11/22/2024 | Press release | Distributed by Public on 11/22/2024 17:45
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LICHTENSTEIN WARREN G 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY 10022 |
X | See Explanation of Responses | ||
Steel Partners, Ltd. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY 10022 |
X | See Explanation of Responses |
By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein | 11/22/2024 |
**Signature of Reporting Person | Date |
By: Steel Partners, Ltd., By: /s/ Jack L. Howard, Secretary | 11/22/2024 |
**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 Form 4 is filed jointly by Steel Partners, Ltd. ("SPL") and Warren G. Lichtenstein (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein and owned directly by the other members of the Section 13(d) group, except to the extent of his or its pecuniary interest therein. |
(2) | The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.5400 to $3.5990 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(3) | Securities owned directly by SPL. Mr. Lichtenstein is the Chief Executive Officer and Chairman of the Board of Directors of SPL. Accordingly, by virtue of his relationship with SPL, Mr. Lichtenstein may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by SPL. Mr. Lichtenstein disclaims beneficial ownership of the shares of Common Stock of the Issuer owned directly by SPL except to the extent of his pecuniary interest therein. |