CUSIP No. 74965F104
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13D
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Page 2 of 8 Pages
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1 |
NAMES OF REPORTING PERSONS
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RLJ SPAC Acquisition, LLC
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2 |
Check The Appropriate Box if a Member of a Group
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(see instructions)
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(a) ¨
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(b) x
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (see instructions)
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OO
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨
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PURSUANT TO ITEM 2(d) or 2(e)
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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-
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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3,218,107 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
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OWNED BY
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9
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SOLE DISPOSITIVE POWER
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EACH
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-
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REPORTING
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10
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SHARED DISPOSITIVE POWER
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PERSON WITH
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3,218,107 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,218,107 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨
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CERTAIN SHARES (see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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41.0% (See Item 5 below)
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14
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TYPE OF REPORTING PERSON (see instructions)
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OO
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CUSIP No. 74965F104
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13D
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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The RLJ Companies, LLC
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2
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Check The Appropriate Box if a Member of a Group
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(see instructions)
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨
PURSUANT TO ITEM 2(d) or 2(e)
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
|
-
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
3,218,107 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
|
OWNED BY
|
9
|
SOLE DISPOSITIVE POWER
|
EACH
|
|
-
|
REPORTING
|
10
|
SHARED DISPOSITIVE POWER
|
PERSON WITH
|
|
3,218,107 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
3,218,107 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨
|
|
|
CERTAIN SHARES (see instructions)
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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41.0% (See Item 5 below)
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14
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TYPE OF REPORTING PERSON (see instructions)
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HC-OO
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CUSIP No. 74965F104
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13D
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Page 4 of 8 Pages
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1 |
NAMES OF REPORTING PERSONS
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Robert L. Johnson
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2
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Check The Appropriate Box if a Member of a Group
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(see instructions)
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨
PURSUANT TO ITEM 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7
|
SOLE VOTING POWER
|
|
NUMBER OF
|
|
-
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
3,218,107 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
|
OWNED BY
|
9
|
SOLE DISPOSITIVE POWER
|
EACH
|
|
-
|
REPORTING
|
10
|
SHARED DISPOSITIVE POWER
|
PERSON WITH
|
|
3,218,107 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
3,218,107 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨
|
|
|
CERTAIN SHARES (see instructions)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
41.0% (See Item 5 below)
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14
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TYPE OF REPORTING PERSON (see instructions)
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IN
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Item 5. | Interest in Securities of the Issuer. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1:
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Agreement of Joint Filing among the Reporting Persons (incorporated by reference to Appendix I to the Original 13D).
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Exhibit 99.2
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Power of Attorney (incorporated by reference to Appendix II to the Original 13D).
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Exhibit 99.3
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10b5-1 Purchase Plan dated June 19, 2013 [portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission].
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Exhibit 99.4
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Agreement between Mr. Robert L. Johnson and Lazard Capital Markets LLC dated June 19, 2013 (incorporated by reference to Exhibit 99.4 to Amendment No. 1 to Schedule 13D filed on June 20, 2013).
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Dated: July 31, 2013
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RLJ SPAC ACQUISITION, LLC
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By: /s/ H. Van Sinclair
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Name: H. Van Sinclair
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Title: President
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Dated: July 31, 2013
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THE RLJ COMPANIES, LLC
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By: /s/ H. Van Sinclair
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Name: H. Van Sinclair
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Title: President
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ROBERT L. JOHNSON
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Dated: July 31, 2013
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/s/ Robert L. Johnson
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Name: Robert L. Johnson
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/s/ Robert K. Lagay
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/s/ Robert L. Johnson
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Share Price Range
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Max Shares
Per Day
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% of Avg. Daily
Volume
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Assumed Purchase
Price
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Daily Spend
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Date:
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