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CUSIP No. 126677 103 |
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13D |
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Page
19
of 25 |
This Amendment No. 3 amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on December 17, 2021, as amended on March 15, 2023 and March 16, 2023 (the “Existing 13D”). Except as set forth herein, the Existing 13D is unmodified and remains in full force and effect.
Each capitalized term used but not defined herein has the meaning ascribed to such term in the Existing 13D.
Item 3. Source and Amount of Funds
or Other Consideration.
Item 3 of the Existing 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.
Item 4. Purpose of Transaction.
Item 4 of the
Existing 13D is hereby amended and supplemented as follows:
On June 15, 2023, on the terms and subject to the conditions set forth in the Merger
Agreement, dated as of March 14, 2023, by and among the Issuer, Parent and Merger Sub, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into the Issuer, the separate corporate existence of Merger
Sub thereupon ceased, and the Issuer continued as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. At the Effective Time, and without any action by any stockholder, subject to certain exceptions, each share of
Issuer Common Stock was automatically canceled, extinguished and converted into the right to receive cash in an amount equal to $8.50 without interest.
Item 5. Interest in Securities of the Issuer.
Item
5 is hereby amended and restated in its entirety as follows:
(a), (b) As a result of the consummation of the Merger, the Reporting Persons no longer
hold any securities of the Issuer.
(c) Except as set forth in this Item 5, none of the Reporting Persons has engaged in any transaction during the
past 60 days involving Issuer Common Stock.
(d) Not applicable.
(e) The Reporting Person ceased to beneficially own more than five percent of the Issuer Common Stock on June 15, 2023.
Item 7. Material to be Filed as Exhibits
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Exhibit 1 |
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Joint Filing Agreement among the Reporting Persons, dated as of December 17, 2021 (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons on December 17, 2021). |