Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
Waitr Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
930752100
(CUSIP Number)
Eric S. Wagner, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue, New York, New York 10110
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 9, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.
*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 (the “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.
|
NAMES OF REPORTING PERSONS
|
|
Luxor Capital Partners, LP
|
|
|
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
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
249,075 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
249,075 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
249,075 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
2.4%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
(1) Includes 179,168 Shares (as defined below) and 69,907 Shares issuable upon conversion of the Convertible Notes (as defined below).
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Luxor Wavefront, LP
|
|
|
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
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
60,505 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
60,505 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
60,505 (1)
|
|
|
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 1.0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
(1) Includes 43,524 Shares and 16,981 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Luxor Capital Partners Offshore Master Fund, LP
|
|
|
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
|
|
176,266 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
176,266 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
176,266 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
1.7%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
(1) Includes 126,795 Shares and 49,471 Shares issuable upon conversion of the Convertible Notes..
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Luxor Capital Partners Offshore, 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
|
|
176,266 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
176,266 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
176,266 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
1.7%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
|
(1) Includes 126,795 Shares and 49,471 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Lugard Road Capital Master Fund, LP
|
|
|
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
|
|
539,648 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
539,648 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
539,648 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
5.1%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
(1) Includes 388,187 Shares and 151,461 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
LCG Holdings, LLC
|
|
|
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
|
|
485,846 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
485,846 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
485,846 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
4.6%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
(1) Includes 349,487 Shares and 136,359 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Lugard Road Capital GP, LLC
|
|
|
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
|
|
539,648 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
539,648 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
539,648 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
5.1%
|
|
|
14.
|
TYPE OF REPO
RTING PERSON
|
|
OO
|
|
(1) Includes 388,187 Shares and 151,461 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Luxor Capital Group, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF, 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
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
1,025,494 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,025,494 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,025,494 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.6%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
(1) Includes 737,674 Shares and 287,820 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Luxor Management, LLC
|
|
|
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
|
|
1,025,494 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,025,494 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,025,494 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.6%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
(1) Includes 737,674 Shares and 287,820 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Jonathan Green
|
|
|
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
|
|
United States
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
539,648 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
539,648 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
539,648 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
5.1%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
IN
|
|
(1) Includes 388,187 Shares and 151,461 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Christian Leone
|
|
|
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
|
|
United States
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
1,025,494 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,025,494 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,025,494 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.6%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
IN
|
|
(1) Includes 737,674 Shares and 287,820 Shares issuable upon conversion of the Convertible Notes.
The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned on August 1, 2022 (the “Initial Schedule 13D”),
as amended by Amendment No. 1 to the Initial Schedule 13D filed by the undersigned on November 22, 2022 (“Amendment No. 1”), and further amended by Amendment No. 2 filed by the undersigned on November 30, 2022 (“Amendment No. 2,” and collectively
with Amendment No.1 and the Initial Schedule 13D, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Shares”), of Waitr Holdings Inc., a Delaware corporation (the “Issuer”). This Amendment No. 3 amends and
supplements the Schedule 13D as specifically set forth herein. Except as set forth herein, the Schedule 13D is unmodified.
| Item 3. |
Source and Amount of Funds or Other Consideration.
|
The Reporting Persons paid the following to acquire the Shares reported as beneficially owned by the Onshore Fund,
the Wavefront Fund, the Offshore Master Fund and the Lugard Master Fund:
|
(i)
|
$3,688,385 in connection with the purchase of Shares; and
|
|
(ii)
|
the Reporting Persons obtained the Convertible Notes in connection with the Luxor Funds entering into the Convertible Notes
Agreement (as defined below). The Reporting Persons paid a total of $42,327,845 for the Convertible Notes currently owned by them.
|
The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund, the
Wavefront Fund, the Offshore Master Fund and the Lugard Master Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were
obtained from any margin account borrowings. See Item 4 of this Schedule 13D.
| Item 5. |
Interest in Securities of the Issuer.
|
(a)
The Onshore Fund may be deemed to beneficially own 249,075 Shares, including 69,907 Shares issuable upon
conversion of the Convertible Notes, constituting approximately 2.4% of outstanding Shares.
The Offshore Master Fund may be deemed to beneficially own 176,266, including 49,471 Shares issuable upon
conversion of the Convertible Notes, constituting approximately 1.7% of outstanding Shares. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to beneficially own the 176,266 Shares
beneficially owned by the Offshore Master Fund, constituting approximately 1.7% of the outstanding Shares.
The Lugard Master Fund may be deemed to beneficially own 539,648 Shares, including 151,461 Shares issuable upon
conversion of the Convertible Notes, constituting approximately 5.1% of outstanding Shares. Lugard GP, as the general partner of the Lugard Master Fund, may be deemed to beneficially own the 539,648 Shares beneficially owned in the aggregate by the
Lugard Master Fund, constituting approximately 5.1% of the outstanding Shares. Mr. Green, as a managing member of the Lugard GP, may be deemed to beneficially own the 539,648 Shares owned by the Lugard GP, constituting approximately 5.1% of the
outstanding Shares.
The Wavefront Fund may be deemed to beneficially own 60,505, including 16,981 Shares issuable upon conversion of
the Convertible Notes, constituting less than 1.0% of the outstanding Shares.
LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, may be
deemed to beneficially own the 485,846 Shares beneficially owned in the aggregate by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, constituting approximately 4.6% of the outstanding Shares.
Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to beneficially own the 1,025,494
Shares beneficially owned in the aggregate by the Luxor Funds, constituting approximately 9.6% of the outstanding Shares.
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to beneficially own the 1,025,494
Shares beneficially owned by Luxor Capital Group, constituting approximately 9.6% of the outstanding Shares.
Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own the 1,025,494 Shares
beneficially owned by Luxor Management, constituting approximately 9.6% of the outstanding Shares.
(b) Each of the Onshore Fund, LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone has shared power to vote or direct the vote of, and to dispose or
direct the disposition of, the Shares beneficially owned by the Onshore Fund.
Each of the Wavefront Fund, LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone has shared power to vote or
direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned by the Wavefront Fund.
Each of the Lugard Master Fund, Lugard GP, Luxor Capital Group, Luxor Management, Mr. Green and Mr.
Leone has shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned by the Lugard Master Fund.
Each of the Offshore Master Fund, the Offshore Feeder Fund, LCG Holdings, Luxor Capital Group, Luxor
Management and Mr. Leone has shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned by the Offshore Master Fund.
(c) The transactions effected by the Reporting Persons since the filing of Amendment No. 2 are set forth on Schedule B attached hereto.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true,
complete, and correct.
Dated: December 13, 2022
|
LUXOR CAPITAL PARTNERS, LP
|
|||
|
By:
|
LCG Holdings, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim
|
||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR WAVEFRONT, LP
|
|||
|
By:
|
LCG Holdings, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim
|
||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUGARD ROAD CAPITAL MASTER FUND, LP
|
|||
|
By:
|
Lugard Road Capital GP, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim
|
||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|||
|
By:
|
LCG Holdings, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim
|
||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
|||
|
By:
|
Luxor Capital Group, LP
Investment Manager
|
||
|
By:
|
/s/ Norris Nissim
|
||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR CAPITAL GROUP, LP
|
|||
|
By:
|
Luxor Management, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim
|
||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LCG HOLDINGS, LLC
|
|||
|
By:
|
/s/ Norris Nissim
|
||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUGARD ROAD CAPITAL GP, LLC
|
|||
|
By:
|
/s/ Norris Nissim
|
||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR MANAGEMENT, LLC
|
|||
|
By:
|
/s/ Norris Nissim
|
||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
/s/ Norris Nissim
|
|
|
NORRIS NISSIM, as Agent for Jonathan Green
|
|
/s/ Norris Nissim
|
|
|
NORRIS NISSIM, as Agent for Christian Leone
|
SCHEDULE B
TRANSACTIONS IN THE SECURITIES OF THE ISSUER EFFECTED BY THE REPORTING PERSONS SINCE THE FILING OF AMENDMENT NO. 2
|
Class of Security
|
Amount of Securities
Purchased/(Sold) |
Price ($)
|
Date of
Transactions |
|
LUXOR CAPITAL PARTNERS, LP
|
|||
|
Common Stock
|
(97)
|
$0.8386
|
12/1/2022
|
|
Common Stock
|
(1,500)
|
$0.7821
|
12/2/2022
|
|
Common Stock
|
(4,032)
|
$0.7524
|
12/5/2022
|
|
Common Stock
|
(146)
|
$0.707
|
12/6/2022
|
|
Common Stock
|
(13,001)
|
$0.6036
|
12/7/2022
|
|
Common Stock
|
(4,663)
|
$0.5388
|
12/8/2022
|
|
Common Stock
|
(13,359)
|
$0.5173
|
12/9/2022
|
|
Common Stock
|
(24,288)
|
$0.5033
|
12/12/2022
|
| Common Stock | (3,761) | $0.524 | 12/13/2022 |
|
LUXOR WAVEFRONT, LP
|
|||
|
Common Stock
|
(23)
|
$0.8386
|
12/1/2022
|
|
Common Stock
|
(364)
|
$0.7821
|
12/2/2022
|
|
Common Stock
|
(979)
|
$0.7524
|
12/5/2022
|
|
Common Stock
|
(35)
|
$0.707
|
12/6/2022
|
|
Common Stock
|
(3,158)
|
$0.6036
|
12/7/2022
|
|
Common Stock
|
(1,133)
|
$0.5388
|
12/8/2022
|
|
Common Stock
|
(3,245)
|
$0.5173
|
12/9/2022
|
|
Common Stock
|
(5,900)
|
$0.5033
|
12/12/2022
|
| Common Stock | (914) | $0.524 | 12/13/2022 |
|
LUGARD ROAD CAPITAL MASTER FUND, LP
|
|||
|
Common Stock
|
(211)
|
$0.8386
|
12/1/2022
|
|
Common Stock
|
(3,250)
|
$0.7821
|
12/2/2022
|
|
Common Stock
|
(8,735)
|
$0.7524
|
12/5/2022
|
|
Common Stock
|
(316)
|
$0.707
|
12/6/2022
|
|
Common Stock
|
(28,167)
|
$0.6036
|
12/7/2022
|
|
Common Stock
|
(10,104)
|
$0.5388
|
12/8/2022
|
|
Common Stock
|
(28,944)
|
$0.5173
|
12/9/2022
|
|
Common Stock
|
(52,623)
|
$0.5033
|
12/12/2022
|
| Common Stock | (8,149) | $0.524 | 12/13/2002 |
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
Common Stock
|
(69)
|
$0.8386
|
12/1/2022
|
|
Common Stock
|
(1,061)
|
$0.7821
|
12/2/2022
|
|
Common Stock
|
(2,853)
|
$0.7524
|
12/5/2022
|
|
Common Stock
|
(103)
|
$0.707
|
12/6/2022
|
|
Common Stock
|
(9,200)
|
$0.6036
|
12/7/2022
|
|
Common Stock
|
(3,300)
|
$0.5388
|
12/8/2022
|
|
Common Stock
|
(9,454)
|
$0.5173
|
12/9/2022
|
|
Common Stock
|
(17,189)
|
$0.5033
|
12/12/2022
|
| Common Stock | (2,661) | $0.524 | 12/13/2022 |