0001140361-15-004132.txt : 20150204 0001140361-15-004132.hdr.sgml : 20150204 20150204170530 ACCESSION NUMBER: 0001140361-15-004132 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150204 DATE AS OF CHANGE: 20150204 GROUP MEMBERS: A. DEV CHODRY GROUP MEMBERS: CRAIG EFFRON GROUP MEMBERS: CURTIS SCHENKER GROUP MEMBERS: OLD BELLOWS PARTNERS LP GROUP MEMBERS: SCOGGIN INTERNATIONAL FUND, LTD. GROUP MEMBERS: SCOGGIN LLC GROUP MEMBERS: SCOGGIN WORLDWIDE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHOOL SPECIALTY INC CENTRAL INDEX KEY: 0001055454 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] IRS NUMBER: 390971239 STATE OF INCORPORATION: DE FISCAL YEAR END: 0426 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-55741 FILM NUMBER: 15576332 BUSINESS ADDRESS: STREET 1: W6316 DESIGN DRIVE CITY: GREENVILLE STATE: WI ZIP: 54942 BUSINESS PHONE: (920) 734-5712 MAIL ADDRESS: STREET 1: W6316 DESIGN DRIVE CITY: GREENVILLE STATE: WI ZIP: 54942 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCOGGIN CAPITAL MANAGEMENT II LLC CENTRAL INDEX KEY: 0001130262 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 2123555600 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER COMPANY: FORMER CONFORMED NAME: SCOGGIN CAPITAL MANAGEMENT LP II DATE OF NAME CHANGE: 20001219 SC 13G 1 formsc13g.htm SCOGGIN CAPITAL MANAGEMENT II LLC SC 13G 12-31-2014 (SCHOOL SPECIALTY, INC)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 


SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934

SCHOOL SPECIALTY, INC
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

807864103
(CUSIP Number)
 
December 31, 2014
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
  Rule 13d-1(b)
ý  Rule 13d-1(c)
  Rule 13d-1(d)
 

Page 1 of 20 Pages

13G
 
CUSIP No. 471172106
Page 2 of 20 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Scoggin Capital Management II LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
15,317
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
15,317
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
15,317
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 

13G
 
CUSIP No. 471172106
Page 3 of 20 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Scoggin International Fund, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
17,979
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
17,979
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
17,979
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 

13G
 
CUSIP No. 471172106
Page 4 of 20 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Scoggin Worldwide Fund, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
15,362
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
15,362
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
15,362
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 

13G
 
CUSIP No. 471172106
Page 5 of 20 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Scoggin LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
48,658
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
48,658
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
48,658
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 

13G
 
CUSIP No. 471172106
Page 6 of 20 Pages

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Old Bellows Partners LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
15,362
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
15,362
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
15,362
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 

13G
 
CUSIP No. 471172106
Page 7 of 20 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
A. Dev Chodry
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
48,658
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
48,658
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
48,658
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


13G
 
CUSIP No. 471172106
Page 8 of 20 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Craig Effron
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
48,658
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
48,658
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
48,658
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 

13G
 
CUSIP No. 471172106
Page 9 of 20 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Curtis Schenker
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
48,658
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
48,658
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
48,658
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.9%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 

Item 1(a). Name of Issuer:
 
School Specialty, Inc.
 
Item 1(b). Address of Issuer’s Principal Executive Offices:
 
W6316 Design Drive, Greenville, Wisconsin 54942

Item 2(a). Name of Persons Filing:
 
(i) Scoggin Capital Management II LLC
(ii) Scoggin International Fund, Ltd.
(iii) Scoggin Worldwide Fund, Ltd.
(iv) Scoggin LLC
(v) Old Bellows Partners LP
(vi) A. Dev Chodry
(vii) Craig Effron
(viii) Curtis Schenker

(collectively, the “Reporting Persons” and each, a “Reporting Person”)

Item 2(b). Address of Principal Business Office or, if None, Residence:
 
Each of Scoggin International Fund, Ltd. and Scoggin Worldwide Fund, Ltd. has a business address at c/o Mourant Ozannes Corporate Services (Cayman) Ltd., 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands.
 
Each of the other Reporting Persons has a business address at 660 Madison Avenue, New York, NY 10065.
 
Item 2(c). Citizenship or Place of Organization:
 
(i) Scoggin Capital Management II LLC
Delaware
 
(ii) Scoggin International Fund, Ltd.
Cayman Islands
 
(iii) Scoggin Worldwide Fund, Ltd.
Cayman Islands
 
(iv) Scoggin LLC
New York
 
(v) Old Bellows Partners LP
New York

(vi) A. Dev Chodry
USA
 
(vii) Craig Effron
USA
 
(viii) Curtis Schenker
USA
 

Item 2(d). Title of Class of Securities:
 
Common Stock
 
Item 2(e). CUSIP Number:
 
807864103
 
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a) Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
(b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c) Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e) An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
(f) An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
(g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
(j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
(k) Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4. Ownership.
 
(i) Scoggin Capital Management II LLC1
 
(a) Amount beneficially owned: 15,317
 
(b) Percent of class: 1.5%2
 
(c) Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 15,317
 
(ii) Shared power to vote or to direct the vote: 0
 
 
(iii)
Sole power to dispose or to direct the disposition of: 15,317
 
(iv) Shared power to dispose or to direct the disposition of: 0
 
(ii) Scoggin International Fund, Ltd.3
 
(a) Amount beneficially owned: 17,979
 
(b) Percent of class: 1.8%
 
(c) Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 17,979
 
(ii) Shared power to vote or to direct the vote: 0
 
 
(iii)
Sole power to dispose or to direct the disposition of: 17,979
 
(iv) Shared power to dispose or to direct the disposition of: 0
 
(iii) Scoggin Worldwide Fund, Ltd.4
 
(a) Amount beneficially owned: 15,362
 
(b) Percent of class: 1.5%
 
(c) Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 15,362
 
(ii) Shared power to vote or to direct the vote: 0
 
(iii) Sole power to dispose or to direct the disposition of: 15,362
 
(iv) Shared power to dispose or to direct the disposition of: 0
 

1 The investment manager of Scoggin Capital Management II LLC is Scoggin LLC. Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
 
2 Percentages are based on 1,000,004 shares of common stock outstanding as of December 2, 2014.
 
3 The investment manager of Scoggin International Fund, Ltd. is Scoggin LLC. Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
 
4 The investment manager of Scoggin Worldwide Fund, Ltd. is Old Bellows Partners LP.  Old Bell Associates LLC is the general partner of Old Bellows Partners LP.  A. Dev Chodry is the managing member of Old Bell Associates LLC. Craig Effron and Curtis Schenker are principals of Old Bellows Partners L.P.

 (iv) Scoggin LLC5
 
(a) Amount beneficially owned: 48,658
 
(b) Percent of class: 4.9%
 
(c) Number of shares as to which such person has:
 
(i) Sole power to vote or to direct the vote: 0
 
(ii) Shared power to vote or to direct the vote: 48,658
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
(iv) Shared power to dispose or to direct the disposition of: 48,658
 
(v) Old Bellows Partners LP6
 
(a) Amount beneficially owned: 15,362
 
(b) Percent of class: 1.5%
 
(c) Number of shares as to which such person has:
 
(i) Sole power to vote or to direct the vote: 0
 
(ii) Shared power to vote or to direct the vote: 15,362
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
(iv) Shared power to dispose or to direct the disposition of: 15,362
 

5 Scoggin LLC is the investment manager of Scoggin Capital Management II LLC and Scoggin International Fund, Ltd. Scoggin LLC is a limited partner of Old Bellows Partners LP.  A. Dev Chodry is a member of Scoggin LLC, and Craig Effron and Curtis Schenker are the managing members of Scoggin LLC. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd.
 
6 Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd.  Old Bell Associates LLC is the general partner of Old Bellows Partners LP.  A. Dev Chodry is the managing member of Old Bell Associates LLC. Scoggin LLC is a limited partner of Old Bellows Partners LP. A. Dev Chodry is a member of Scoggin LLC, and Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.

(vi) A. Dev Chodry7
 
(a) Amount beneficially owned: 48,658
 
(b) Percent of class: 4.9%
 
(c) Number of shares as to which such person has:
 
(i) Sole power to vote or to direct the vote: 0
 
(ii) Shared power to vote or to direct the vote: 48,658
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
(iv) Shared power to dispose or to direct the disposition of: 48,658
 
 (vii) Craig Effron8
 
(a) Amount beneficially owned:  48,658
 
(b) Percent of class: 4.9%
 
(c) Number of shares as to which such person has:
 
(i) Sole power to vote or to direct the vote: 0
 
(ii) Shared power to vote or to direct the vote: 48,658
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
(iv) Shared power to dispose or to direct the disposition of: 48,658
 

7 A. Dev Chodry is a member of Scoggin LLC. Scoggin LLC is the investment manager of Scoggin Capital Management II LLC and Scoggin International Fund, Ltd. A. Dev Chodry is the managing member of Old Bell Associates LLC. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. Scoggin LLC is a limited partner of Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd.
 
8 Craig Effron is a managing member of Scoggin LLC. Scoggin LLC is the investment manager of Scoggin Capital Management II LLC and Scoggin International Fund, Ltd. Scoggin LLC is a limited partner of Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd.

(viii)
Curtis Schenker9
 
(a) Amount beneficially owned: 48,658
 
(b) Percent of class: 4.9%
 
(c) Number of shares as to which such person has:
 
(i) Sole power to vote or to direct the vote: 0
 
(ii) Shared power to vote or to direct the vote: 48,658
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
(iv) Shared power to dispose or to direct the disposition of: 48,658

Item 5. Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not applicable
 
Item 8. Identification and Classification of Members of the Group.
 
Not applicable
 
Item 9. Notice of Dissolution of Group.
 
Not applicable
 

9 Curtis Schenker is a managing member of Scoggin LLC. Scoggin LLC is the investment manager of Scoggin Capital Management II LLC and Scoggin International Fund, Ltd. Scoggin LLC is a limited partner of Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd.

Item 10. Certification.
 
By signing below the undersigned certifies that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 

SIGNATURE
 
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the Reporting Person on whose behalf the undersigned is executing this statement is true, complete and correct.
 
Dated as of Feb. 3, 2015
Scoggin Capital Management II LLC
   
 
By: Scoggin LLC, as Investment Manager
   
 
By: /s/ Craig Effron
 
Name: Craig Effron
 
Title: Managing Member

Dated as of Feb. 3, 2015
Scoggin International Fund, Ltd.
   
 
By: Scoggin LLC, as Investment Manager
   
 
By: /s/ Craig Effron
 
Name: Craig Effron
 
Title: Managing Member

Dated as of Feb. 3, 2015
Scoggin Worldwide Fund, Ltd.
   
 
By: /s/ A. Dev Chodry
 
Name: A. Dev Chodry
 
Title: Director
 
Dated as of Feb. 3, 2015
Scoggin LLC
   
 
By: /s/ Craig Effron
 
Name: Craig Effron
 
Title: Managing Member

Dated as of Feb. 3, 2015
Old Bellows Partners LP
   
 
By: Old Bell Associates LLC, its General Partner
   
 
By: /s/ A. Dev Chodry
 
Name: A. Dev Chodry
 
Title: Managing Member
 

Dated as of Feb. 3, 2015
/s/ A. Dev Chodry
 
A. Dev Chodry
 
Dated as of Feb. 3, 2015
/s/ Craig Effron
 
Craig Effron

Dated as of Feb. 3, 2015
/s/ Curtis Schenker
 
Curtis Schenker


Exhibit A
 
Agreement of Joint Filing
 
Pursuant to 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to join in the filing on behalf of each of them of a Statement on Schedule 13G and any and all amendments thereto, and that this Agreement be included as an Exhibit to such filing.
 
This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated as of Feb. 3, 2015
Scoggin Capital Management II LLC
 
 
By Scoggin LLC, as Investment Manager
 
By: /s/ Craig Effron
Name: Craig Effron
Title: Managing Member

Dated as of Feb. 3, 2015
Scoggin International Fund, Ltd.
 
 
By: Scoggin LLC, As Investment Manager
 
By: /s/ Craig Effron
Name: Craig Effron
Title: Managing Member

Dated as of Feb. 3, 2015
Scoggin Worldwide Fund, Ltd.
 
 
By: /s/ A. Dev Chodry
Name: A. Dev Chodry
Title: Director
 
Dated as of Feb. 3, 2015
Scoggin LLC
 
 
By: /s/ Craig Effron
Name: Craig Effron
Title: Managing Member
 
Dated as of Feb. 3, 2015
Old Bellows Partners LP
 
 
By: Old Bell Associates LLC, its General Partner
 
 
By: /s/ A. Dev Chodry
Name: A. Dev Chodry
Title: Managing Member
 

Dated as of Feb. 3, 2015
/s/ A. Dev Chodry
A. Dev Chodry
 
Dated as of Feb. 3, 2015
/s/ Craig Effron
Craig Effron

Dated as of Feb. 3, 2015
/s/ Curtis Schenker
Curtis Schenker