0001567619-21-020773.txt : 20211118 0001567619-21-020773.hdr.sgml : 20211118 20211118172832 ACCESSION NUMBER: 0001567619-21-020773 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20211118 DATE AS OF CHANGE: 20211118 GROUP MEMBERS: AMIT SOLOMON GROUP MEMBERS: BENJAMIN NAHUM GROUP MEMBERS: NB ACQUISITIONCO ULC GROUP MEMBERS: NEUBERGER BERMAN CANADA HOLDINGS LLC GROUP MEMBERS: NEUBERGER BERMAN CANADA ULC GROUP MEMBERS: NEUBERGER BERMAN INVESTMENT ADVISERS HOLDINGS LLC GROUP MEMBERS: NEUBERGER BERMAN INVESTMENT ADVISERS LLC GROUP MEMBERS: PONG CHAN GROUP MEMBERS: RAND GESING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLUIDIGM CORP CENTRAL INDEX KEY: 0001162194 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 770513190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86635 FILM NUMBER: 211425620 BUSINESS ADDRESS: STREET 1: 2 TOWER PLACE STREET 2: SUITE 2000 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6502666000 MAIL ADDRESS: STREET 1: 2 TOWER PLACE STREET 2: SUITE 2000 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Neuberger Berman Group LLC CENTRAL INDEX KEY: 0001465109 IRS NUMBER: 611591182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 212-476-9000 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 SC 13D 1 doc1.htm NONE Schedule 13D


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. n/a )*

Fluidigm Corporation

(Name of Issuer)


Common

(Title of Class of Securities)


34385P108

(CUSIP Number)


William Braverman ESQ,  Neuberger Berman Group LLC  1290 Avenue of the Americas  New York,  NY  10104  Phone : 212-476-9035

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


November 18, 2021

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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.

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).
 


1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Neuberger Berman Group LLC
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
   
   
8
SHARED VOTING POWER
   
3,512,589
   
   
9
SOLE DISPOSITIVE POWER
   
0
   
   
10
SHARED DISPOSITIVE POWER
   
4,336,103
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
4,336,103
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
5.67%
   
   
14
TYPE OF REPORTING PERSON
   
HC
   
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Neuberger Berman Investment Advisers Holdings LLC
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
   
   
8
SHARED VOTING POWER
   
3,459,561
   
   
9
SOLE DISPOSITIVE POWER
   
0
   
   
10
SHARED DISPOSITIVE POWER
   
4,283,075
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
4,283,075
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
5.60%
   
   
14
TYPE OF REPORTING PERSON
   
HC
   
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Neuberger Berman Investment Advisers LLC
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
   
   
8
SHARED VOTING POWER
   
3,459,561
   
   
9
SOLE DISPOSITIVE POWER
   
0
   
   
10
SHARED DISPOSITIVE POWER
   
4,283,075
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
4,283,075
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
5.60%
   
   
14
TYPE OF REPORTING PERSON
   
IA
   
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Neuberger Berman Canada Holdings LLC
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
   
   
8
SHARED VOTING POWER
   
53,028
   
   
9
SOLE DISPOSITIVE POWER
   
0
   
   
10
SHARED DISPOSITIVE POWER
   
53,028
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
53,028
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
.07%
   
   
14
TYPE OF REPORTING PERSON
   
HC
   
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
NB Acquisitionco ULC
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
British Columbia, Canada
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
   
   
8
SHARED VOTING POWER
   
53,028
   
   
9
SOLE DISPOSITIVE POWER
   
0
   
   
10
SHARED DISPOSITIVE POWER
   
53,028
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
53,028
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
.07%
   
   
14
TYPE OF REPORTING PERSON
   
HC
   
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Neuberger Berman Canada ULC
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
British Columbia, Canada
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
   
   
8
SHARED VOTING POWER
   
53,028
   
   
9
SOLE DISPOSITIVE POWER
   
0
   
   
10
SHARED DISPOSITIVE POWER
   
53,028
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
53,028
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
.07%
   
   
14
TYPE OF REPORTING PERSON
   
IA
   
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Benjamin Nahum
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
PF
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States of America
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
350,000
   
   
8
SHARED VOTING POWER
   
0
   
   
9
SOLE DISPOSITIVE POWER
   
350,000
   
   
10
SHARED DISPOSITIVE POWER
   
0
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
350,000
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
.46%
   
   
14
TYPE OF REPORTING PERSON
   
N/A
   
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Amit Solomon
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
PF
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States of America
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
9,260
   
   
8
SHARED VOTING POWER
   
0
   
   
9
SOLE DISPOSITIVE POWER
   
9,260
   
   
10
SHARED DISPOSITIVE POWER
   
0
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
9,260
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
.01%
   
   
14
TYPE OF REPORTING PERSON
   
N/A
   
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Rand Gesing
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
PF
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States of America
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
55,000
   
   
8
SHARED VOTING POWER
   
0
   
   
9
SOLE DISPOSITIVE POWER
   
55,000
   
   
10
SHARED DISPOSITIVE POWER
   
0
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
55,000
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
.07%
   
   
14
TYPE OF REPORTING PERSON
   
N/A
   
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Pong Chan
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
PF
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States of America
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
2,000
   
   
8
SHARED VOTING POWER
   
0
   
   
9
SOLE DISPOSITIVE POWER
   
2,000
   
   
10
SHARED DISPOSITIVE POWER
   
0
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
2,000
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
.003%
   
   
14
TYPE OF REPORTING PERSON
   
N/A
   
   
 
 
 
 
Item 1.
Security and Issuer
  
 
 
The class of equity securities to which this statement on Schedule 13D relates is the common stock (the “Securities”) of Fluidigm Corp., a California corporation (the “Issuer”), having its principal place of business at 2 Tower Place, Suite 2000 South San Francisco, CA, 94080.
 
Item 2.
Identity and Background
  
 
 
(a)
This statement is being filed by the following persons: Neuberger Berman Group LLC (“NB Group”), Neuberger Berman Investment Advisers Holdings LLC (“NBIA Holdings”), Neuberger Berman Investment Advisers LLC (“NBIA”), Neuberger Berman Canada Holdings LLC (“NBCH”), NB Acquisitionco ULC (“NBAU”), Neuberger Berman Canada ULC (“NBCU”), Benjamin Nahum, Amit Solomon, Rand Gesing, and Pong Chan (NB Group, NBIA Holdings, NBIA, NBCH, NBAU, NBCU, Mr. Nahum, Mr. Solomon, Mr. Gesing, and Mr. Chan collectively the “Reporting Persons”). NBCH, NBAU, NBCU are included in this filing due to the common ownership with NBIA.

 
(b)
The business address for each of the Reporting Persons (except NBAU and NBCU) is 1290 Avenue of Americas, New York, New York 10104. The business address for NBAU and NBCU is 2 Bloor St East, Toronto, Ontario M4W 1A8, Canada. The business address for NBIA with respect to the matters relating to the Issuer and its Securities is 1290 Avenue of Americas, New York, NY 10104. The business address for NBCU with respect to the matters relating to the Issuer and its Securities is 2 Bloor St East, Toronto, Ontario M4W 1A8, Canada.

 
(c)
Each of NB Group, NBIA Holdings, NBIA, and NBCH is a Delaware limited liability company. NBAU and NBCU are each registered in British Columbia as an Unlimited Liability Company.

Each of Mr. Nahum and Mr. Solomon is a portfolio manager and managing director of NBIA. Each of Mr. Gesing and Mr. Chan are analysts on the portfolio team of Mr. Nahum and Mr. Solomon.

NB Group is the parent company of multiple subsidiaries engaged in the investment advisory business.

NBIA Holdings is a subsidiary of NB Group and the holding company of NBIA, and certain other subsidiaries engaged in the investment advisory business.

NBIA, is an investment adviser registered under the Investment Advisers Act of 1940 as amended (the “Advisers Act”). As a registered investment adviser (“RIA”), NBIA provides
investment advisory services to institutions, endowments, employee benefit plans, foundations, private funds, offshore public funds (collectively, “Institutions”) and
investment companies registered under the Investment Company Act of 1940, as amended (“Mutual Funds”). As an RIA, NBIA provides discretionary investment advisory services to private investors. NBIA may be deemed to beneficially own the Securities in their various fiduciary capacities by virtue of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934 as amended ("Exchange Act"). This report is not an admission that any of the Neuberger Berman entities is the beneficial owner of the Securities and each of Neuberger Berman Group, NBIA Holdings, and NBIA and certain affiliated persons disclaim beneficial ownership of the Securities held by them in their fiduciary capacity and covered by this statement pursuant to Exchange Act Rule 13d-4. The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below.

NBCH is a subsidiary of NB Group and the holding company of NBAU. NBAU is a holding company of NBCU.

NBCU is an investment adviser registered under the Advisers Act. As an RIA, NBCU provides discretionary investment advisory services to its clients. NBCU may be deemed to beneficially own the Securities in its various fiduciary capacities by virtue of the provisions of Rule 13d-3 under the Exchange Act. This report is not an admission that any of the Neuberger Berman entities is the beneficial owner of the Securities and each of Neuberger Berman Group, NBCH, NBAU, NBCU and certain affiliated persons disclaim beneficial ownership of the Securities held by them in their fiduciary capacity and covered by this statement pursuant to Exchange Act Rule 13d-4. The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below.

Neuberger Berman Group LLC

Directors
Joseph Amato
Sharon Bowen
Robert D’Alelio
Michele Docharty
Steven Kandarian
George Walker
Richard Worley

Executive Officers
George Walker, Chief Executive Officer
Joseph Amato, President
Andrew Komaroff, Executive Vice President and Chief Operating Officer
Heather Zuckerman, Executive Vice President, Chief of Staff and Secretary
William Arnold, Executive Vice President and Chief Financial Officer
Michael Chinni, Treasurer
Leo Anthony Viola, Controller

Neuberger Berman Investment Advisers LLC

Directors
Joseph Amato
Kenneth deRegt
Vanessa Rosenthal
Bradley Tank
Stephen Wright

Executive Officers
Joseph Amato, President –Equities and Chief Investment Officer – Equities
Bradley Tank, President- Fixed Income and Chief Investment Officer – Fixed Income
Lawrence Kohn, Chief Operating Officer –Private Asset Management and Managing Director
Kenneth deRegt, Chief Operating Officer – Fixed Income and Managing Director
Patrick Deaton – Chief Operating Officer – NBAIM and Managing Director
Vanessa Rosenthal – Chief Operating Officer – Institutional Equity and Multi-Asset
Brian Kerrane, Head of Mutual Fund Administration and Managing Director
Brad Cetron, Chief Compliance Officer, Head of Compliance and Managing Director
Michael Chinni, Treasurer and Senior Vice President
Leo Anthony Viola, Controller and Senior Vice President
Savonne Ferguson, Chief Compliance Officer – Mutual Funds and Senior Vice President
Leo Anthony Viola, Treasurer and Senior Vice President
Savonne Ferguson, Chief Compliance Officer – Mutual Funds and Senior Vice President

Neuberger Berman Canada ULC

Directors
Joseph Amato
Heather Zuckerman
Ray Carroll

Executive Officers
Ray Carroll, Chief Executive Officer
William Arnold, Chief Financial Officer
Leo Anthony Viola, Treasurer
Milca Beltre, Head of Tax
Linda Sharaby, Secretary
Monica Sherer, Assistant Secretary
Elvira Decaro, Assistant Secretary
Frank Maeba, Managing Director
Simon Griffiths, Managing Director
Gideon Schapiro, Managing Director
Ram Ramaswamy, Managing Director
Evgeny Dunaevsky, Senior Vice President
Viviana Beltrametti Walker, Senior Vice President and Chief Compliance Officer

 
(d)
None of the individuals referenced above have been convicted in a criminal proceeding in the past five years.

 
(e)
None of the individuals referenced above have been party to a civil proceeding or a judicial or administrative proceeding or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the past five years.

 
(f)
All of the individuals referenced above are citizens of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration
  
 
 
NB Group, through its subsidiary registered investment advisers, NBIA and NBCU, used an aggregate of approximately $18,921,759.81 of funds provided through the accounts of certain investment advisory clients to purchase the Securities reported as beneficially owned in Item 5. Mr. Nahum, Mr. Solomon, Mr. Chan, and Mr. Gesing used approximately $1,592,217, $25,101, $10,265, and $305,537, respectively, of personal funds to purchase the Securities beneficially owned, as set forth in Item 5. Certain of the Securities owned by Mr. Nahum and Mr. Gesing were purchased through a margin account in the ordinary course of business.
 
Item 4.
Purpose of Transaction
  
 
NBIA, the registered investment adviser subsidiary of NB Group, purchased the Securities reported herein for investment purposes for the accounts of certain investment advisory clients. Accordingly, NB Group and NBIA previously filed a Schedule 13G with respect to the Securities. Their initial Schedule 13G filing was made on September 8, 2017 and was subsequently amended most recently on February 12, 2021.

Since NBIA’s initial purchase of the Securities, the Reporting Persons have continually reviewed the investment in the Issuer in light of the Issuer’s published financial results and disclosures, developments relating to the Issuer’s business and industry and other factors. In that connection, the Reporting Persons believe that the Issuer has significant potential for growth and share price improvement as a stand-alone publicly traded company.

On November 8, 2021, the Issuer announced that its Board of Directors is undertaking a review of various options to maximize stockholder value, including with regard to strategic alternatives, cost and capital structure, and operations and supply chain. In light of this announcement and Reporting Persons’ views regarding the Issuer’s significant potential as a stand-alone publicly traded company, the Reporting Persons intend to become actively engaged with the Issuer and are therefore filing this Schedule 13D, which supersedes the Schedule 13G, as amended, previously filed by NB Group and NBIA.

The activities that the Reporting Persons intend to engage in with respect to the Issuer include speaking with members of the Board of Directors and management of the Issuer, other stockholders and third parties regarding the Issuer’s business, the Issuer’s Board of Director’s review of alternatives, its capital raising alternatives and its corporate governance to gather information and share the Reporting Persons’ views on options potentially available to the Issuer and its Board of Directors to maximize stockholder value.

In that connection, the Reporting Persons may formulate plans or proposals with respect to the Issuer, its capital needs and its corporate governance, including plans or proposals relating to potential capital raising transactions (including transactions potentially involving the Reporting Persons and other stockholders of the Issuer), and other matters referred to in items (a) through (j) of Item 4 of Schedule 13D, either alone or with others, at any time.

In addition, the Reporting Persons may acquire additional securities of the Issuer or may determine to sell, or otherwise dispose of, all or some of the securities of the Issuer presently beneficially owned by the Reporting Persons, in the open market or in private transactions. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices for the Securities, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decisions.

 
(a)
See above

 
(b)
See above

 
(c)
See above

 
(d)
See above

 
(e)
See above

 
(f)
See above

 
(g)
See above

 
(h)
See above

 
(i)
See above

 
(j)
See above
 
Item 5.
Interest in Securities of the Issuer
  
 
(a)
The aggregate number of Securities to which this Schedule 13D relates is 4,336,103 shares, representing 5.67% of the 76,485,632 common shares, as reported outstanding on November 8, 2021 in the Issuer’s most recent Form 10-Q for the fiscal quarter ended September 30, 2021. The Reporting Persons beneficially own the Securities as follows:

Common Shares / Percentage of Common Shares Outstanding

NBIA 4,283,075 / 5.60%
NBCU 53,028/ 0.07%

Ben Nahum 350,000 / .46%
Amit Solomon 9,260 / .01%
Rand Gesing 55,000 / .07%
Pong Chan 2000 / .003%

Due to NB Group’s and NBIA Holdings’ indirect and direct ownership of NBIA, each of NB Group and NBIA Holdings is deemed to beneficially own the Securities beneficially owned by NBIA. Due to NB Group's, NBCH's and NBAU’s indirect and direct ownership of NBCU, each of NB Group, NBCH, and NBAU is deemed to beneficially own the Securities beneficially owned by NBCU.

 
(b)
NBIA has been granted discretionary voting and dispositive power with respect to 3,459,561 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NBIA shares voting and dispositive power with its clients in whose accounts the Securities are held. In addition, NBIA has been granted discretionary dispositive power, but not voting power, with respect to the remaining 823,514 of the Securities reported herein as beneficially owned by it. NBIA shares only dispositive power with the clients in whose accounts such Securities are held.

NBCU has been granted discretionary voting and dispositive power with respect to 53,028 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NBCU shares voting and dispositive power with its clients in whose accounts the Securities are held.

 
(c)
The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market.

See Exhibit 2.

 
 
Transaction Date Shares or Units Purchased (Sold) Price Per Share or Unit 
 
 

 
 
 

 
 

 
(d)
Not applicable.

 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
  
 
 
 
Item 7.
Material to Be Filed as Exhibits
  
 
 
The Joint Filing Agreement is attached hereto as Exhibit 1.

List of Trades transacted in the Issuer’s Securities in the past sixty days in response to Item 5.c is attached hereto as Exhibit 2.
 

Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Neuberger Berman Group LLC
 
       
November 18, 2021
By:
/s/ Joseph Amato
 
   
President
 
       
 
Neuberger Berman Investment Advisers LLC
 
       
November 18, 2021
By:
/s/ Joseph Amato
 
   
President - Equities
 
       
 
Neuberger Berman Investment Advisers Holdings LLC
 
       
November 18, 2021
By:
/s/ Andrew Komaroff
 
   
President
 
       
 
Neuberger Berman Canada Holdings LLC
 
       
November 18, 2021
By:
/s/ Ray Carroll
 
   
Chief Executive Officer
 
       
 
NB Acquisitionco ULC
 
       
November 18, 2021
By:
/s/ Ray Carroll
 
   
Chief Executive Officer
 
       
 
Neuberger Berman Canada ULC
 
       
November 18, 2021
By:
/s/ Ray Carroll
 
   
Chief Executive Officer
 
       
 
Neuberger Berman Group LLC
 
       
November 18, 2021
By:
/s/ Benjamin Nahum
 
   
Managing Director
 
       
 
Neuberger Berman Group LLC
 
       
November 18, 2021
By:
/s/ Amit Solomon
 
   
Managing Director
 
       
 
Neuberger Berman Group LLC
 
       
November 18, 2021
By:
/s/ Rand Gesing
 
   
Senior Vice President
 
       
 
Neuberger Berman Group LLC
 
       
November 18, 2021
By:
/s/ Pong Chan
 
   
Senior Vice President
 
       
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes: 
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 


EX-1 2 exhibit1.htm EX-1








Exhibit 1



JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that the Schedule 13D filed herewith is filed jointly. This Agreement may be executed in any number of counterparts all of which when taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 18th day of November 2021.

Neuberger Berman Group LLC


/s/Joseph Amato  
By: Joseph Amato
President


Neuberger Berman Investment Advisers LLC


/s/Joseph Amato  
By: Joseph Amato
President - Equities


Neuberger Berman Investment Advisers Holdings LLC


/s/Andrew Komaroff  
By: Andrew Komaroff
President


Neuberger Berman Canada Holdings LLC


/s/Ray Carroll  
By: Ray Carroll
Chief Executive Officer


NB Acquisitionco ULC


/s/Ray Carroll  
By: Ray Carroll
Chief Executive Officer


Neuberger Berman Canada ULC


/s/Ray Carroll  
By: Ray Carroll
Chief Executive Officer


/s/Benjamin Nahum  
Benjamin Nahum


/s/Amit Solomon  
Amit Solomon



/s/Rand Gesing  
Rand Gesing



/s/Pong Chan  
Pong Chan

EX-2 3 exhibit2.htm EX-2








Exhibit 2





















Schedule I

Information with respect to transactions effected during the past sixty days or since the most recent filing on Schedule 13D (Unless noted otherwise, all transactions were effected on the New York Stock Exchange)



Neuberger Berman Group LLC
Date
Buys/Sell
Units Quantity
Average Price
 
9/17/2021
Buy
7383
6.91
 
9/17/2021
Sell
6412
6.89
 
9/20/2021
Buy
5671
6.46
 
9/20/2021
Sell
18
6.58
 
9/21/2021
Buy
1576
6.53
 
9/21/2021
Sell
330
6.52
 
9/22/2021
Buy
252
6.59
 
9/22/2021
Sell
2088
6.63
 
9/23/2021
Buy
107
6.72
 
9/23/2021
Sell
18
6.76
 
9/24/2021
Buy
307
6.64
 
9/24/2021
Sell
502
6.76
 
9/27/2021
Buy
1363
6.63
 
9/27/2021
Sell
25
6.57
 
9/28/2021
Buy
122
6.51
 
9/28/2021
Sell
150
6.58
 
9/29/2021
Buy
2850
6.50
 
9/29/2021
Sell
195
6.53
 
9/30/2021
Buy
3457
6.52
 
9/30/2021
Sell
2363
6.64
 
10/1/2021
Sell
104
6.13
 
10/4/2021
Buy
11058
5.94
 
10/4/2021
Sell
1232
5.91
 
10/5/2021
Buy
396
5.80
 
10/5/2021
Sell
618
5.67
 
10/06/2021
Buy
365
5.56
 
10/06/2021
Sell
1314
5.53
 
10/07/2021
Buy
7727
5.66
 
10/07/2021
Sell
4073
5.47
 
10/08/2021
Buy
11643
5.51
 
10/08/2021
Sell
105
5.37
 
10/11/2021
Buy
8741
5.44
 
10/11/2021
Sell
449
5.42
 
10/12/2021
Buy
419
5.37
 
10/12/2021
Sell
46
5.36
 
10/13/2021
Buy
691
5.35
 
10/14/2021
Buy
11071
5.38
 
10/14/2021
Sell
830
5.47
 
10/15/2021
Buy
9437
5.25
 
10/18/2021
Buy
7091
5.32
 
10/18/2021
Sell
293
5.29
 
10/19/2021
Buy
98
5.39
 
10/19/2021
Sell
40
5.37
 
10/20/2021
Sell
53
5.37
 
10/21/2021
Buy
496
5.27
 
10/22/2021
Buy
742
5.12
 
10/22/2021
Sell
66
5.10
 
10/25/2021
Buy
484
5.08
 
10/25/2021
Sell
1349
5.08
 
10/26/2021
Buy
162
5.11
 
10/26/2021
Sell
1194
5.13
 
10/27/2021
Buy
514
5.05
 
10/27/2021
Sell
527
4.95
 
10/28/2021
Buy
238
5.02
 
10/28/2021
Sell
514
4.96
 
10/29/2021
Buy
1399
5.13
 
10/29/2021
Sell
1349
5.11
 
11/1/2021
Buy
7695
5.18
 
11/2/2021
Buy
13184
5.00
 
11/2/2021
Sell
72
5.00
 
11/3/2021
Buy
393
5.06
 
11/3/2021
Sell
7686
5.07
 
11/4/2021
Buy
105
5.13
 
11/4/2021
Sell
568
5.07
 
11/5/2021
Sell
81
4.79
 
11/8/2021
Buy
15
4.96
 
11/8/2021
Sell
317
4.95
 
11/9/2021
Sell
1685
4.51
 
11/10/2021
Buy
398
4.73
 
11/10/2021
Sell
58
4.75
 
11/11/2021
Buy
204
4.81
 
11/11/2021
Sell
121
4.73
 
11/12/2021
Sell
141
4.85
 
11/15/2021
Buy
298
4.72
 
11/15/2021
Sell
126
4.72
 
11/16/2021
Buy
756
4.90
 
11/16/2021
Sell
2540
4.84
 
11/17/2021
Sell
768
4.76