1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Partners Master Fund, Ltd.
98-1083428
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(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
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,410,777
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,410,777
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,777
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Mangrove Partners Fund, L.P.
27-2067192
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
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 WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,410,777
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,410,777
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,777
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
|
|
14.
|
TYPE OF REPORTING PERSON
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Partners Fund (Cayman), Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
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
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,410,777
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,410,777
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,777
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Partners
98-0652572
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
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
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,410,777
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,410,777
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,777
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Capital
98-06252571
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
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
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,410,777
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,410,777
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,777
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nathaniel August
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
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
USA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,410,777
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
1,410,777
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,777
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
Item 1. |
Security and Issuer.
|
Item 2. |
Identity and Background.
|
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.
|
Exhibit 99.1 |
Joint Filing Agreement, dated as of the date hereof, by and among The Mangrove Partners Master Fund, Ltd., The Mangrove Partners Fund, L.P., The Mangrove Partners Fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital and Nathaniel August.
|
Dated: |
September 1, 2017
|
THE MANGROVE PARTNERS MASTER FUND, LTD.
|
|||
By:
|
MANGROVE PARTNERS,
as Investment Manager
|
||
By:
|
/s/ Nathaniel August | ||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
THE MANGROVE PARTNERS FUND, L.P.
|
|||
By:
|
MANGROVE CAPITAL,
as General Partner
|
||
By:
|
/s/ Nathaniel August | ||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
|
|||
By:
|
MANGROVE PARTNERS,
as Investment Manager
|
||
By:
|
/s/ Nathaniel August | ||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
MANGROVE PARTNERS
|
|||
By:
|
/s/ Nathaniel August | ||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
MANGROVE CAPITAL
|
|||
By:
|
/s/ Nathaniel August | ||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
/s/ Nathaniel August | |
NATHANIEL AUGUST
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Nathaniel August *
Director |
|||
David Bree
Director |
Mr. Bree is an employee of dms Management Ltd., a company that provides administrative services to Cayman Islands private investment companies.
|
DMS Offshore Investment Services
dms House, 20 Genesis Close
George Town
P.O. Box 314
Grand Cayman KY1-1104
Cayman Islands
|
Cayman Islands
|
Kevin Phillip
Director |
Mr. Phillip is an employee of dms Management Ltd., a company that provides administrative services to Cayman Islands private investment companies.
|
DMS Offshore Investment Services
dms House, 20 Genesis Close
George Town
P.O. Box 314
Grand Cayman KY1-1104
Cayman Islands
|
Trinidad and Tobago
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Nathaniel August *
Director |
|||
Dated: |
September 1, 2017
|
THE MANGROVE PARTNERS MASTER FUND, LTD.
|
|||
By:
|
MANGROVE PARTNERS,
as Investment Manager
|
||
By:
|
/s/ Nathaniel August | ||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
THE MANGROVE PARTNERS FUND, L.P.
|
|||
By:
|
MANGROVE CAPITAL,
as General Partner
|
||
By:
|
/s/ Nathaniel August | ||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
|
|||
By:
|
MANGROVE PARTNERS,
as Investment Manager
|
||
By:
|
/s/ Nathaniel August | ||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
MANGROVE PARTNERS
|
|||
By:
|
/s/ Nathaniel August | ||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
MANGROVE CAPITAL
|
|||
By:
|
/s/ Nathaniel August | ||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
/s/ Nathaniel August | |
NATHANIEL AUGUST
|