0000902664-14-004181.txt : 20141029 0000902664-14-004181.hdr.sgml : 20141029 20141029094337 ACCESSION NUMBER: 0000902664-14-004181 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141029 DATE AS OF CHANGE: 20141029 GROUP MEMBERS: CLINTON GROUP, INC. GROUP MEMBERS: CLINTON MAGNOLIA MASTER FUND, LTD. GROUP MEMBERS: CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P. GROUP MEMBERS: CLINTON RELATIONAL OPPORTUNITY, LLC GROUP MEMBERS: CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD. GROUP MEMBERS: GEH CAPITAL, INC. GROUP MEMBERS: GEORGE E. HALL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WET SEAL INC CENTRAL INDEX KEY: 0000863456 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 330415940 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41525 FILM NUMBER: 141178874 BUSINESS ADDRESS: STREET 1: 26972 BURBANK CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 BUSINESS PHONE: 7145839029 MAIL ADDRESS: STREET 1: 26972 BURBANK CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLINTON GROUP INC CENTRAL INDEX KEY: 0001134119 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVE. STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128250400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVE. STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 p14-2118sc13da.htm THE WET SEAL, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
 

The Wet Seal, Inc.

(Name of Issuer)
 

Class A Common Stock, par value $0.10 per share

(Title of Class of Securities)
 

961840105

(CUSIP Number)
 
 

Marc Weingarten and David E. Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

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

October 28, 2014

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 17 Pages)

______________________________

* 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).

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 2 of 17 Pages

 

1

NAME OF REPORTING PERSON

Clinton Magnolia Master Fund, Ltd.

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 PROCEEDING 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

1,164,932 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,164,932 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,164,932 shares of Class A Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.4%

14

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 961840105SCHEDULE 13D/APage 3 of 17 Pages

 

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity Master Fund, L.P.

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 PROCEEDING 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

2,567,197 shares of Class A Common Stock (including options to purchase 62,500 shares of Class A Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,567,197 shares of Class A Common Stock (including options to purchase 62,500 shares of Class A Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,567,197 shares of Class A Common Stock (including options to purchase 62,500 shares of Class A Common Stock)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.0%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 4 of 17 Pages

 

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity, LLC

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 PROCEEDING 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

2,567,197 shares of Class A Common Stock (including options to purchase 62,500 shares of Class A Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,567,197 shares of Class A Common Stock (including options to purchase 62,500 shares of Class A Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,567,197 shares of Class A Common Stock (including options to purchase 62,500 shares of Class A Common Stock)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.0%

14

TYPE OF REPORTING PERSON

CO; IA

         
 
CUSIP No. 961840105SCHEDULE 13D/APage 5 of 17 Pages

 

1

NAME OF REPORTING PERSON

Clinton Special Opportunities Master Fund, Ltd.

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 PROCEEDING 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

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 961840105SCHEDULE 13D/APage 6 of 17 Pages

 

1

NAME OF REPORTING PERSON

GEH Capital, Inc.

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 PROCEEDING 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

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 7 of 17 Pages

 

1

NAME OF REPORTING PERSON

Clinton Group, Inc.

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 PROCEEDING 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

5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.0%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 8 of 17 Pages

 

1

NAME OF REPORTING PERSON

George E. Hall

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 PROCEEDING 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

0

8

SHARED VOTING POWER

5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.0%

14

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 9 of 17 Pages

This Amendment No. 20 (“Amendment No. 20”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 30, 2012 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on September 5, 2012 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on September 13, 2012 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on September 17, 2012 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on September 19, 2012 (“Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D, filed with the SEC on September 21, 2012 (“Amendment No. 5”), Amendment No. 6 to the Original Schedule 13D, filed with the SEC on September 27, 2012 (“Amendment No. 6”), Amendment No. 7 to the Original Schedule 13D, filed with the SEC on October 1, 2012 (“Amendment No. 7”), Amendment No. 8 to the Original Schedule 13D, filed with the SEC on October 3, 2012 (“Amendment No. 8”), Amendment No. 9 to the Original Schedule 13D, filed with the SEC on October 5, 2012 (“Amendment No. 9”), Amendment No. 10 to the Original Schedule 13D, filed with the SEC on October 22, 2012 (“Amendment No. 10”), Amendment No. 11 to the Original Schedule 13D, filed with the SEC on February 13, 2013 (“Amendment No. 11”), Amendment No. 12 to the Original Schedule 13D, filed with the SEC on June 25, 2013 (“Amendment No. 12”), Amendment No. 13 to the Original Schedule 13D, filed with the SEC on August 22, 2013 (“Amendment No. 13”), Amendment No. 14 to the Original Schedule 13D, filed with the SEC on September 17, 2013 (“Amendment No. 14”), Amendment No. 15 to the Original Schedule 13D, filed with the SEC on December 17, 2013 (“Amendment No. 15”), Amendment No. 16 to the Original Schedule 13D, filed with the SEC on March 11, 2014 (“Amendment No. 16”), Amendment No. 17 to the Original Schedule 13D, filed with the SEC on March 21, 2014 (“Amendment No. 17”), Amendment No. 18 to the Original Schedule 13D, filed with the SEC on September 3, 2014 (“Amendment No. 18”) and Amendment No. 19 to the Original Schedule 13D, filed with the SEC on October 8, 2014 (“Amendment No. 19” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18 and this Amendment No. 20, the “Schedule 13D”) with respect to the Class A common stock, par value $0.10 per share (the “Class A Common Stock”), of The Wet Seal, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 20 have the meanings set forth in the Schedule 13D. This Amendment No. 20 amends Items 3, 5 and 6 as set forth below. This Amendment No. 20 constitutes an “exit filing” with respect to the Schedule 13D for CSO and GEHC.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
 
CUSIP No. 961840105SCHEDULE 13D/APage 10 of 17 Pages

 

 

Clinton used approximately $7,024,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported herein as beneficially owned.

 

Funds for the purchase of the Class A Common Stock reported herein as beneficially held by Clinton were derived from (i) available working capital of Magnolia, for the shares of Class A Common Stock held directly by it; (ii) available working capital of CREL, for the shares of Class A Common Stock held directly by it; and (iii) margin borrowings described in the following sentence, for the shares of Class A Common Stock held directly by Magnolia and CREL. Such Class A Common Stock is held by Clinton in commingled margin accounts, which may extend margin credit to Clinton from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Class A Common Stock reported herein as beneficially owned by Clinton.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Paragraphs (a) – (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
   
  (a) The aggregate number and percentage of shares of Class A Common Stock to which this Schedule 13D relates is 5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock), constituting approximately 7.0% of the Issuer’s currently outstanding Class A Common Stock. The aggregate number and percentage of shares of Class A Common Stock reported herein are based upon the 84,309,311 shares of Class A Common Stock outstanding as of September 5, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended August 2, 2014 filed with the SEC on September 11, 2014.

 

   
  (i) Magnolia
    (a) As of the date hereof, Magnolia may be deemed the beneficial owner of 1,164,932 shares of Class A Common Stock.
      Percentage: Approximately 1.4% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,164,932 shares of Class A Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,164,932 shares of Class A Common Stock

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 11 of 17 Pages

 

       
  (ii) CREL:
    (a) As of the date hereof, CREL may be deemed the beneficial owner of 2,567,197 shares of Class A Common Stock (including options to purchase 62,500 shares of Class A Common Stock).
      Percentage: Approximately 3.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 2,567,197 shares of Class A Common Stock (including options to purchase 62,500 shares of Class A Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 2,567,197 shares of Class A Common Stock (including options to purchase 62,500 shares of Class A Common Stock)

 

         
  (iii) CRO:

 

    (a) As of the date hereof, CRO may be deemed the beneficial owner of 2,567,197 shares of Class A Common Stock (including options to purchase 62,500 shares of Class A Common Stock).
      Percentage: Approximately 3.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 2,567,197 shares of Class A Common Stock (including options to purchase 62,500 shares of Class A Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 2,567,197 shares of Class A Common Stock (including options to purchase 62,500 shares of Class A Common Stock)

 

         
  (iv) CSO:
    (a) As of the date hereof, CSO may be deemed the beneficial owner of 0 shares of Class A Common Stock.
      Percentage: Approximately 0.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 0
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 0

 

         
  (v) GEHC:    
    (a) As of the date hereof, GEHC may be deemed the beneficial owner of 0 shares of Class A Common Stock.
      Percentage: Approximately 0.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 0
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 0

 

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 12 of 17 Pages

 

 

   
  (vi) CGI:
    (a) As of the date hereof, CGI may be deemed the beneficial owner of 5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock).
      Percentage: Approximately 7.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock)

 

   
  (vii) Mr. Hall:

 

    (a) As of the date hereof, Mr. Hall may be deemed the beneficial owner of 5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock).
      Percentage: Approximately 7.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock)

 

         
 

(b) By virtue of investment management agreements with Magnolia, its ownership of CRO, a sub-advisory agreement governing a portion of a mutual fund portfolio (“CASF”) that beneficially owns 1,577,306 shares of Class A Common Stock (including options to purchase 75,400 shares of Class A Common Stock), and a sub-advisory agreement governing a mutual fund portfolio (“WKCAX”) that beneficially owns 589,095 shares of Class A Common Stock, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 5,898,530 shares of Class A Common Stock (including options to purchase 137,900 shares of Class A Common Stock) beneficially owned by Magnolia, CREL, CASF and WKCAX. By virtue of his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Class A Common Stock as to which CGI has voting power or dispositive power.

 

(c) All transactions in Class A Common Stock effected by the Reporting Persons since the filing of Amendment No. 19 are set forth in Schedule B hereto. Unless otherwise indicated, all such transactions were effected in the open market.

 

(e) CSO ceased to beneficially own any shares of Class A Common Stock on October 24, 2014. GEHC ceased to beneficially own any shares of Class A Common Stock on October 15, 2014.

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 13 of 17 Pages

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
Item 6 of this Schedule 13D is hereby amended and supplemented as follows:
 

 

As of the date hereof, the Reporting Persons are party to option contracts on an aggregate of 137,900 shares of Class A Common Stock with a $1.00 strike price and an expiration date of December 20, 2014.

 

Other than as previously reported in the Schedule 13D and the options described in this Item 6, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 14 of 17 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 29, 2014

    Clinton Magnolia Master Fund, Ltd.    
           
    By: Clinton Group, Inc., its investment manager    
           
    By: /s/ Francis Ruchalski    
    Name: Francis Ruchalski    
    Title: Chief Financial Officer    
         

 

    Clinton Relational Opportunity Master Fund, L.P.    
           
    By: Clinton Relational Opportunity, LLC, its investment manager    
           
    By: /s/ John Hall    
    Name: John Hall    
    Title: Authorized Signatory    
         

 

    Clinton Relational Opportunity, LLC    
           
    By: /s/ John Hall    
    Name: John Hall    
    Title: Authorized Signatory    
         

 

    Clinton Special Opportunities Master Fund, Ltd.    
         
    By: Clinton Group, Inc., its investment manager    
           
    By: /s/ Francis Ruchalski    
    Name: Francis Ruchalski    
    Title: Chief Financial Officer    
         

 

    GEH Capital, Inc.    
           
    By: /s/ Francis Ruchalski    
    Name: Francis Ruchalski    
    Title: Comptroller    

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 15 of 17 Pages

 

       
    Clinton Group, Inc.  
         
    By: /s/ Francis Ruchalski  
    Name: Francis Ruchalski  
    Title: Chief Financial Officer  
         
         
    /s/ George E. Hall  
    George E. Hall  
       
       

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 16 of 17 Pages

Schedule B

 

The following table sets forth all transactions with respect to the shares of Class A Common Stock effected since the filing of Amendment No. 19 by any of the Reporting Persons.  Except as otherwise noted, all such transactions in the table were effected in the open market through a broker.

Magnolia

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
10/9/2014 63,000 0.4514
10/9/2014 13,600 0.4248
10/9/2014 162,000 0.4311
10/9/2014 61,400 0.4427
10/10/2014 97,500 0.4249
10/10/2014 2,500 0.43
10/10/2014 161,486 0.4763
10/10/2014 27,086 0.4235
10/10/2014 11,429 0.493008
10/14/2014 137,600 0.4955
10/14/2014 13,000 0.4952
10/24/2014 (43,332) 0.4183
10/24/2014 (27,187) 0.4274
10/24/2014 115,000 0.4156
10/27/2014 4,100 0.4188
10/27/2014 51,550 0.4206
10/27/2014 27,700 0.414
10/28/2014 174,000 0.3817
     

 

CREL

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
10/10/2014 80,743 0.4763
10/10/2014 13,543 0.4235
10/10/2014 5,714 0.493008
10/14/2014 117,400 0.4955
10/14/2014 12,000 0.4952
10/15/2014 20,150 0.44
10/15/2014 9,800 0.4478
10/15/2014 35,000 0.4503
10/16/2014 73,440 0.451
10/20/2014 25,000 0.4545
10/20/2014 (20,000) 0.4076
10/20/2014 20,000 0.45
10/28/2014 (40,000) 0.3774
10/28/2014 286,000 0.3817
10/28/2014 (70,000) 0.3855

 

 

 

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 17 of 17 Pages

CSO

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
10/24/2014 (155,068) 0.4183

 

 

GEHC

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
10/8/2014 (16,400) 0.510763
10/9/2014 (300,000) 0.433416
10/10/2014 (300,000) 0.4235
10/14/2014 (133,520) 0.4961
10/15/2014 (149,153) 0.449622

 

CASF

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
10/15/2014 9,800 0.4478
10/15/2014 35,000 0.4503
10/15/2014 20,150 0.44
10/16/2014 5,000 0.4586
10/16/2014 90,920 0.451
10/28/2014 50,000 0.3817

 

WKCAX

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
10/8/2014 34,300 0.4985
10/8/2014 27,600 0.501
10/8/2014 30,400 0.5309
10/8/2014 25,000 0.5241
10/8/2014 39,600 0.5221
10/8/2014 13,100 0.5146
10/10/2014 97,500 0.4249
10/10/2014 2,500 0.43
10/10/2014 40,371 0.4763
10/10/2014 6,771 0.4235
10/10/2014 2,857 0.493008
10/13/2014 25,000 0.4977
10/16/2014 50,440 0.451
10/28/2014 50,000 0.3817