| Item 4. |
PURPOSE OF TRANSACTION |
Item 4 is hereby supplemented as follows:
On
September 19, 2024, Silver Point Capital Fund, L.P., Silver Point Capital Offshore Master Fund, L.P. by SPCP Offshore IV, Inc. as its designated affiliate, Silver Point Distressed Opportunities Fund, L.P., Silver Point Distressed Opportunities
Offshore Master Fund, L.P., Silver Point Distressed Institutional Partners, L.P., and Silver Point Distressed Opportunity Institutional Partners Master Fund (Offshore), L.P. sold an aggregate of 790,000 shares of Common Stock at a price per share of
$146.25.
On September 19, 2024, the Issuer agreed to purchase from Silver Point Capital, L.P. an aggregate of 170,000 shares of
Common Stock at a price of $146.25 per share.
Other than as described above, the Reporting Persons do not have any current plan or proposal that relates
to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. |
INTEREST IN SECURITIES OF THE ISSUER |
Item 5 is hereby supplemented to add the following as exhibits:
| (a) |
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D
are incorporated herein by reference. The Reporting Persons currently beneficially own 5,933,777 shares, consisting of (a) 4,237,848 shares plus (b) 1,695,929 shares issuable upon the exercise of 23,743 shares of Preferred Stock.
|
As reported in the Company’s Form 10-Q filed with the SEC on August 7, 2024, as of
July 29, 2024, there were 18,107,078 shares of Common Stock, and as of June 30, 2024, there were 43,788 shares of Preferred Stock issued and outstanding (which shares of Preferred Stock vote together on an
as-converted basis with the Common Stock as a single class). Percent ownership calculations in this Schedule 13D are calculated by using (a) 18,107,078 shares of the Issuer’s Common Stock outstanding plus
(b) 1,695,929 shares of Common Stock issuable upon the conversion of the 23,743 shares of Preferred Stock beneficially owned by the Reporting Persons. Assuming conversion of all outstanding shares of the Issuer’s Preferred Stock, the Reporting
Persons beneficially own approximately 28.0% of the outstanding voting securities of the Issuer (including in the denominator all 3,100,000 shares of common stock issuable upon the conversion of the Preferred Stock outstanding).
| (b) |
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D
are incorporated herein by reference. |
| (c) |
The disclosure in Item 4 herein is incorporated by reference. |
