CUSIP NO. 73754Y100
|
Page 1 of 13 Pages
|
Phillip M. Goldberg
Foley & Lardner LLP 321 North Clark Street Suite 2800
Chicago, IL 60654-5313 (312) 832-4549
|
Peter D. Fetzer
Foley & Larder LLP 777 East Wisconsin Avenue Suite 3800
Milwaukee, WI 53202-5306 (414) 297-5596
|
CUSIP NO. 73754Y100
|
Page 2 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
GrizzlyRock Capital, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐
(b) T |
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0
|
||
8
|
SHARED VOTING POWER
301,133
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
301,133
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
301,133
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
CUSIP NO. 73754Y100
|
Page 3 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
GrizzlyRock GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐
(b) T |
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0
|
||
8
|
SHARED VOTING POWER
301,133
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
301,133
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
301,133
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP NO. 73754Y100
|
Page 4 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
GrizzlyRock Institutional Value Partners, LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐
(b) T |
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0
|
||
8
|
SHARED VOTING POWER
301,133
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
301,133
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
301,133
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP NO. 73754Y100
|
Page 5 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
Kyle Mowery
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐
(b) T |
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF and WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
1,322,257
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,322,257
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,322,257
|
|||
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)
5.3%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP NO. 73754Y100
|
Page 6 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
Vivaldi Asset Management, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐
(b) T |
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO – Funds of investment advisory clients
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0
|
||
8
|
SHARED VOTING POWER
1,021,124
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,021,124
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,021,124
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
CUSIP NO. 73754Y100
|
Page 7 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
Vivaldi Holdings, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐
(b) T |
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO – Funds of investment advisory clients
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0
|
||
8
|
SHARED VOTING POWER
1,021,124
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,021,124
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,021,124
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
T
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
|
CUSIP NO. 73754Y100
|
Page 8 of 13 Pages
|
Item 2. |
Identity and Background.
|
·
|
GrizzlyRock Capital, LLC, a Delaware limited liability company and investment adviser to GrizzlyRock Institutional Value Partners, LP.
|
·
|
GrizzlyRock GP, LLC, a Delaware limited liability company and general partner of GrizzlyRock Institutional Value Partners, LP.
|
·
|
GrizzlyRock Institutional Value Partners, LP, a Delaware limited partnership.
|
·
|
Kyle Mowery as the Managing Member of GrizzlyRock Capital, LLC and GrizzlyRock GP, LLC, and as a portfolio manager of the WV Concentrated Equities Fund, the Vivaldi Multi-Strategy Fund, The Relative Value Fund and the Vivaldi Opportunities Fund.
|
·
|
Vivaldi Asset Management, LLC, a Delaware limited liability company and registered investment adviser to the Client Accounts.
|
·
|
Vivaldi Holdings, LLC, a Delaware limited liability company and control person of Vivaldi Asset Management, LLC.
|
CUSIP NO. 73754Y100
|
Page 9 of 13 Pages
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interests in Securities of the Issuer.
|
Name
|
Shares of Common Stock Beneficially Owned
|
Percentage of Shares of Common Stock Beneficially Owned
|
GrizzlyRock Capital, LLC(1)
|
301,133
|
1.2%
|
GrizzlyRock GP, LLC(1)
|
301,133
|
1.2%
|
GrizzlyRock Institutional Value Partners, LP(1)
|
301,133
|
1.2%
|
Kyle Mowery(2)
|
1,322,257
|
5.3%
|
Vivaldi Asset Management LLC(3)
|
1,021,124
|
4.1%
|
Vivaldi Holdings, LLC(3)
|
1,021,124
|
4.1%
|
(1) |
GrizzlyRock Capital is the investment adviser to and GrizzlyRock GP is the general partner of the GrizzlyRock Fund. Each has voting and dispositive power with regard to the 301,133 shares of Common Stock held by the GrizzlyRock Fund. Because Mr. Mowery is the Managing Member of GrizzlyRock Capital and GrizzlyRock GP, he has the power to direct the affairs of GrizzlyRock Capital and GrizzlyRock GP. Therefore, GrizzlyRock Capital and GrizzlyRock GP may be deemed to share with Mr. Mowery voting and dispositive power with regard to the 301,133 shares of Common Stock held by the GrizzlyRock Fund.
|
(2) |
Because Mr. Mowery is the Managing Member of GrizzlyRock Capital and GrizzlyRock GP, the investment adviser to and the general partner of the GrizzlyRock Fund, respectively, he has the power to direct the affairs of the GrizzlyRock Fund, including the voting and disposition of 301,133 shares of Common Stock held in the name of the GrizzlyRock Fund. Therefore, Mr. Mowery is deemed to share voting and dispositive power with respect to the 301,133 shares of Common Stock held by the GrizzlyRock Fund. Because Mr. Mowery is the Portfolio Manager for the Client Accounts, he has voting and dispositive power with regard to the 1,021,124 shares of Common Stock held by the Client Accounts. Mr. Mowery specifically disclaims beneficial ownership of all such shares.
|
(3) |
Vivaldi, as investment adviser to the Client Accounts, may be deemed to have shared voting and dispositive power with respect to 1,021,124 shares of Common Stock. Vivaldi Holdings, as a control person of Vivaldi, may be deemed to have shared voting and dispositive power with respect to 1,021,124 shares of Common Stock and may thus be deemed the indirect beneficial owner of the shares beneficially owned by Vivaldi. Vivaldi and Vivaldi Holdings specifically disclaim beneficial ownership of such shares.
|
CUSIP NO. 73754Y100
|
Page 10 of 13 Pages
|
Name
|
Trade Date
|
Number of Shares Purchased
|
Price Per Share
|
Where and How Transaction was Effected
|
GrizzlyRock Fund
|
8/24/2017
|
9,119
|
$11.518253
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/24/2017
|
4,545
|
$11.518253
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/24/2017
|
18,267
|
$11.518253
|
Open Market Purchase
|
GrizzlyRock Fund
|
8/25/2017
|
26,220
|
$11.644757
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/25/2017
|
1,435
|
$11.644757
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/25/2017
|
48,164
|
$11.644757
|
Open Market Purchase
|
GrizzlyRock Fund
|
8/28/2017
|
10,029
|
$11.5929
|
Open Market Purchase
|
GrizzlyRock Fund
|
8/28/2017
|
4,442
|
$11.6
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/28/2017
|
2,808
|
$11.6
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/28/2017
|
6,339
|
$11.5929
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/28/2017
|
20,558
|
$11.5929
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/28/2017
|
9,105
|
$11.6
|
Open Market Purchase
|
GrizzlyRock Fund
|
8/29/2017
|
9,236
|
$11.6
|
Open Market Purchase
|
GrizzlyRock Fund
|
8/29/2017
|
13,793
|
$11.599373
|
Open Market Purchase
|
GrizzlyRock Fund
|
8/29/2017
|
8,468
|
$11.5994
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/29/2017
|
4,519
|
$11.6
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/29/2017
|
4,143
|
$11.5994
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/29/2017
|
6,749
|
$11.599373
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/29/2017
|
16,771
|
$11.5994
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/29/2017
|
18,292
|
$11.6
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/29/2017
|
27,318
|
$11.599373
|
Open Market Purchase
|
GrizzlyRock Fund
|
8/30/2017
|
1,769
|
$11.6
|
Open Market Purchase
|
GrizzlyRock Fund
|
8/30/2017
|
698
|
$11.6
|
Open Market Purchase
|
GrizzlyRock Fund
|
8/30/2017
|
1,542
|
$11.598022
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/30/2017
|
617
|
$11.6
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/30/2017
|
1,362
|
$11.598022
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/30/2017
|
1,563
|
$11.6
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/30/2017
|
3,417
|
$11.598022
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/30/2017
|
3,918
|
$11.6
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
8/30/2017
|
1,548
|
$11.6
|
Open Market Purchase
|
GrizzlyRock Fund
|
9/5/2017
|
21,339
|
$11.599515
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/5/2017
|
10,670
|
$11.599515
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/5/2017
|
2,667
|
$11.599515
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/5/2017
|
41,535
|
$11.599515
|
Open Market Purchase
|
GrizzlyRock Fund
|
9/6/2017
|
15,407
|
$11.598139
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/6/2017
|
15,288
|
$11.598139
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/6/2017
|
29,743
|
$11.598139
|
Open Market Purchase
|
GrizzlyRock Fund
|
9/7/2017
|
14,023
|
$11.522653
|
Open Market Purchase
|
GrizzlyRock Fund
|
9/7/2017
|
11,495
|
$11.5462
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/7/2017
|
7,411
|
$11.522653
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/7/2017
|
6,075
|
$11.5462
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/7/2017
|
89
|
$11.522653
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/7/2017
|
73
|
$11.5462
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/7/2017
|
28,477
|
$11.522653
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/7/2017
|
23,343
|
$11.5462
|
Open Market Purchase
|
GrizzlyRock Fund
|
9/8/2017
|
20,181
|
$11.2
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/8/2017
|
10,666
|
$11.2
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/8/2017
|
130
|
$11.2
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
9/8/2017
|
40,983
|
$11.2
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
10/3/2017
|
14,200
|
$12.425
|
Open Market Purchase
|
GrizzlyRock Fund
|
10/20/2017
|
64,206
|
$12.525
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
10/20/2017
|
9,254
|
$12.525
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
10/20/2017
|
434
|
$12.525
|
Open Market Purchase
|
Vivaldi – Client Accounts
|
10/20/2017
|
1,106
|
$12.525
|
Open Market Purchase
|
CUSIP NO. 73754Y100
|
Page 11 of 13 Pages
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Exhibit No.
|
Description
|
99.1
|
Joint Filing Agreement.
|
CUSIP NO. 73754Y100
|
Page 12 of 13 Pages
|
GRIZZLYROCK CAPITAL, LLC
By: /s/ Kyle Mowery
Kyle Mowery
Managing Member
|
|
GRIZZLYROCK GP, LLC
By: /s/ Kyle Mowery
Kyle Mowery
Managing Member
|
|
GRIZZLYROCK INSTITUTIONAL VALUE PARTNERS LP
By GrizzlyRock GP, LLC as General Partner
By: /s/ Kyle Mowery
Kyle Mowery
Managing Member
|
|
/s/ Kyle Mowery
Kyle Mowery
|
CUSIP NO. 73754Y100
|
Page 13 of 13 Pages
|
VIVALDI ASSET MANAGEMENT, LLC
By: /s/ Chad Eisenberg
Chad Eisenberg
Chief Operating Officer
|
|
VIVALDI HOLDINGS, LLC
By: /s/ Chad Eisenberg
Chad Eisenberg
Chief Operating Officer
|
The following sets forth certain information with respect to the executive officers and members of Vivaldi Holdings, LLC. None of the executive officers or members is a beneficial owner of shares of Common Stock, $0.01 par value per share, of Potbelly Corporation, a Delaware corporation.
A. Name;
David Sternberg
|
B. Residence or business address;
225 West Wacker, Suite 2100
Chicago, IL 60606
|
C. Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
Chief Executive Officer – Vivaldi Asset Management
|
D. Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case;
NONE
|
E. Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order;
NONE
|
F. Citizenship.
United States
|
A. Name;
Randal Golden
|
B. Residence or business address;
225 West Wacker, Suite 2100
Chicago, IL 60606
|
C. Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
Chief Financial Officer – Vivaldi Asset Management
|
D. Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case;
NONE
|
E. Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order;
NONE
|
F. Citizenship.
United States
|
A. Name;
Michael Peck
|
B. Residence or business address;
225 West Wacker, Suite 2100
Chicago, IL 60606
|
C. Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
President – Vivaldi Asset Management
|
D. Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case;
NONE
|
E. Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order;
NONE
|
F. Citizenship.
United States
|
A. Name;
Scott Hergott
|
B. Residence or business address;
225 West Wacker, Suite 2100
Chicago, IL 60606
|
C. Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
Co-Chief Investment Officer – Vivaldi Asset Management
|
D. Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case;
NONE
|
E. Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order;
NONE
|
F. Citizenship.
United States
|
A. Name;
Chad Eisenberg
|
B. Residence or business address;
225 West Wacker, Suite 2100
Chicago, IL 60606
|
C. Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
Chief Operating Officer – Vivaldi Asset Management
|
D. Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case;
NONE
|
E. Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order;
NONE
|
F. Citizenship.
United States
|
GRIZZLYROCK CAPITAL, LLC
By: /s/ Kyle Mowery
Kyle Mowery
Managing Member
|
|
GRIZZLYROCK GP, LLC
By: /s/ Kyle Mowery
Kyle Mowery
Managing Member
|
|
GRIZZLYROCK INSTITUTIONAL VALUE PARTNERS LP
By GrizzlyRock GP, LLC as General Partner
By: /s/ Kyle Mowery
Kyle Mowery
Managing Member
|
/s/ Kyle Mowery
Kyle Mowery
|
|
VIVALDI ASSET MANAGEMENT, LLC
By: /s/ Chad Eisenberg
Chad Eisenberg
Chief Operating Officer
|
|
VIVALDI HOLDINGS, LLC
By: /s/ Chad Eisenberg
Chad Eisenberg
Chief Operating Officer
|