Amended Statement of Beneficial Ownership (sc 13d/a)
2020年2月7日 - 7:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
EMCORE
Corporation
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
290846203
(CUSIP Number)
Northern
Right Capital Management, L.P.
Attn: Matthew A. Drapkin
9 Old Kings Hwy. S.
4th
Floor
Darien, Connecticut 06820
(203) 951-5440
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 4, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 290846203
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1
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NAME OF REPORTING PERSONS
Northern Right Capital Management, L.P.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
59,887
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8
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SHARED VOTING POWER
346,423
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9
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SOLE DISPOSITIVE POWER
59,887
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10
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SHARED DISPOSITIVE POWER
346,423
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
406,310
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
1.41%
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14
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TYPE OF REPORTING
PERSON
IA, PN
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CUSIP No. 290846203
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1
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NAME OF REPORTING PERSONS
Northern Right Capital (QP), L.P.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
297,567
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
297,567
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,567
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
1.03%
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14
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TYPE OF REPORTING
PERSON
IA, PN
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CUSIP No. 290846203
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1
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NAME OF REPORTING PERSONS
NRC Partners I, LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
48,856
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
48,856
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,856
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.17%
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14
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TYPE OF REPORTING
PERSON
PN
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CUSIP No. 290846203
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1
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NAME OF REPORTING PERSONS
BC Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
406,310
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
406,310
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
406,310
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
1.41%
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14
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TYPE OF REPORTING
PERSON
IA, OO
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CUSIP No. 290846203
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1
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NAME OF REPORTING PERSONS
Matthew A. Drapkin
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
406,310
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9
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SOLE DISPOSITIVE POWER
0
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|
10
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SHARED DISPOSITIVE POWER
406,310
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
406,310
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
1.41%
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14
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TYPE OF REPORTING
PERSON
IN
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This Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and
Exchange Commission (the SEC) on October 10, 2018, on behalf of the Reporting Persons, with respect to the shares of common stock, no par value (the Common Stock), of EMCORE Corporation, a New Jersey corporation (the
Issuer).
This Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting
Persons, as the Reporting Persons beneficially own less than five percent of the Common Stock of the Issuer.
Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is amended and supplemented to add the following information for updating as of the date hereof:
The Reporting Persons expended an aggregate amount equal to $13,187,596 (including commissions) to purchase 2,487,044 shares of Common Stock.
Funds used to purchase the reported securities held by Northern Right QP have come from the working capital of Northern Right QP, which may, at any given time, include margin loans made by brokerage firms or banks in the ordinary course of business.
Funds used to purchase reported securities held by the Managed Account have come from the funds of the Managed Account, which may, at any given time, include margin loans made by brokerage firms or banks in the ordinary course of business.
Item 5.
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Interest in Securities of the Issuer
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Item 5 is amended and supplemented to add the following information for updating as of the date hereof:
(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 406,310 shares of Common Stock. Based upon a total of
28,904,853 outstanding shares of Common Stock as of December 6, 2019, as reported in the Issuers annual report on Form 10-K for the fiscal year ended September 30, 2019, which was filed with
the Securities and Exchange Commission on December 10, 2019 the Reporting Persons shares represent approximately 1.41% of the outstanding shares of Common Stock.
Northern Right QP beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of)
297,567 shares of Common Stock (the QP Shares), which represent approximately 1.03% of the outstanding shares of Common Stock.
NRC Partners I, LP beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of)
48,856 shares of Common Stock (the NRC Shares), which represent approximately 0.17% of the outstanding shares of Common Stock.
As general partner and investment manager of Northern Right QP and NRC Partners I, LP, Northern Right Management may be deemed to have the
shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the QP Shares and the NRC Shares. Northern Right Management disclaims beneficial ownership of the QP Shares and NRC Shares. Northern Right
Management in its capacity as investment manager for the Managed Account may be deemed to have the sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) 59,887 shares held by the Managed Account (the
Managed Account Shares), which represent approximately 0.21% of the outstanding shares of Common Stock. Northern Right QP disclaims beneficial ownership of the Managed Account Shares.
As general partner of Northern Right Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power
to dispose or direct the disposition of) any shares of Common Stock beneficially owned by Northern Right Management. BCA disclaims beneficial ownership of any shares of Common Stock beneficially owned by Northern Right Management.
As managing member of BCA, Mr. Drapkin may be deemed to have the shared power to vote or
direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA. Mr. Drapkin disclaims beneficial ownership of any shares of Common Stock beneficially owned by BCA.
As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the
Reporting Persons in shares of Common Stock since the original filing of this Schedule 13D, all of which were brokered transactions, are set forth below.
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Reporting Person
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Trade Date
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Purchased (Sold)
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Price / Share $
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Northern Right QP
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6/20/2019
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(24,836
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)
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3.4234
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Northern Right QP
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6/21/2019
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(743
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)
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3.408
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Northern Right QP
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6/24/2019
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(159,903
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)
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3.3541
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Northern Right QP
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6/25/2019
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(1,650
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)
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3.4
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Northern Right QP
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12/5/2019
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1,218
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3.0743
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Northern Right QP
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2/4/2020
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(49,068
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)
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3.2811
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Northern Right QP
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2/5/2020
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(423,453
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)
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3.1644
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Northern Right QP
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2/6/2020
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(92,636)
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3.1585
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Managed Account
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6/20/2019
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(5,000
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)
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3.4232
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Managed Account
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6/21/2019
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(150
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)
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3.408
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Managed Account
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6/24/2019
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(32,190
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)
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3.3541
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Managed Account
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6/25/2019
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(316
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)
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3.4
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Managed Account
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12/5/2019
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182
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3.0743
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Managed Account
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2/4/2020
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(9,876
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)
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3.2811
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Managed Account
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2/5/2020
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(85,221
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)
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3.1644
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Managed Account
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2/6/2020
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(18,643)
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3.1585
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NRC Partners I, LP
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6/20/2019
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(4,084
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)
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3.4234
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NRC Partners I, LP
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6/21/2019
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(122
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)
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3.408
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NRC Partners I, LP
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6/24/2019
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(26,291
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)
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3.3541
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NRC Partners I, LP
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6/25/2019
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(271
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)
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3.4
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NRC Partners I, LP
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2/4/2020
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(8,056
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)
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3.2811
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NRC Partners I, LP
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2/5/2020
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(69,526
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)
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3.1644
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NRC Partners I, LP
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2/6/2020
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(15,210)
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3.1585
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(d) No person other than the Reporting Persons, and the Managed Account with respect to the Managed Account
Shares, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.
(e) As a result of the transactions described herein, on February 4, 2020, each of the Reporting Persons ceased to be a beneficial owner
of more than five percent of the Common Stock. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certified
that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2020
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NORTHERN RIGHT CAPITAL MANAGEMENT, L.P.
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Matthew Drapkin
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Name:
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Matthew Drapkin
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Title:
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Managing Member
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NORTHERN RIGHT CAPITAL (QP), L.P.
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By:
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Northern Right Capital Management, L.P., its general partner
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By: BC Advisors, LLC, its general partner
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By:
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/s/ Matthew Drapkin
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Name:
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Matthew Drapkin
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Title:
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Managing Member
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BC ADVISORS, LLC
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By:
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/s/ Matthew Drapkin
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Name:
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Matthew Drapkin
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Title:
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Managing Member
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MATTHEW A. DRAPKIN
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/s/ Matthew Drapkin
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EMCORE (NASDAQ:EMKR)
過去 株価チャート
から 9 2024 まで 10 2024
EMCORE (NASDAQ:EMKR)
過去 株価チャート
から 10 2023 まで 10 2024