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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RACHESKY MARK H MD 1345 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK, NY 10105 |
X | X | ||
MHR FUND MANAGEMENT LLC 1345 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK, NY 10105 |
X | |||
MHR Holdings LLC 1345 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK, NY 10105 |
X |
/s/ Janet Yeung, Attorney in Fact | 03/11/2016 | |
**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) | These shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account. |
(2) | (Continued from Footnote 1) MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. Master Account, rather than MHR Capital Partners Master Account II Holdings LLC, a Delaware limited liability company ("Master Account II Holdings"), acquired the shares of Common Stock that were reported in the Form 4 filed on March 7, 2016 to have been acquired by Master Account II Holdings. |
(3) | These shares are held for the account of Master Account II Holdings. MHR Capital Partners Master Account II LP, a limited partnership organized in the Republic of the Marshall Islands ("Master Account II"), is the sole member of Master Account II Holdings. Advisors is the general partner of Master Account II. MHRC is the managing member of Advisors. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Master Account II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account II Holdings. |
(4) | (Continued from Footnote 3) MHR Holdings, is the managing member of Fund Management. Accordingly, Master Account II, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Master Account II Holdings. Each of Master Account II, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. Master Account, rather than Master Account II Holdings, acquired the shares of Common Stock that were reported in the Form 4 filed on March 7, 2016 to have been acquired by Master Account II Holdings. |