1 | Names of reporting persons Chautauqua Management, LLC | |||||
2 | Check the appropriate box if a member of a group (a) x (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 Nevada | |||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 2,673,798 | ||||
8 | Shared voting power 4,967,301 (1) | |||||
9 | Sole dispositive power 2,673,798 | |||||
10 | Shared dispositive power 4,967,301 (1) | |||||
11 | Aggregate amount beneficially owned by each reporting person 7,641,099 (1) | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨ | |||||
13 | Percent of class represented by amount in Row (11) 10.10% (2) | |||||
14 | Type of reporting person OO |
(1) | Includes 4,535,426 shares of common stock issuable upon exercise of a fully-exercisable call option from DRP Holdco, LLC and 431,875 shares of common stock issuable upon exercise of a fully-exercisable call option from Silver Rock Financial LLC and other entities affiliated therewith; each such call option is held by 1818 Partners, LLC. Chautauqua Management, LLC is a managing member of 1818 Partners, LLC. |
(2) | Based on 75,643,588 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D/A. | ||||||
1 | Names of reporting persons Chautauqua IIA, LLC | ||||
2 | Check the appropriate box if a member of a group (a) x (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 Nevada | ||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 616,647 | |||
8 | Shared voting power 0 | ||||
9 | Sole dispositive power 616,647 | ||||
10 | Shared dispositive power 0 | ||||
11 | Aggregate amount beneficially owned by each reporting person 616,647 | ||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨ | ||||
13 | Percent of class represented by amount in Row (11) 0.82% (3) | ||||
14 | Type of reporting person OO |
(3) | Based on 75,643,588 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D/A. |
1 | Names of reporting persons Chautauqua IIB, LLC | |||||
2 | Check the appropriate box if a member of a group (a) x (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 Nevada | |||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 616,647 | ||||
8 | Shared voting power 0 | |||||
9 | Sole dispositive power 616,647 | |||||
10 | Shared dispositive power 0 | |||||
11 | Aggregate amount beneficially owned by each reporting person 616,647 | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨ | |||||
13 | Percent of class represented by amount in Row (11) 0.82% (4) | |||||
14 | Type of reporting person OO |
(4) | Based on 75,643,588 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D/A. |
1 | Names of reporting persons David F. Palmer | |||||
2 | Check the appropriate box if a member of a group (a) x (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 United States | |||||
Number of shares beneficially owned by each reporting person with | 7 | Sole voting power 4,564,295 (5) | ||||
8 | Shared voting power 5,583,948 (6) | |||||
9 | Sole dispositive power 4,564,295 (5) | |||||
10 | Shared dispositive power 5,583,948 (6) | |||||
11 | Aggregate amount beneficially owned by each reporting person 10,148,243 (5)(6) | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares ¨ | |||||
13 | Percent of class represented by amount in Row (11) 13.19% (7) | |||||
14 | Type of reporting person IN |
(5) | Includes (i) 1,273,850 shares of common stock issuable upon exercise of options held by Mr. Palmer which are currently vested and (ii) an aggregate of 3,290,445 shares of common stock held by Chautauqua Management, LLC, of which Mr. Palmer is the sole manager, and Chautauqua IIA, LLC, of which Mr. Palmer is the investment manager. |
(6) | Includes 4,535,426 shares of common stock issuable upon exercise of a fully-exercisable call option from DRP Holdco, LLC and 431,875 shares of common stock issuable upon exercise of a fully-exercisable call option from Silver Rock Financial LLC and other entities affiliated therewith; each such call option is held by 1818 Partners, LLC. Mr. Palmer is the sole manager of Chautauqua Management, LLC, a managing member of 1818 Partners, LLC. Also includes 616,647 shares of common stock held by Chautauqua IIB, LLC, of which Mr. Palmer’s spouse is the investment manager. |
(7) | Based on 75,643,588 outstanding shares of common stock of the Issuer as of the date of this Schedule 13D/A. |
CHAUTAUQUA MANAGEMENT, LLC |
/s/ Jared T. Finkelstein, as attorney-in-fact for Chautauqua Management, LLC |
Jared T. Finkelstein, attorney-in-fact for Chautauqua Management, LLC |
CHAUTAUQUA IIA, LLC |
/s/ Jared T. Finkelstein, as attorney-in-fact for Chautauqua IIA, LLC |
Jared T. Finkelstein, attorney-in-fact for Chautauqua IIA, LLC |
CHAUTAUQUA IIB, LLC |
/s/ Jared T. Finkelstein, as attorney-in-fact for Chautauqua IIB, LLC |
Jared T. Finkelstein, attorney-in-fact for Chautauqua IIB, LLC |
DAVID F. PALMER |
/s/ Jared T. Finkelstein, as attorney-in-fact for David F. Palmer |
Jared T. Finkelstein, attorney-in-fact for David F. Palmer |