07/01/2024 | Press release | Distributed by Public on 07/01/2024 14:55
FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CARLSON CAPITAL L P 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX75201 |
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Black Diamond Arbitrage Offshore Ltd. 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX75201 |
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EDCA 2019 Fund, L.P. 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX75201 |
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Asgard Investment Corp. II 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX75201 |
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Carlson Clint Duane 2100 MCKINNEY AVENUE STE 1900 DALLAS, TX75201 |
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Carlson Capital, L.P., By: /s/ Clint D. Carlson, Title: President | 2024-07-01 |
**Signature of Reporting Person | Date |
Black Diamond Arbitrage Offshore Ltd., By its investment manager Carlson Capital, L.P., By its general partner Asgard II, By: /s/ Clint D. Carlson, Title: President | 2024-07-01 |
**Signature of Reporting Person | Date |
EDCA 2019 Fund, L.P., By its investment manager Carlson Capital, L.P., By its general partner Asgard II, By: /s/ Clint D. Carlson, Title: President | 2024-07-01 |
**Signature of Reporting Person | Date |
Asgard Investment Corp. II, By: /s/ Clint D. Carlson, Title: President | 2024-07-01 |
**Signature of Reporting Person | Date |
Clint D. Carlson, By: /s/ Clint D. Carlson | 2024-07-01 |
**Signature of Reporting Person | Date |
(*) | 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) | The transactions referenced herein provide for various per share prices ranging from $1.630146 to $1.79. The Reporting Persons undertake to provide to the Staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price. |
(2) | Transaction reflects direct disposition by Black Diamond Arbitrage Offshore Ltd., a Cayman Islands exempted company ("Arbitrage") of 161,133 shares and by EDCA 2019 Fund, L.P., a Delaware limited partnership ("EDCA," together with Double Offshore and Arbitrage, the "Funds") of 46,192 shares. |
(3) | Carlson Capital, L.P., a Delaware limited partnership ("Carlson Capital") serves as the investment manager to, and has the power to direct the affairs of, the Funds. Asgard Investment Corp. II, a Delaware corporation ("Asgard II") serves as the general partner of, and has the power to direct the affairs of, Carlson Capital. Mr. Clint D. Carlson, a U.S. citizen, serves as the president of, and has the power to direct the affairs of, Asgard II and Carlson Capital. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 4 relates for the purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities. |
(4) | The transactions referenced herein provide for various per share prices ranging from $1.39 to $1.620557. The Reporting Persons undertake to provide to the Staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price. |
(5) | Transaction reflects direct disposition by Arbitrage of 1,758,784 shares and by EDCA of 504,200 shares. |