* | The remainder of this cover page shall be filled out for a reporting person’s 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. |
(1)
|
|
Name of reporting person:
SilverArrow Capital Holding Ltd.
|
||
(2)
|
|
Check the appropriate box if a member of a group
(a) ☐ (b) ☐
|
||
(3)
|
|
SEC use only
|
||
(4)
|
|
Source of funds:
WC
|
||
(5)
|
|
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
||
(6)
|
|
Citizenship or place of organization:
Guernsey
|
||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
(7)
|
|
Sole Voting Power:
1,282,432 (See Item 5)
|
|
(8)
|
|
Shared Voting Power:
0
|
||
(9)
|
|
Sole dispositive power:
281,068 (See Item 5)
|
||
(10)
|
|
Shared dispositive power:
0
|
||
(11)
|
|
Aggregate amount beneficially owned by each reporting person:
1,282,432 (See Item 5)
|
||
(12)
|
|
Check box if the aggregate amount in Row (11) excludes certain shares ☐
|
||
(13)
|
|
Percent of class represented by amount in Row (11):
4.5%* (See Item 5)
|
||
(14)
|
|
Type of reporting person:
OO
|
(1)
|
|
Name of reporting person:
SilverArrow Capital Advisors LLP
|
||
(2)
|
|
Check the appropriate box if a member of a group
(a) ☐ (b) ☐
|
||
(3)
|
|
SEC use only
|
||
(4)
|
|
Source of funds:
WC
|
||
(5)
|
|
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
||
(6)
|
|
Citizenship or place of organization:
United Kingdom
|
||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
(7)
|
|
Sole Voting Power:
1,282,432 (See Item 5)
|
|
(8)
|
|
Shared Voting Power:
0
|
||
(9)
|
|
Sole dispositive power:
281,068 (See Item 5)
|
||
(10)
|
|
Shared dispositive power:
0
|
||
(11)
|
|
Aggregate amount beneficially owned by each reporting person:
1,282,432 (See Item 5)
|
||
(12)
|
|
Check box if the aggregate amount in Row (11) excludes certain shares ☐
|
||
(13)
|
|
Percent of class represented by amount in Row (11):
4.5%* (See Item 5)
|
||
(14)
|
|
Type of reporting person:
PN
|
(1)
|
|
Name of reporting person:
SAC Jupiter Holding Ltd.
|
||
(2)
|
|
Check the appropriate box if a member of a group
(a) ☐ (b) ☐
|
||
(3)
|
|
SEC use only
|
||
(4)
|
|
Source of funds:
WC
|
||
(5)
|
|
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
||
(6)
|
|
Citizenship or place of organization:
Dubai, United Arab Emirates
|
||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
(7)
|
|
Sole Voting Power:
1,282,432 (See Item 5)
|
|
(8)
|
|
Shared Voting Power:
0
|
||
(9)
|
|
Sole dispositive power:
281,068 (See Item 5)
|
||
(10)
|
|
Shared dispositive power:
0
|
||
(11)
|
|
Aggregate amount beneficially owned by each reporting person:
1,282,432 (See Item 5)
|
||
(12)
|
|
Check box if the aggregate amount in Row (11) excludes certain shares ☐
|
||
(13)
|
|
Percent of class represented by amount in Row (11):
4.5% (See Item 5)
|
||
(14)
|
|
Type of reporting person:
OO
|
(1)
|
|
Name of reporting person:
Thomas Limberger
|
||
(2)
|
|
Check the appropriate box if a member of a group
(a) ☐ (b) ☐
|
||
(3)
|
|
SEC use only
|
||
(4)
|
|
Source of funds:
OO
|
||
(5)
|
|
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
||
(6)
|
|
Citizenship or place of organization:
Federal Republic of Germany
|
||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
(7)
|
|
Sole Voting Power:
1,282,432 (See Item 5)
|
|
(8)
|
|
Shared Voting Power:
0
|
||
(9)
|
|
Sole dispositive power:
281,068 (See Item 5)
|
||
(10)
|
|
Shared dispositive power:
0
|
||
(11)
|
|
Aggregate amount beneficially owned by each reporting person:
1,282,432 (See Item 5)
|
||
(12)
|
|
Check box if the aggregate amount in Row (11) excludes certain shares ☐
|
||
(13)
|
|
Percent of class represented by amount in Row (11):
4.5%* (See Item 5)
|
||
(14)
|
|
Type of reporting person:
IN
|
(1)
|
|
Name of reporting person:
Abdullah Saleh A. Kamel
|
||
(2)
|
|
Check the appropriate box if a member of a group
(a) ☐ (b) ☐
|
||
(3)
|
|
SEC use only
|
||
(4)
|
|
Source of funds:
PF
|
||
(5)
|
|
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
||
(6)
|
|
Citizenship or place of organization:
Kingdom of Saudi Arabia
|
||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
(7)
|
|
Sole Voting Power:
0 (See Item 5)
|
|
(8)
|
|
Shared Voting Power:
0
|
||
(9)
|
|
Sole dispositive power:
622,000 (See Item 5)
|
||
(10)
|
|
Shared dispositive power:
0
|
||
(11)
|
|
Aggregate amount beneficially owned by each reporting person:
622,000 (See Item 5)
|
||
(12)
|
|
Check box if the aggregate amount in Row (11) excludes certain shares ☐
|
||
(13)
|
|
Percent of class represented by amount in Row (11):
2.2%* (See Item 5)
|
||
(14)
|
|
Type of reporting person:
IN
|
(1)
|
|
Name of reporting person:
Pluto Fund Limited
|
||
(2)
|
|
Check the appropriate box if a member of a group
(a) ☐ (b) ☐
|
||
(3)
|
|
SEC use only
|
||
(4)
|
|
Source of funds:
OO
|
||
(5)
|
|
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
||
(6)
|
|
Citizenship or place of organization:
Saint Vincent and the Grenadines
|
||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
(7)
|
|
Sole Voting Power:
265,450 (See Item 5)
|
|
(8)
|
|
Shared Voting Power:
0
|
||
(9)
|
|
Sole dispositive power:
265,450 (See Item 5)
|
||
(10)
|
|
Shared dispositive power:
0
|
||
(11)
|
|
Aggregate amount beneficially owned by each reporting person:
265,450 (See Item 5)
|
||
(12)
|
|
Check box if the aggregate amount in Row (11) excludes certain shares ☐
|
||
(13)
|
|
Percent of class represented by amount in Row (11):
Less than 1%*
|
||
(14)
|
|
Type of reporting person:
OO
|
(1)
|
|
Name of reporting person:
Osama H. Al Sayed
|
||
(2)
|
|
Check the appropriate box if a member of a group
(a) ☐ (b) ☐
|
||
(3)
|
|
SEC use only
|
||
(4)
|
|
Source of funds:
PF
|
||
(5)
|
|
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
||
(6)
|
|
Citizenship or place of organization:
Kingdom of Saudi Arabia
|
||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
(7)
|
|
Sole Voting Power:
0 (See Item 5)
|
|
(8)
|
|
Shared Voting Power:
0
|
||
(9)
|
|
Sole dispositive power:
379,364 (See Item 5)
|
||
(10)
|
|
Shared dispositive power:
0
|
||
(11)
|
|
Aggregate amount beneficially owned by each reporting person:
379,364 (See Item 5)
|
||
(12)
|
|
Check box if the aggregate amount in Row (11) excludes certain shares ☐
|
||
(13)
|
|
Percent of class represented by amount in Row (11):
1.3%* (See Item 5)
|
||
(14)
|
|
Type of reporting person:
IN
|
(1)
|
|
Name of reporting person:
Ernesto Palomba
|
||
(2)
|
|
Check the appropriate box if a member of a group
(a) ☐ (b) ☐
|
||
(3)
|
|
SEC use only
|
||
(4)
|
|
Source of funds:
PF
|
||
(5)
|
|
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
||
(6)
|
|
Citizenship or place of organization:
Italy
|
||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
(7)
|
|
Sole Voting Power:
0 (See Item 5)
|
|
(8)
|
|
Shared Voting Power:
0
|
||
(9)
|
|
Sole dispositive power:
0 (See Item 5)
|
||
(10)
|
|
Shared dispositive power:
0
|
||
(11)
|
|
Aggregate amount beneficially owned by each reporting person:
0 (See Item 5)
|
||
(12)
|
|
Check box if the aggregate amount in Row (11) excludes certain shares ☐
|
||
(13)
|
|
Percent of class represented by amount in Row (11):
0.0%
|
||
(14)
|
|
Type of reporting person:
IN
|
i. | SilverArrow Capital Holding Ltd., a company organized under the laws of Guernsey (“SilverArrow Guernsey”); |
ii. | SilverArrow Capital Advisors LLP, a limited liability partnership formed under the laws of the United Kingdom (“SilverArrow Advisors”); |
iii. | SAC Jupiter Holding Ltd., a limited company organized in Dubai, United Arab Emirates (“SilverArrow Dubai” and together with SilverArrow Guernsey and SilverArrow Advisors, the “SilverArrow Entities”); |
iv. | Thomas Limberger, an individual and citizen of the Federal Republic of Germany; |
v. | Abdullah Saleh A. Kamel, an individual and citizen of the Kingdom of Saudi Arabia; |
vi. | Osama H. Al Sayed, an individual and citizen of the Kingdom of Saudi Arabia; and |
vii. | Ernesto Palomba, an individual and citizen of Italy. |
Item 2. | Identity and Background. |
Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
A. | SilverArrow Guernsey |
(a) | As of the close of business on June 23, 2016, SilverArrow Guernsey did not directly own any shares of Common Stock. As a result of SilverArrow Guernsey’s and Mr. Limberger’s control of SilverArrow Dubai, SilverArrow Guernsey may be deemed to beneficially own the 281,068 shares of Common Stock directly owned by SilverArrow Dubai. In addition, as a result of the voting power granted to Mr. Limberger, director of SilverArrow Dubai, pursuant to the Group Agreement described in Item 6, SilverArrow Guernsey may be deemed to have sole voting power with respect to, and beneficially own, the 379,364 shares of Common Stock directly owned by Mr. Al Sayed, and the 622,000 shares of Common Stock directly owned by Mr. Kamel. |
(b) | 1. | Sole power to vote or direct vote: 1,282,432 |
2. | Shared power to vote or direct vote: 0 |
3. | Sole power to dispose or direct the disposition: 281,068 |
4. | Shared power to dispose or direct the disposition: 0 |
(c) | SilverArrow Guernsey has not entered into any transactions in the shares of Common Stock during the past sixty days. |
B. | SilverArrow Advisors |
(a) | As of the close of business on June 23, 2016, SilverArrow Advisors did not directly own any shares of Common Stock. As a result of SilverArrow Advisors’ and Mr. Limberger’s control of SilverArrow Dubai, SilverArrow Advisors may be deemed to beneficially own the 281,068 shares of Common Stock directly owned by SilverArrow Dubai. In addition, as a result of the voting power granted to Mr. Limberger, director of SilverArrow Dubai, pursuant to the Group Agreement described in Item 6, SilverArrow Advisors may be deemed to have sole voting power with respect to, and beneficially own, the 379,364 shares of Common Stock directly owned by Mr. Al Sayed, and the 622,000 shares of Common Stock directly owned by Mr. Kamel. |
(b) | 1. | Sole power to vote or direct vote: 1,282,432 |
2. | Shared power to vote or direct vote: 0 |
3. | Sole power to dispose or direct the disposition: 281,068 |
4. | Shared power to dispose or direct the disposition: 0 |
(c) | SilverArrow Advisors has not entered into any transactions in the shares of Common Stock during the past sixty days. |
C. | SilverArrow Dubai |
(a) | As of the close of business on June 23, 2016, SilverArrow Dubai directly owned 281,068 shares of Common Stock. In addition, as a result of voting power granted to Mr. Limberger, director of SilverArrow Dubai, pursuant to the Group Agreement described in Item 6, SilverArrow Dubai may be deemed to have sole voting power with respect to, and beneficially own, the 379,364 shares of Common Stock directly owned by Mr. Al Sayed, and the 622,000 shares of Common Stock directly owned by Mr. Kamel. |
(b) | 1. | Sole power to vote or direct vote: 1,282,432 |
2. | Shared power to vote or direct vote: 0 |
3. | Sole power to dispose or direct the disposition: 281,068 |
4. | Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the shares of Common Stock by SilverArrow Dubai during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
D. | Mr. Limberger |
(a) | As of the close of business on June 23, 2016, Mr. Limberger did not directly own any shares of Common Stock. As a result of Mr. Limberger’s control of the SilverArrow Entities, Mr. Limberger may be deemed to beneficially own the 281,068 shares of Common Stock directly owned by SilverArrow Dubai. In addition, as a result of the voting power granted to Mr. Limberger, director of SilverArrow Dubai, pursuant to the Group Agreement described in Item 6 below, Mr. Limberger may be deemed to have sole voting power with respect to, and beneficially own, the 379,364 shares of Common Stock directly owned by Mr. Al Sayed, and the 622,000 shares of Common Stock directly owned by Mr. Kamel. |
(b) | 1. | Sole power to vote or direct vote: 1,282,432 |
2. | Shared power to vote or direct vote: 0 |
3. | Sole power to dispose or direct the disposition: 281,068 |
4. | Shared power to dispose or direct the disposition: 0 |
(c) | Mr. Limberger has not entered into any transactions in the shares of Common Stock during the past sixty days. |
E. | Mr. Kamel |
(a) | As of the close of business on June 23, 2016, Mr. Kamel directly owned 622,000 shares of Common Stock. Pursuant to the Group Agreement described in Item 6, Mr. Kamel granted voting power with respect to such shares to Mr. Limberger, director of SilverArrow Dubai. |
(b) | 1. | Sole power to vote or direct vote: 0 |
2. | Shared power to vote or direct vote: 0 |
3. | Sole power to dispose or direct the disposition: 622,000 |
4. | Shared power to dispose or direct the disposition: 0 |
(c) | Mr. Kamel has not entered into any transactions in the shares of Common Stock during the past sixty days. |
F. | Mr. Al Sayed |
(a) | As of the close of business on June 23, 2016, Mr. Al Sayed directly owned 379,364 shares of Common Stock. Pursuant to the Group Agreement described in Item 6, Mr. Al Sayed granted voting power with respect to such shares to Mr. Limberger, director of SilverArrow Dubai. |
(b) | 1. | Sole power to vote or direct vote: 0 |
2. | Shared power to vote or direct vote: 0 |
3. | Sole power to dispose or direct the disposition: 379,364 |
4. | Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the shares of Common Stock by Mr. Al Sayed during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
G. | Mr. Palomba |
(a) | As of the close of business on June 23, 2016, Mr. Palomba did not own any shares of Common Stock. |
(b) | 1. | Sole power to vote or direct vote: 0 |
2. | Shared power to vote or direct vote: 0 |
3. | Sole power to dispose or direct the disposition: 0 |
4. | Shared power to dispose or direct the disposition: 0 |
(c) | Mr. Palomba has not entered into any transactions in the shares of Common Stock during the past sixty days. |
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
SILVERARROW CAPITAL HOLDING LTD.
|
||
By:
|
/s/ Thomas Limberger
|
|
Name:
|
Thomas Limberger
|
|
Title:
|
Authorized Signatory
|
SILVERARROW CAPITAL ADVISORS LLP
|
||
By:
|
/s/ Thomas Limberger
|
|
Name:
|
Thomas Limberger
|
|
Title:
|
Authorized Signatory
|
SAC JUPITER HOLDING LTD.
|
||
By:
|
/s/ Thomas Limberger
|
|
Name:
|
Thomas Limberger
|
|
Title:
|
Authorized Signatory
|
/s/ Thomas Limberger
|
|
Thomas Limberger
|
*
|
|
Abdullah Saleh A. Kamel
|
PLUTO FUND LIMITED
|
||
By:
|
*
|
|
Name:
|
||
Title:
|
*
|
|
Osama H. Al Sayed
|
*
|
|
Ernesto Palomba
|
* By:
|
/s/ Thomas Limberger
|
|
Thomas Limberger
|
||
Attorney-in-fact
|
Exhibit Number
|
|
Description
|
99.1
|
|
Group Agreement, dated as of May 7, 2015, by and among SilverArrow Capital Holding Ltd., SAC Jupiter Holding Ltd., Abdullah Saleh A. Kamel, Pluto Fund Limited, Thomas Limberger, Osama H. Al Sayed and Ernesto Palomba.*
|
99.2
|
|
Joint Filing Agreement, dated as of May 7, 2015, by and among SilverArrow Capital Holding Ltd., SilverArrow Capital Advisors LLP, SAC Jupiter Holding Ltd., Abdullah Saleh A. Kamel, Pluto Fund Limited, Thomas Limberger, Osama H. Al Sayed and Ernesto Palomba.*
|
99.3
|
|
Power of Attorney (included in Exhibit 99.1).*
|
Date of Purchase/Sale
|
Shares Purchased /(Sold)
|
Price ($)
|
||||||
SAC Jupiter Holding Ltd.
|
||||||||
4/26/2016
|
(2,500
|
)
|
32.1843
|
|||||
4/28/2016
|
(3,200
|
)
|
32.1929
|
|||||
4/29/2016
|
(4,300
|
)
|
32.1856
|
|||||
5/09/2016
|
(1,000
|
)
|
31.9843
|
|||||
5/10/2016
|
(500
|
)
|
31.8643
|
|||||
5/24/2016
|
(10,800
|
)
|
31.9869
|
|||||
6/01/2016
|
(10,000
|
)
|
31.9618
|
|||||
6/02/2016
|
(600
|
)
|
31.9343
|
|||||
6/08/2016
|
(38,532
|
)
|
31.9411
|
|||||
6/23/2016
|
(39,400
|
)
|
31.9842
|
Osama H. Al Sayed
|
||||||||
5/17/2016
|
(3,000
|
)
|
31.5260
|
|||||
5/19/2016
|
(100
|
)
|
31.8500
|
|||||
5/23/2016
|
(30,000
|
)
|
31.9139
|
|||||
5/24/2016
|
(1,500
|
)
|
32.0287
|
|||||
5/24/2016
|
(16,000
|
)
|
32.0059
|
|||||
5/25/2016
|
(15,033
|
)
|
31.9638
|
|||||
5/26/2016
|
(5,384
|
)
|
31.9667
|
|||||
5/30/2016
|
(15,279
|
)
|
31.9518
|
|||||
5/31/2016
|
(16,660
|
)
|
31.9514
|
|||||
6/01/2016
|
(30,000
|
)
|
31.9694
|
|||||
6/02/2016
|
(2,800
|
)
|
31.9529
|
|||||
6/06/2016
|
(1,884
|
)
|
31.9500
|
|||||
6/07/2016
|
(1,200
|
)
|
31.9508
|
|||||
6/08/2016
|
(30,000
|
)
|
31.9207
|
|||||
6/09/2016
|
(4,983
|
)
|
31.9000
|
|||||
6/10/2016
|
(30,000
|
)
|
31.8677
|
|||||
6/14/2016
|
(12,073
|
)
|
31.8554
|
|||||
6/15/2016
|
(46,218
|
)
|
31.7953
|
|||||
6/16/2016
|
(26,919
|
)
|
31.7517
|
|||||
6/20/2016
|
(6,100
|
)
|
31.8805
|
|||||
6/21/2016
|
(8,640
|
)
|
31.8500
|
|||||
6/23/2016
|
(12,945
|
)
|
32.0114
|