1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Equity Swap
|
10/04/2016 |
03/07/2017 |
Common Stock, $.0001 par value per share
|
340,000
|
$
(3)
|
I
|
See Footnote
(3)
(7)
|
Equity Swap
|
10/07/2016 |
03/07/2017 |
Common Stock, $.0001 par value per share
|
410,000
|
$
(4)
|
I
|
See Footnote
(4)
(7)
|
Equity Swap
|
10/06/2016 |
03/07/2017 |
Common Stock, $.0001 par value per share
|
800,000
|
$
(5)
|
I
|
See Footnote
(5)
(7)
|
Equity Swap
|
10/12/2016 |
03/07/2017 |
Common Stock, $.0001 par value per share
|
300,000
|
$
(6)
|
I
|
See Footnote
(6)
(7)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Park West Asset Management LLC (the "Reporting Person") is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company ("PWIMF"), and Park West Partners International, Limited, a Cayman Islands exempted company ("PWPI"). Peter S. Park ("Mr. Park") is the sole member and manager of the Reporting Person. |
(2) |
On December 9, 2016, the date of the event which requires the filing of this statement (the "Event Date"), PWIMF held 1,760,360 shares of Common Stock $.0001 par value per share (the "Common Stock") and PWPI held 238,390 shares of Common Stock. Pursuant to Reg. Section 240.16a-1(a)(2), the Reporting Person's and Mr. Park's beneficial ownership is limited to their pecuniary interest, if any, in such securities. |
(3) |
Commencing October 4, 2016 the Reporting Person entered into an equity swap agreement with a securities broker under which, on March 7, 2017, (i) the Reporting Person will be obligated to pay to the broker $1,727,166 representing $5.0799 per share for each share of Common Stock that is subject to the agreement, and (ii) the broker will be obligated to pay to the Reporting Person the market value of the 340,000 shares of Common Stock as of the end of the period. Any dividends earned on the 340,000 shares of Common Stock during the term of the agreement will be paid to the Reporting Person. |
(4) |
Commencing October 5, 2016 the Reporting Person entered into an equity swap agreement with a securities broker under which, on March 7, 2017, (i) the Reporting Person will be obligated to pay to the broker $2,123,800 representing $5.18 per share for each share of Common Stock that is subject to the agreement, and (ii) the broker will be obligated to pay to the Reporting Person the market value of the 410,000 shares of Common Stock as of the end of the period. Any dividends earned on the 410,000 shares of Common Stock during the term of the agreement will be paid to the Reporting Person. |
(5) |
Commencing October 6, 2016 the Reporting Person entered into an equity swap agreement with a securities broker under which, on March 7, 2017, (i) the Reporting Person will be obligated to pay to the broker $4,144,000 representing $5.18 per share for each share of Common Stock that is subject to the agreement, and (ii) the broker will be obligated to pay to the Reporting Person the market value of the 800,000 shares of Common Stock as of the end of the period. Any dividends earned on the 800,000 shares of Common Stock during the term of the agreement will be paid to the Reporting Person. |
(6) |
Commencing October 12, 2016 the Reporting Person entered into an equity swap agreement with a securities broker under which, on March 7, 2017, (i) the Reporting Person will be obligated to pay to the broker $1,539,000 representing $5.13 per share for each share of Common Stock that is subject to the agreement, and (ii) the broker will be obligated to pay to the Reporting Person the market value of the 300,000 shares of Common Stock as of the end of the twelve month period. Any dividends earned on the 300,000 shares of Common Stock during the term of the agreement will be paid to the Reporting Person. |
(7) |
During the term of the agreement, the Reporting Person will pay to the broker "interest" on an aggregate of approximately $9,533,966 at the Federal Funds rate plus 55 basis points. Of the 1,850,000 shares underlying the swap reported herein referenced in Table II, on the Event Date, PWIMF held the economic equivalent of 1,631,105 shares of Common Stock and PWPI held the economic equivalent of 218,895 shares of Common Stock. Pursuant to Reg. Section 240.16a-1(a)(2), the Reporting Person's and Mr. Park's beneficial ownership is limited to their pecuniary interest, if any, in such securities. |