This Amendment No. 3 (this Amendment) hereby amends and supplements the
statement on Schedule 13D filed with the Securities and Exchange Commission (the SEC) with a filing date of January 18, 2023, as amended and supplemented by Amendment No. 1 with a filing date of January 20, 2023 and
Amendment No. 2 with a filing date of February 21, 2023 (as amended and supplemented by this Amendment, the Schedule 13D) relating to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise
defined shall have the same meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction
This Amendment supplements the disclosure in Item 4 of the Schedule 13D by adding the following:
On March 30, 2023 (the Closing Date), Parent acquired the Issuer pursuant to the Merger Agreement, by and among the Issuer,
Parent and Merger Sub. In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each issued and outstanding
share of Common Stock (other than certain excluded shares) automatically converted into the right to receive $19.00 per share in cash, without interest. Consequently, the shares of Common Stock beneficially owned by the Reporting Persons at the time
of the Merger were converted into the right to receive the Merger Consideration, and the Reporting Persons no longer beneficially own any shares of Common Stock of the Issuer.
Effective as of the Closing Date, the Voting Agreement terminated.
Item 5. |
Interest in Securities of the Issuer |
Items 5(a)-(c) and (e) of the Schedule 13D are hereby amended and restated as follows:
(a) and (b) Effective as of the Closing Date, each of the Reporting Persons did not beneficially own any shares of Common Stock.
(c) Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transaction in Common Stock during the past 60 days.
(e) Effective as of the Closing Date, following the Merger, the Reporting Persons ceased to be the beneficial owners of more than five percent of the shares of
Common Stock outstanding.