*
|
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.
|
CUSIP No. 69888T207
|
13D
|
Page 2 of 7
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Chai Trust Company, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Illinois
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
10,607,121
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,607,121
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,607,121
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.7% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Calculated based on 59,813,700 shares of Common Stock outstanding as of February 18, 2022 as disclosed in the Issuer’s Form 10-K filed February 25, 2022.
|
CUSIP No. 69888T207
|
13D
|
Page 3 of 7
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
ZELL CREDIT OPPORTUNITIES MASTER FUND, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
8,782,816
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
8,782,816
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,782,816
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
14.7% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Calculated based on 59,813,700 shares of Common Stock outstanding as of February 18, 2022 as disclosed in the Issuer’s Form 10-K filed February 25, 2022.
|
CUSIP No. 69888T207
|
13D
|
Page 4 of 7
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EGI INVESTORS, L.L.C.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
1,824,305
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,824,305
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,824,305
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.0% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Calculated based on 59,813,700 shares of Common Stock outstanding as of February 18, 2022 as disclosed in the Issuer’s Form 10-K filed February 25, 2022.
|
CUSIP No. 69888T207
|
13D
|
Page 5 of 7
|
ITEM 4. |
Purpose of Transaction.
|
ITEM 5. |
Interest in Securities of the Issuer.
|
CUSIP No. 69888T207
|
13D
|
Page 6 of 7
|
ITEM 7. |
Materials to be Filed as Exhibits
|
Schedule of Transactions, in response to Item 5(c)
|
CUSIP No. 69888T207
|
13D
|
Page 7 of 7
|
ZELL CREDIT OPPORTUNITIES MASTER FUND, L.P.
|
||
By: Chai Trust Company, LLC, its general partner
|
||
CHAI TRUST COMPANY, LLC
|
||
Each by:
|
/s/ Joseph Miron
|
|
Name:
|
Joseph Miron
|
|
Title:
|
Chief Legal Officer
|
|
EGI INVESTORS, L.L.C.
|
||
By:
|
/s/ Joseph Miron
|
|
Name:
|
Joseph Miron
|
|
Title:
|
Vice President
|
Name of Account
|
Date of
Transaction
|
Nature of
Transaction
|
Quantity of
Shares
|
Weighted-Average
Price Per Share
|
Master Fund
|
1/6/2022
|
Sale
|
61,837
|
$17.0236 (1)
|
Master Fund
|
1/7/2022
|
Sale
|
41,999
|
$17.5488 (2)
|
Master Fund
|
1/10/2022
|
Sale
|
51,872
|
$17.2914 (3)
|
Master Fund
|
1/11/2022
|
Sale
|
59,755
|
$17.6881 (4)
|
Master Fund
|
1/12/2022
|
Sale
|
45,709
|
$17.2809 (5)
|
Master Fund
|
1/13/2022
|
Sale
|
42,682
|
$17.3785 (6)
|
Master Fund
|
2/1/2022
|
Sale
|
23,169
|
$14.6059 (7)
|
Master Fund
|
2/1/2022
|
Sale
|
28,871
|
$14.9630 (8)
|
Master Fund
|
2/2/2022
|
Sale
|
34,082
|
$14.6689 (9)
|
Master Fund
|
2/3/2022
|
Sale
|
30,047
|
$14.3840 (10)
|
Master Fund
|
2/4/2022
|
Sale
|
31,215
|
$14.5474 (11)
|
Master Fund
|
2/7/2022
|
Sale
|
26,340
|
$14.5365 (12)
|
Master Fund
|
2/8/2022
|
Sale
|
26,736
|
$14.1150 (13)
|
Master Fund
|
2/9/2022
|
Sale
|
41,442
|
$14.4605 (14)
|
Master Fund
|
2/10/2022
|
Sale
|
30,921
|
$14.4249 (15)
|
Master Fund
|
2/11/2022
|
Sale
|
30,749
|
$14.7642 (16)
|
Master Fund
|
2/14/2022
|
Sale
|
61,100
|
$14.6728 (17)
|
Master Fund
|
2/15/2022
|
Sale
|
42,092
|
$14.8316 (18)
|
Master Fund
|
2/16/2022
|
Sale
|
51,932
|
$14.8766 (19)
|
Master Fund
|
2/18/2022
|
Sale
|
59,816
|
$14.9132 (20)
|
Master Fund
|
2/22/2022
|
Sale
|
56,050
|
$14.8622 (21)
|
Master Fund
|
2/23/2022
|
Sale
|
42,817
|
$14.6784 (22)
|
Master Fund
|
2/24/2022
|
Sale
|
57,096
|
$13.6248 (23)
|
Master Fund
|
2/25/2022
|
Sale
|
49,065
|
$13.5339 (24)
|
1. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $16.74 to $17.24, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of
the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 1 through 24 herein.
|
2. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $17.20 to $17.74, inclusive.
|
3. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $16.93 to $17.89, inclusive.
|
4. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $17.32 to $17.95, inclusive.
|
5. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $17.14 to $17.68, inclusive.
|
6. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $17.15 to $17.73, inclusive.
|
7. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $13.84 to $14.83, inclusive.
|
8. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.84 to $15.04, inclusive.
|
9. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.49 to $14.96, inclusive.
|
10. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.13 to $14.66, inclusive.
|
11. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.31 to $14.76, inclusive.
|
12. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.34 to $14.69, inclusive.
|
13. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $13.99 to $14.33, inclusive.
|
14. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.10 to $14.58, inclusive.
|
15. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.15 to $14.68, inclusive.
|
16. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.40 to $14.91, inclusive.
|
17. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.28 to $14.88, inclusive.
|
18. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.43 to $15.00, inclusive.
|
19. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.66 to $15.38, inclusive.
|
20. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.73 to $15.11, inclusive.
|
21. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.61 to $15.25, inclusive.
|
22. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.52 to $15.02, inclusive.
|
23. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $13.19 to $13.99, inclusive.
|
24. |
This price is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $13.09 to $13.89, inclusive.
|