1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Caxton Corporation
22-2437619
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
(b) [X]
|
||
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
||
8.
|
SHARED VOTING POWER
|
|
318,068
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
318,068
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
318,068
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
2.8%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Kovner 2012 Family Trust B
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
(b) [X]
|
||
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
|
|
New York
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
||
8.
|
SHARED VOTING POWER
|
|
0
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
0
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Kovner 2015-A Investment Trust
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
(b) [X]
|
||
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
|
|
New York
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
||
8.
|
SHARED VOTING POWER
|
|
114,285
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
114,285
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
114,285
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
1.0%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
OB Select Opportunities, LLC
22-3623004
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
(b) [X]
|
||
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
|
|
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
||
8.
|
SHARED VOTING POWER
|
|
17,158
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
17,158
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
17,158
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.2%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
KFO HOLDINGS LLC
46-4139835
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
(b) [X]
|
||
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
|
|
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
||
8.
|
SHARED VOTING POWER
|
|
299,257
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
299,257
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
299,257
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
2.6%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Kovner, Bruce
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
(b) [X]
|
||
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF, 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
|
|
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
7.
|
SOLE VOTING POWER
|
|
90,419
|
||
8.
|
SHARED VOTING POWER
|
|
432,353
|
||
9.
|
SOLE DISPOSITIVE POWER
|
|
90,419
|
||
10.
|
SHARED DISPOSITIVE POWER
|
|
432,353
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
522,772
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
4.6%
|
||
14.
|
TYPE OF REPORTING PERSON
|
|
IN
|
ITEM 1. | Security and Issuer |
ITEM 2. | Identity and Background |
(b) (i) | The address of Caxton Corporation is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540. |
(ii) | The address of Kovner 2012 Family Trust B is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540. |
(iii) | The address of Kovner 2015-A Investment Trust is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540. |
(iv) | The address of OB Select Opportunities, LLC is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540. |
(v) | The address of KFO Holdings LLC is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540. |
(vi) | The business address of Mr. Kovner is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540. |
(c) (i) | The principal business of Caxton Corporation is to serve as the manager of certain investment vehicles controlled by Mr. Kovner, including OB Select Opportunities, LLC and KFO Holdings LLC, and as general partner of Caxton Alternative Management LP, an affiliate of Caxton Corporation. |
(ii) | The principal business of Kovner 2012 Family Trust B is to serve as an estate planning vehicle for Mr. Kovner and his family. |
(iii) | The principal business of Kovner 2015-A Investment Trust is to serve as an estate planning vehicle for Mr. Kovner and his family. |
(iv) | The principal business of OB Select Opportunities, LLC is to serve as an investment vehicle for investments in securities. |
(v) | The principal business of KFO Holdings LLC is to serve as an investment vehicle for investments in securities. |
(vi) | The present principal occupation of Mr. Kovner is Chairman of Caxton Corporation and Caxton Alternative Management LP. |
(i) | Caxton Corporation – Delaware. |
(ii) | Kovner 2012 Family Trust B – New York. |
(iii) | Kovner 2015-A Investment Trust – New York. |
(iv) | OB Select Opportunities, LLC – Delaware. |
(v) | KFO Holdings LLC – Delaware. |
(vi) | Mr. Kovner – United States. |
ITEM 3. | Source and Amount of Funds or Other Consideration. |
ITEM 4. | Purpose of Transaction. |
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 |
Date: 8/1/2016
|
Caxton Corporation
|
/s/ Heath N. Weisberg
|
|
Heath N. Weisberg, as General Counsel and Chief Compliance Officer of Caxton Corporation
|
|
Date: 8/1/2016
|
Kovner 2012 Family Trust B
|
/s/ Karen Cross
|
|
Karen Cross, Vice President and
Treasurer of Cadence Trust Company |
|
Date: 8/1/2016
|
Kovner 2015-A Investment Trust
|
/s/ Karen Cross
|
|
Karen Cross, Vice President and
Treasurer of Cadence Trust Company |
|
Date: 8/1/2016
|
OB Select Opportunities, LLC
|
By: Caxton Corporation,
Manager of OB Select Opportunities, LLC |
|
/s/ Heath N. Weisberg
|
|
Heath N. Weisberg, as General Counsel and Chief Compliance Officer of Caxton Corporation
|
|
Date: 8/1/2016
|
KFO Holdings LLC
|
By: Caxton Corporation, Manager
of KFO Holdings LLC |
|
/s/ Heath N. Weisberg
|
|
Heath N. Weisberg, General Counsel and Chief
Compliance Officer of Caxton Corporation |
|
Date: 8/1/2016
|
Bruce S. Kovner
|
/s/ Heath N. Weisberg
|
|
Heath N. Weisberg, as attorney
in fact for Bruce Kovner |
TRANSACTIONS BY KOVNER 2012 FAMILY TRUST B
|
||
Date of
Transaction |
Number of Shares
Purchase/(Sold) |
Price of Shares
|
7/26/2016
|
(3,545)
|
$9.7832
|
7/27/2016
|
(4,572)
|
$8.00
|
TRANSACTIONS BY BRUCE KOVNER
|
||
Date of
Transaction |
Number of Shares
Purchase/(Sold) |
Price of Shares
|
7/27/2016
|
(31,119)2
|
$7.7051
|
7/27/2016
|
(5,428)2
|
$8.00
|
7/27/2016
|
(2,313)2
|
$7.7051
|
7/28/2016
|
(15,000)2
|
$7.7846
|
7/29/2016
|
(11,258)2
|
$7.5151
|
TRANSACTIONS BY KFO HOLDINGS LLC
|
||
Date of
Transaction |
Number of Shares
Purchase/(Sold) |
Price of Shares
|
7/29/2016
|
(26,441)
|
$7.5151
|