|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GENDELL JEFFREY L ET AL 1 SOUND SHORE DRIVE SUITE 304 GREENWICH, CT 06830-7251 |
X | |||
TONTINE ASSET ASSOCIATES, L.L.C. 1 SOUND SHORE DRIVE SUITE 304 GREENWICH, CT 06830-7251 |
X | |||
TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P. 1 SOUND SHORE DRIVE SUITE 304 GREENWICH, CT 06830-7251 |
X |
Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 06/04/2018 | |
**Signature of Reporting Person | Date | |
Tontine Capital Overseas Master Fund II, L.P. By: its General Partner, Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 06/04/2018 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey L. Gendell | 06/04/2018 | |
**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) | This report is filed jointly by Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA") and Jeffrey L. Gendell ("Mr. Gendell"). Mr. Gendell is the managing member of TAA, the general partner of TCP 2. |
(2) | TCP 2 directly owns all 1,265,493 shares of Common Stock reported herein. |
(3) | All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell and/or by TAA. Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TAA and TCP 2. TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2. |
Remarks: On June 4, 2018, the Issuer announced the closing of a combination transaction involving the Issuer and Champion Enterprises Holdings, LLC ("Champion"). In connection with the closing, the Issuer issued a number of newly-issued shares of Common Stock of the Issuer to Champion in an amount sufficient such that, immediately following such issuance, the shares of Common Stock of the Issuer held by the shareholders of the Issuer immediately prior to such transaction represented approximately 15.5% of the outstanding Common Stock of the Issuer. As a result of such transaction, (a) the number of shares of Common Stock of the Issuer held by the Reporting Persons represents less than ten percent (10%) of the total outstanding shares of Common Stock of the Issuer, and (b) the Reporting Persons are no longer subject to reporting obligations under Section 16 with respect to their holdings of Common Stock of the Issuer. The filing of this Form 4 constitutes an exit filing for the Reporting Persons. |