Power
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600,000
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4.0%
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Shared Dispositive Power
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-0-
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0%
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Aggregate Voting and Dispositive Power
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600,000
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4.0%
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5. OIH6
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Sole Voting Power
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22,917
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0.2%
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Shared Voting Power
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-0-
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0%
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Sole Dispositive Power
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22,917
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0.2%
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Shared Dispositive Power
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-0-
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0%
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Aggregate Voting and Dispositive Power
|
22,917
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0.2%
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1 |
This calculation is rounded to the nearest tenth and is based upon 14,987,745 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on August 9, 2018 (File No. 000-11412) (unless otherwise noted below).
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2 |
The Trust is a member of Piton, along with other "Family Clients" (as defined in Investment Advisers Act Rule 202(a)(11)(G)-1 (the "Family Office Rule")) of Kokino.
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3 |
M3C is a member of Piton, along with other Family Clients of Kokino.
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4 |
Mr. Averick's principal occupation is acting as a Portfolio Manager at Kokino, which is a single-family office that provides investment management services only to its Family Clients, including the Trust, M3C and Piton. Mr. Averick is also currently a director of the Issuer. As a Portfolio Manager at Kokino, Mr. Averick shares the power to vote and dispose (or direct the disposition of) 2,418,000 Shares, which is the sum of the Shares beneficially owned by the following Reporting Persons: (i) 1,386,312 Shares beneficially owned by the Trust; (ii) 263,688 Shares beneficially owned by M3C; (iii) 600,000 Shares beneficially owned by Piton; (iv) 150,000 Shares beneficially owned by Mr. Averick jointly with his wife; and (v) 18,000 aggregate Shares under (A) a director stock option granted on May 11, 2018 which is immediately exercisable and allows Mr. Averick to purchase 6,000 Shares; (B) a director stock option granted on March 17, 2017 which is immediately exercisable and allows Mr. Averick to purchase 6,000 Shares; and (C) a director stock option granted on January 15, 2016 which is immediately exercisable and allows Mr. Averick to purchase 6,000 Shares (collectively, the "Option Shares"). With respect to the 150,000 Shares beneficially owned jointly by Mr. Averick with his wife, Mr. and Mrs. Averick are deemed to share the power to vote and dispose or direct the disposition of such Shares. Mr. Averick holds an economic interest in Piton (which interest may be held directly and, from time to time, indirectly through PCM). Also, Mr. Averick's incentive compensation as an employee of Kokino, which is calculated in Kokino's discretion, may be based, among other things, on the performance of Shares held by the Trust, M3C and Piton. Such compensation may be paid in cash and/or by way of increasing Mr. Averick's minority interest in Piton (either directly or indirectly through PCM). The Shares and percent of class beneficially owned by Mr. Averick include the Option Shares.
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5 |
Piton is a pooled investment vehicle formed for the benefit of a single family and certain "key employees" (as defined in the Family Office Rule) of Kokino. The Trust, M3C and Mr. Averick are members of Piton, along with other Family Clients of Kokino. Piton is managed by its managing member, PCM. PCM is in turn managed by its managing member, Kokino. Additionally, Kokino is the trading manager of Piton and provides investment management services to the Trust and M3C, and in those capacities Kokino acts on behalf of such Reporting Persons as an agent. Robert Averick, in his capacity as an employee of Kokino, manages the Trust's, M3C's and Piton's respective investments in Shares. PCM and Kokino are each a "family office" (as defined in the Family Office Rule) of the same family, and any voting power or investment power PCM or Kokino may hold over the Shares is ultimately attributed to the Reporting Persons reporting on this Schedule 13D.
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6 |
OIH is a Connecticut limited liability company and investment entity controlled by Brian T. Olson. Brian T. Olson is the President and Chief Investment Officer of Kokino. As a key employee of Kokino and manager of OIH, Mr. Olson shares the power to vote and dispose (or direct the disposition of) 2,272,917 Shares, which is the sum of the Shares beneficially owned by the following Reporting Persons: (i) 1,386,312 Shares beneficially owned by the Trust; (ii) 263,688 Shares beneficially owned by M3C; (iii) 600,000 Shares beneficially owned by Piton; and (iv) 22,917 Shares beneficially owned by OIH.
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CUSIP No. 032332504
|
SCHEDULE 13D/A
|
Page 10 of 12 Pages
|
(c) |
As described in Item 3 (which description is incorporated herein by reference), the Change in Trustee occurred on November 20, 2018. The Change in Trustee does not impact the number of Shares or the percentage of Shares owned by the Trust (or any other Reporting Person).
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(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.
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(e) |
Not applicable.
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Item 7. |
Material to be Filed as Exhibits.
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CUSIP No. 032332504
|
SCHEDULE 13D/A
|
Page 11 of 12 Pages
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Dated: November 27, 2018 | |||
Cornice Fiduciary Management LLC, as Trustee under
Trust Agreement dated December 23, 1989 FBO the
issue of Jonathan D. Sackler
|
|||
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By: | /s/ Jeffrey Robins | |
Jeffrey Robins | |||
Vice President |
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 | |||
CUSIP No. 032332504
|
SCHEDULE 13D/A
|
Page 12 of 12 Pages
|
Dated: November 27, 2018 | |||
Cornice Fiduciary Management LLC, as Trustee under
Trust Agreement dated December 23, 1989 FBO the
issue of Jonathan D. Sackler
|
|||
|
By: | /s/ Jeffrey Robins | |
Jeffrey Robins | |||
Vice President |
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:
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/s/ Brian T. Olson
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Brian T. Olson | |||
Manager | |||