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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 | ||||||||
| Equity Swap (1) | (4) | 05/21/2018 | J/K(4) | 1 (4) | (4) | 08/21/2019 | Class A Common Stock | 204,767 | (3) | 0 (4) | I | See Footnote (1) (2) | |||
| Equity Swap (1) | (4) | 05/21/2018 | J/K(4) | 1 (4) | (4) | 08/21/2020 | Class A Common Stock | 240,767 | (3) | 1 (4) | I | See Footnote (1) (2) | |||
| Equity Swap (1) | (5) | 05/21/2018 | J/K(5) | 1 (5) | (5) | 07/15/2019 | Class A Common Stock | 1,677,302 | (3) | 0 (5) | I | See Footnote (1) (2) | |||
| Equity Swap (1) | (5) | 05/21/2018 | J/K(5) | 1 (5) | (5) | 07/15/2020 | Class A Common Stock | 1,677,302 | (3) | 1 (5) | I | See Footnote (1) (2) | |||
| Equity Swap (1) | (6) | 05/21/2018 | J/K(6) | 1 (6) | (6) | 07/15/2019 | Class A Common Stock | 3,246,340 | (3) | 0 (6) | I | See Footnote (1) (2) | |||
| Equity Swap (1) | (6) | 05/21/2018 | J/K(6) | 1 (6) | (6) | 07/15/2020 | Class A Common Stock | 3,246,340 | (3) | 1 (6) | I | See Footnote (1) (2) | |||
| Equity Swap (1) | (7) | 05/21/2018 | J/K(7) | 1 (7) | (7) | 08/21/2019 | 8.0% Series A Perpetual Convertible Preferred Stock (10) | 100,000 | (3) | 0 (7) | I | See Footnote (1) (2) | |||
| Equity Swap (1) | (7) | 05/21/2018 | J/K(7) | 1 (7) | (7) | 08/21/2020 | 8.0% Series A Perpetual Convertible Preferred Stock (10) | 100,000 | (3) | 1 (7) | I | See Footnote (1) (2) | |||
| Equity Swap (1) | (8) | 05/21/2018 | J/K(8) | 1 (8) | (8) | 07/15/2019 | 8.0% Series A Perpetual Convertible Preferred Stock (10) | 191,078 | (3) | 0 (8) | I | See Footnote (1) (2) | |||
| Equity Swap (1) | (8) | 05/21/2018 | J/K(8) | 1 (8) | (8) | 07/15/2020 | 8.0% Series A Perpetual Convertible Preferred Stock (10) | 191,078 | (3) | 1 (8) | I | See Footnote (1) (2) | |||
| Equity Swap (1) | (9) | 05/21/2018 | J/K(9) | 1 (9) | (9) | 07/15/2019 | 8.0% Series A Perpetual Convertible Preferred Stock (10) | 150,000 | (3) | 0 (9) | I | See Footnote (1) (2) | |||
| Equity Swap (1) | (9) | 05/21/2018 | J/K(9) | 1 (9) | (9) | 07/15/2020 | 8.0% Series A Perpetual Convertible Preferred Stock (10) | 150,000 | (3) | 1 (9) | I | See Footnote (1) (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Q Global Capital Management, L.P. 301 COMMERCE STREET, SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| Q Global Advisors, LLC 301 COMMERCE STREET, SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| Renegade Swish, LLC 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| RAYNOR GEOFFREY 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| /s/ Brandon Teague, Vice President, Q Global Capital Management, L.P. | 05/23/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ Brandon Teague, Vice President, Q Global Advisors, LLC | 05/23/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ Brandon Teague, Vice President, Renegade Swish, LLC | 05/23/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ Brandon Teague, Attorney-in-Fact for Geoffrey P. Raynor | 05/23/2018 | |
| **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) | All shares reported herein as being owned by Q Global Capital Management, L.P. ("QGCM") are held by QGCM pursuant to an Investment Management Agreement with Q5-R5 Trading, Ltd. This filing shall not be deemed an admission that QGCM is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act"). Global Advisors, LLC ("QGA") is the sole general partner of QGCM, which is the holder of the shares reported herein. Renegade Swish, LLC ("RS") is the sole manager of QGCA. RS is controlled and indirectly wholly owned by Geoffrey P. Raynor ("Raynor"). Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of QGCM, QGA, RS and Raynor is deemed to be the beneficial owner of any such shares beneficially owned by QGCM only to the extent of the greater of his or its respective direct or indirect pecuniary interest therein. |
| (2) | Each of QGCM, QGA, RS and Raynor may be deemed to be a director by deputization for purposes of Section 16 under the Act by virtue of the fact that Scott McCarty, an employee of RS, currently serves on the board of directors of the issuer. Each of QGCM, QGA, RS and Raynor hereby disclaims beneficial ownership of all such shares and the equity swap transactions reported herein, except to the extent of any indirect pecuniary interest therein. Raynor holds an interest in the equity swap transactions reported herein. The equity swaps were entered into by Amalgamated Gadget, L.P. ("Amalgamated") for and on behalf of R2 Investments, LDC. Scepter Holdings, Inc. ("Scepter") is the sole general partner of Amalgamated, and Raynor is the sole shareholder of Scepter. |
| (3) | This Form 4 is being filed to report that, after market close on May 21, 2018, the expiration date of each equity swap reported herein was extended by 12 months. The extension of each swap was effected at the same time on May 21, 2018. No premium was paid in connection with the extension. |
| (4) | Amalgamated is party to a long equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $219,541, representing $1.07 per share for the 204,767 shares of the Issuer's Class A Common Stock ("Common Stock") that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 204,767 shares. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares. |
| (5) | Amalgamated is party to a long equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $1,844,280, representing $1.10 per share for the 1,677,302 shares of Common Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 1,677,302 shares. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares. |
| (6) | Amalgamated is party to a long equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $5,022,509, representing $1.55 per share for the 3,246,340 shares of Common Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 3,246,340 shares. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares. |
| (7) | Amalgamated is party to a long equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $4,379,480, representing $43.79 per share for the 100,000 shares of the Issuer's 8.0% Series A Perpetual Convertible Preferred Stock ("Preferred Stock") that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 100,000 shares. See footnote 10 for more information regarding the Preferred Stock. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares of Preferred Stock during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares. |
| (8) | Amalgamated is party to a long equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $8,528,327, representing $44.63 per share for the 191,078 shares of Preferred Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 191,078 shares. See footnote 10 for more information regarding the Preferred Stock. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares of Preferred Stock during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares. |
| (9) | Amalgamated is party to a long equity swap transaction with a securities broker under which, upon expiration or earlier termination, (i) Amalgamated will be obligated to pay to the broker $4,810,750, representing $32.07 per share for the 150,000 shares of Preferred Stock that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 150,000 shares. See footnote 10 for more information regarding the Preferred Stock. The transaction is currently exercisable (i.e., terminable) by Amalgamated. An amount equal to any dividends declared and paid on such shares of Preferred Stock during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such shares or any right to vote, acquire or dispose of any such shares. |
| (10) | Each share of Preferred Stock is convertible into Common Stock at the rate of approximately one share of Preferred Stock for 17.0683416 shares of Common Stock and has no expiration date. |