141 W. Jackson Blvd., Suite 1702
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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PW Partners Atlas Fund III LP
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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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(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
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WC
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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
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,271,182
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,271,182
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,271,182
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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4.3%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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PW Partners Atlas Fund II LP
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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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(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
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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
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,800,000(1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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2,800,000(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,800,000(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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9.5%
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14
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TYPE OF REPORTING PERSON
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PN
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(1)
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Consists of 2,800,000 shares of Common Stock that PW Partners Atlas Fund II LP has agreed to purchase, subject to closing,
pursuant to the SPA (as defined below).
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1
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NAME OF REPORTING PERSON
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PW Partners Atlas Funds, LLC
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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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(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
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AF, 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
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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4,071,182(1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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4,071,182(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,071,182(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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13.8%
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14
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TYPE OF REPORTING PERSON
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OO
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(1)
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Includes 2,800,000 shares of Common Stock that PW Partners Atlas Fund II LP has agreed to purchase, subject to closing, pursuant
to the SPA (as defined below).
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1
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NAME OF REPORTING PERSON
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PW Partners Capital Management LLC
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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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(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
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AF, 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
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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4,071,182(1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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4,071,182(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,071,182(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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13.8%
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14
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TYPE OF REPORTING PERSON
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OO
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(1)
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Includes 2,800,000 shares of Common Stock that PW Partners Atlas Fund II LP has agreed to purchase, subject to closing, pursuant
to the SPA (as defined below).
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1
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NAME OF REPORTING PERSON
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Patrick Walsh
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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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(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
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PF, AF, 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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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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3,131,317
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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4,071,182(1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,132,774
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10
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SHARED DISPOSITIVE POWER
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4,071,182(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,202,499(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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24.5%
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14
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TYPE OF REPORTING PERSON
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IN
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(1)
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Includes 2,800,000 shares of Common Stock that PW Partners Atlas Fund II LP has agreed to purchase, subject to closing, pursuant
to the SPA (as defined below).
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The following constitutes
Amendment No. 19 to the Schedule 13D filed by the undersigned (“Amendment No. 19”). This Amendment No. 19 amends the
Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
and restated to read as follows:
The 1,271,182 Shares
purchased by Atlas Fund III were purchased with working capital (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business).
The aggregate purchase
price of the 1,271,182 Shares directly owned by Atlas Fund III is approximately $5,682,164, excluding brokerage commissions.
Atlas Fund II has
agreed to purchase 2,800,000 Shares, subject to closing, pursuant to the SPA (as defined below).
Other than 2,116,257
Shares (including 998,543 unvested restricted Shares) awarded to Mr. Walsh in connection with his service as an officer and director
of the Issuer, the Shares directly owned by Mr. Walsh were purchased with personal funds. The aggregate purchase price of the 1,015,060
Shares purchased by Mr. Walsh is approximately $3,037,554, excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) - 5(c)
are hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 29,415,948 Shares outstanding as of the
date hereof, which is the total number of Shares outstanding based on information provided by the Issuer.
As of the close of
business on the date hereof, Atlas Fund III beneficially owns directly 1,271,182 Shares, Atlas Fund II may be deemed to beneficially
own 2,800,000 Shares that it has agreed to purchase, subject to closing, pursuant to the SPA (the “SPA Shares”), and
Mr. Walsh beneficially owns directly 3,131,317 Shares (including 998,543 unvested restricted Shares), constituting approximately
4.3%, 9.5% and 10.6%, respectively, of the Shares outstanding.
Atlas Fund GP, as
the general partner of Atlas Fund III and Atlas Fund II, may be deemed to beneficially own the 1,271,182 Shares directly beneficially
owned by Atlas Fund III and the 2,800,000 SPA Shares that may be deemed to be beneficially owned by Atlas Fund II, constituting
approximately 13.8% of the Shares outstanding.
PW Capital Management,
as the investment manager with respect to Atlas Fund III and Atlas Fund II, may be deemed to beneficially own the 1,271,182 Shares
directly beneficially owned by Atlas Fund III and the 2,800,000 SPA Shares that may be deemed to be beneficially owned by Atlas
Fund II, constituting approximately 13.8% of the Shares outstanding.
Mr. Walsh, as the
Managing Member and Chief Executive Officer of Atlas Fund GP and the Managing Member of PW Capital Management, may be deemed to
beneficially own the 1,271,182 Shares that may be deemed to be beneficially owned by Atlas Fund GP and PW Capital Management and
the 2,800,000 SPA Shares that may be deemed to be beneficially owned by Atlas Fund GP and PW Capital Management, which, together
with the Shares he directly beneficially owns, constitutes an aggregate of 7,202,499 Shares or approximately 24.5% of the Shares
outstanding.
(b) Each
of Atlas Fund III, Atlas Fund GP, PW Capital Management and Mr. Walsh may be deemed to have shared power to vote or direct the
vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by Atlas Fund III.
Each of Atlas Fund
II, Atlas Fund GP, PW Capital Management and Mr. Walsh may be deemed to have shared power to vote or direct the vote of, and to
dispose or direct the disposition of, the SPA Shares that may be deemed to be beneficially owned by Atlas Fund II.
Mr. Walsh has the
sole power to vote or direct the vote of, and to dispose or direct the disposition of, 2,132,774 Shares beneficially owned directly
by him and the sole power to vote or direct the vote of an additional 998,543 unvested restricted Shares beneficially owned directly
by him.
(c) On
December 13, 2019, Mr. Walsh received 609,375 restricted Shares in his capacity as an officer of the Issuer. These restricted Shares
will vest in three equal annual installments commencing on December 13, 2020, the first anniversary of the grant date.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended
to add the following:
As previously disclosed,
on December 11, 2019, Atlas Fund II entered into a Stock Purchase Agreement (the “SPA”) with HG Vora Special Opportunities
Master Fund, Ltd. (“HG Vora”) pursuant to which Atlas Fund II agreed to purchase 2,800,000 SPA Shares from HG Vora
for $1.50 per Share, subject to the closing conditions set forth therein. As previously disclosed, the closing of the SPA was delayed
as additional time is needed to effectuate certain mechanics involving the transfer of the SPA Shares. As of the date hereof, the
closing of the SPA is still pending.
As previously disclosed,
on December 11, 2019, Atlas Fund II entered into a Call Option Agreement with HG Vora pursuant to which HG Vora granted Atlas Fund
II an irrevocable option to purchase from HG Vora up to 1,500,000 Shares at an exercise price of $1.50 per Share (the “Option”).
The Option was not exercised by Atlas Fund II and it expired in accordance with its terms on December 23, 2019.
SIGNATURES
After reasonable inquiry
and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth
in this statement is true, complete, and correct.
Dated: December 27, 2019
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PW PARTNERS ATLAS FUND III LP
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By:
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PW Partners Atlas Funds, LLC
General Partner
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By:
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/s/ Patrick Walsh
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Name:
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Patrick Walsh
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS ATLAS FUND II LP
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By:
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PW Partners Atlas Funds, LLC
General Partner
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By:
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/s/ Patrick Walsh
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Name:
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Patrick Walsh
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS ATLAS FUNDS, LLC
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By:
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/s/ Patrick Walsh
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Name:
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Patrick Walsh
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS CAPITAL MANAGEMENT LLC
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By:
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/s/ Patrick Walsh
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Name:
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Patrick Walsh
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Title:
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Managing Member
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/s/ Patrick Walsh
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Patrick Walsh
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