Sec Form 13D Filing - Ancora Advisors LLC filing for FORWARD AIR CORP (FWRD) - 2022-02-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Forward Air Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

349853101

(CUSIP Number)

 

FREDERICK DiSANTO

c/o Ancora Holdings Group, LLC

6060 Parkland Boulevard, Suite 200

Cleveland, Ohio 44124

(216) 825-4000

 

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 15, 2022

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              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).

1

NAME OF REPORTING PERSON

Ancora Merlin, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

14,335

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

14,335

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,335

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

1

NAME OF REPORTING PERSON

Ancora Merlin Institutional, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

168,824

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

168,824

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

168,824

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

Ancora Catalyst, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

14,952

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

14,952

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,952

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

Ancora Catalyst Institutional, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

171,397

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

171,397

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

171,397

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

Ancora Catalyst SPV I LP – Series I*

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

77,418

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

77,418

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

77,418

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

*This Series I is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

 

	1		NAME OF REPORTING PERSON
				Ancora Catalyst SPV I LP – Series J*
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							376,302
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							376,302
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				376,302
	12		CHECK BOX 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
				PN

  

*This Series J is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

 

1

NAME OF REPORTING PERSON

Ancora Catalyst SPV I LP – Series K*

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

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

PN

  

*This Series J is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

 

	1		NAME OF REPORTING PERSON
				Ancora Catalyst SPV I LP – Series L*
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
	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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				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
				PN

  

*This Series L is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

 

	1		NAME OF REPORTING PERSON
				Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				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
				CAYMAN ISLANDS
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							345,240
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							345,240
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				345,240
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.3%
	14		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				Ancora Advisors, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				NEVADA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				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
				IA, OO

  

 

	1		NAME OF REPORTING PERSON
				Ancora Alternatives LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO, AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				OHIO
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,345,991
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,345,991
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,345,991
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.99%
	14		TYPE OF REPORTING PERSON
				IA, OO

  

 

1

NAME OF REPORTING PERSON

Ancora Family Wealth Advisors, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO, AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

OHIO

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

100

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

100

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

IA, OO

  

 

	1		NAME OF REPORTING PERSON
				The Ancora Group LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				OHIO
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				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 PERSON

Inverness Holdings, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO, AF

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

100

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

100

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

  

 

	1		NAME OF REPORTING PERSON
				Ancora Holdings Group, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO, AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				OHIO
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,346,091
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,346,091
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,346,091
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.99%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				Frederick DiSanto
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				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
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,346,091
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,346,091
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,346,091
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.99%
	14		TYPE OF REPORTING PERSON
				IN

  

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

 

The Shares purchased by each of the Ancora Funds and held in the Ancora Advisors SMA and the Ancora Family Wealth SMA were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 14,335 Shares owned directly by Ancora Merlin is approximately $696,832, including brokerage commissions. The aggregate purchase price of the 168,824 Shares owned directly by Ancora Merlin Institutional is approximately $8,290,421, including brokerage commissions. The aggregate purchase price of the 14,952 Shares owned directly by Ancora Catalyst is approximately $817,418, including brokerage commissions. The aggregate purchase price of the 171,397 Shares owned directly by Ancora Catalyst Institutional is approximately $8,417,441, including brokerage commissions. The aggregate purchase price of the 77,418 Shares owned directly by Ancora SPV I is approximately $4,415,852, including brokerage commissions. The aggregate purchase price of the 376,302 Shares owned directly by Ancora SPV J is approximately $22,169,564, including brokerage commissions. The aggregate purchase price of the 345,240 Shares owned directly by Ancora SPC E is approximately $22,689,304, including brokerage commissions. The aggregate purchase price of the 177,523 Shares held in the Ancora Alternatives SMAs is approximately $14,532,758, including brokerage commissions. The aggregate purchase price of the 100 Shares held by the Ancora Family Wealth SMA is approximately $9,067, including brokerage commissions.

 

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

The sale of Shares reported herein was undertaken to effectuate a rebalancing of the Reporting Persons’ portfolio in light of recent market volatility and the appreciation in the Issuer’s stock price since the Reporting Persons’ investment was made. The Reporting Persons are encouraged by the Issuer’s turnaround and remain strong believers in the future prospects of the Issuer, and intend to remain a significant shareholder.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 26,958,243 Shares outstanding as of November 4, 2021 which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.

 

A.

Ancora Merlin

(a)

As of the close of business on February 15, 2022, Ancora Merlin beneficially owned directly 14,335 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 14,335 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 14,335

 

B.

Ancora Merlin Institutional

(a)

As of the close of business on February 15, 2022, Ancora Merlin Institutional beneficially owned directly 168,824 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 168,824 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 168,824

 

C.

Ancora Catalyst

(a)

As of the close of business on February 15, 2022, Ancora Catalyst beneficially owned directly 14,952 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 14,952 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 14,952

 

D.

Ancora Catalyst Institutional

(a)

As of the close of business on February 15, 2022, Ancora Catalyst Institutional beneficially owned directly 171,397 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 171,397 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 171,397

 

E.

Ancora SPV I

(a)

As of the close of business on February 15, 2022, Ancora SPV I beneficially owned directly 77,418 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 77,418 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 77,418

 

F.

Ancora SPV J

(a)

As of the close of business on February 15, 2022, Ancora SPV J beneficially owned directly 376,302 Shares.

Percentage: 1.4%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 376,302 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 376,302

 

G.

Ancora SPV K

(a)

As of the close of business on February 15, 2022, Ancora SPV K does not beneficially own any Shares.

Percentage: 0%

(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

 

H.

Ancora SPV L

(a)

As of the close of business on February 15, 2022, Ancora SPV L does not beneficially own any Shares.

Percentage: 0%

(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

 

I.

Ancora SPC E

(a)

As of the close of business on February 15, 2022, Ancora SPC E beneficially owned directly 345,240 Shares.

Percentage: Approximately 1.3%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 345,240 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 345,240

 

J.

Ancora Advisors

(a)

As of the close of business on February 15, 2022, Ancora Advisors does not beneficially own any Shares.

Percentage: 0%

(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

 

K.

Ancora Alternatives

(a)

Ancora Alternatives, as the investment advisor to each of the Ancora Funds and the Ancora Alternatives SMAs and the general partner of each of the Ancora LP Funds, may be deemed to beneficially own 1,345,991 Shares consisting of (i) 14,335 Shares beneficially owned directly by Ancora Merlin, (ii) 168,824 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 14,952 Shares beneficially owned directly by Ancora Catalyst, (iv) 171,397 Shares beneficially owned directly by Ancora Catalyst Institutional, (v) 77,418 Shares beneficially owned directly by Ancora SPV I, (vi) 376,302 Shares beneficially owned directly by Ancora SPV J, (vii) 345,240 Shares beneficially owned directly by Ancora SPC E and (viii) 177,523 Shares held in the Ancora Alternatives SMAs.

Percentage: Approximately 4.99%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,345,991 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,345,991

 

L.

Ancora Family Wealth

(a)

As of the close of business on February 15, 2022, 100 Shares were held in the Ancora Family Wealth SMA. Ancora Family Wealth, as the investment advisor to the Ancora Family Wealth SMA, may be deemed to beneficially own the 100 Shares held in the Ancora Family Wealth SMA.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 100 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 100

 

M.

Ancora LLC

(a)

As of the close of business on February 15, 2022, Ancora LLC. does not beneficially own any Shares.

Percentage: 0%

(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

 

N.

Inverness Holdings

(a)

Inverness Holdings, as the sole member of Ancora Family Wealth, may be deemed to beneficially own the 100 Shares held in the Ancora Family Wealth SMA.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 100 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 100

 

O.

Ancora Holdings

(a)

Ancora Holdings, as the sole member of each of Ancora Alternatives and Inverness Holdings, and as the sole shareholder of Ancora LLC, may be deemed to beneficially own 1,346,091 Shares consisting of (i) 14,335 Shares beneficially owned directly by Ancora Merlin, (ii) 168,824 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 14,952 Shares beneficially owned directly by Ancora Catalyst, (iv) 171,397 Shares beneficially owned directly by Ancora Catalyst Institutional, (v) 77,418 Shares beneficially owned directly by Ancora SPV I, (vi) 376,302 Shares beneficially owned directly by Ancora SPV J, (vii) 345,240 Shares beneficially owned directly by Ancora SPC E, (viii) 177,523 Shares held in the Ancora Alternatives SMAs and (ix) 100 Shares held in the Ancora Family Wealth SMA.

Percentage: Approximately 4.99%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,346,091 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,346,091

 

P.

Mr. DiSanto

(a)

Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora Holdings, may be deemed to beneficially own 1,346,091 Shares consisting of (i) 14,335 Shares beneficially owned directly by Ancora Merlin, (ii) 168,824 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 14,952 Shares beneficially owned directly by Ancora Catalyst, (iv) 171,397 Shares beneficially owned directly by Ancora Catalyst Institutional, (v) 77,418 Shares beneficially owned directly by Ancora SPV I, (vi) 376,302 Shares beneficially owned directly by Ancora SPV J, (vii) 345,240 Shares beneficially owned directly by Ancora SPC E, (viii) 177,523 Shares held in the Ancora Alternatives SMAs and (ix) 100 Shares held in the Ancora Family Wealth SMA.

Percentage: Approximately 4.99%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,346,091 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,346,091

 

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)

The transactions in the Shares by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted.

(d) Not applicable.

(e) As of the close of business on February 15, 2022, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

SIGNATURES

 

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

Dated: February 16, 2022

	Ancora Merlin, LP
	Ancora Merlin Institutional, LP
	Ancora Catalyst, LP
	Ancora Catalyst Institutional, LP
	Ancora Catalyst SPV I LP – Series I
	Ancora Catalyst SPV I LP – Series J
	Ancora Catalyst SPV I LP – Series K
	Ancora Catalyst SPV I LP – Series L
	By:	Ancora Alternatives LLC, its Investment Advisor and General Partner
	By:	Ancora Holdings Group, LLC, its Sole Member
	By:	/s/ Frederick DiSanto
		Name:	Frederick DiSanto
		Title:	Chairman and Chief Executive Officer

 

 

	Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E
	By:	Ancora Alternatives LLC, its Investment Advisor
	By:	Ancora Holdings Group, LLC, its Sole Member
	By:	/s/ Frederick DiSanto
		Name:	Frederick DiSanto
		Title:	Chairman and Chief Executive Officer

 

 

	Ancora Alternatives LLC
	By:	Ancora Holdings Group, LLC, its Sole Member
	By:	/s/ Frederick DiSanto
		Name:	Frederick DiSanto
		Title:	Chairman and Chief Executive Officer

 

 

	Ancora Advisors, LLC
	By:	The Ancora Group LLC, its Sole Member
	By:	Ancora Holdings Group, LLC, its Sole Member
	By:	/s/ Frederick DiSanto
		Name:	Frederick DiSanto
		Title:	Chairman and Chief Executive Officer

 

 

	Ancora Family Wealth Advisors, LLC
	By:	Inverness Holdings LLC, its Sole Member
	By:	Ancora Holdings Group, LLC, its Sole Member
	By:	/s/ Frederick DiSanto
		Name:	Frederick DiSanto
		Title:	Chairman and Chief Executive Officer

 

 

	The Ancora Group LLC
	By:	Ancora Holdings Group, LLC, its Sole Member
	By:	/s/ Frederick DiSanto
		Name:	Frederick DiSanto
		Title:	Chairman and Chief Executive Officer

 

 

	Inverness Holdings LLC
	By:	Ancora Holdings Group, LLC, its Sole Member
	By:	/s/ Frederick DiSanto
		Name:	Frederick DiSanto
		Title:	Chairman and Chief Executive Officer

 

 

	Ancora Holdings Group, LLC
	By:	/s/ Frederick DiSanto
		Name:	Frederick DiSanto
		Title:	Chairman and Chief Executive Officer
	/s/ Frederick DiSanto
	Frederick DiSanto

 

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 3 to the Schedule 13D

Nature of Transaction

Amount of Securities Purchased/(Sold)

Price per Security ($)

Date of Purchase/Sale

 

ANCORA MERLIN, LP

 

Sale of Common Stock

(585)

100.9900

02/15/2022

 

ANCORA MERLIN INSTITUTIONAL, LP

 

Sale of Common Stock

(6,900)

100.9900

02/15/2022

 

ANCORA CATALYST, LP

 

Sale of Common Stock

(611)

100.9900

02/15/2022

 

ANCORA CATALYST INSTITUTIONAL, LP

 

Sale of Common Stock

(7,000)

100.9900

02/15/2022

 

ANCORA CATALYST SPV I LP – SERIES I

 

Sale of Common Stock

(3,163)

100.9900

02/15/2022

 

ANCORA CATALYST SPV I LP – SERIES J

 

Sale of Common Stock

(15,378)

100.9900

02/15/2022

 

ANCORA CATALYST SPV I SPC LTD. – SEGREGATED PORTFOLIO E

 

Sale of Common Stock

(14,109)

100.9900

02/15/2022

 

ANCORA ALTERNATIVES, LLC

(through the Ancora Alternatives SMAs)

 

Sale of Common Stock	(1,129)	100.9900	02/15/2022
Sale of Common Stock	(6,125)	100.9900	02/15/2022