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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C Warrants | Â (3) | Â (3) | Common Stock | 360,592 | $ (3) | D (1) | Â |
| Series D Warrants | Â (4) | Â (4) | Common Stock | 736,780 | $ (4) | D (1) | Â |
| Series E Warrants | Â (5) | Â (5) | Common Stock | 4,311,791 | $ (5) | D (1) | Â |
| Series C Warrants | Â (3) | Â (3) | Common Stock | 491,070 | $ (3) | D (2) | Â |
| Series D Warrants | Â (4) | Â (4) | Common Stock | 1,003,373 | $ (4) | D (2) | Â |
| Series E Warrants | Â (5) | Â (5) | Common Stock | 5,869,008 | $ (5) | D (2) | Â |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WHITEBOX ASYMMETRIC PARTNERS LP MOURANT OZANNES CORP SERVICES (CYMN) LTD 94 SOLARIS AVENUE CAMANA BAY, GRAND CAYMAN, E9 KY1-1108 |
 |  X |  |  |
| Whitebox Credit Partners, L.P. ESTERA CORPORATE SERVICES (BVI) LIMITED JAYLA PLACE, WICKHAMS CAY 1, BOX 3190 ROAD TOWN, TORTOLA, D8 VG1110 |
 |  X |  |  |
| Whitebox Asymmetric Partners, LP, By: Whitebox General Partner LLC, By: /s/ Mark Strefling, Mark Strefling, Chief Executive Officer | 09/17/2018 | |
| **Signature of Reporting Person | Date | |
| WHITEBOX CREDIT PARTNERS, LP By: Whitebox General Partner LLC, By: /s/ Mark Strefling, Mark Strefling, Chief Executive Officer | 09/17/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These securities are directly owned by Whitebox Asymmetric Partners, LP ("WAP"). WAP disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and affirmatively disclaims being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, with any other person or entity. |
| (2) | These securities are directly owned by Whitebox Credit Partners, LP ("WCP"). WCP disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and affirmatively disclaims being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, with any other person or entity. |
| (3) | The derivative securities were acquired pursuant to the exchange offer (the "Exchange Offer") and consent solicitation related to the Issuer's 10.000% Senior Secured Second Lien Notes due 2019 and the Issuer's 10.000% Senior Secured Notes due 2019. Pursuant to the warrant agreement, each Series C Warrant gives the holder thereof the right to purchase one share of common stock, subject to certain exceptions. The Series C Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions. Reference is made to the Issuer's 8-K and Exhibit 10.2 attached thereto filed on February 1, 2018, which is incorporated by reference. |
| (4) | The derivative securities were acquired in connection with a mandatory conversion by the Issuer of the Mandatorily Convertible Series B Preferred Stock, par value $0.0001 ("Series B Preferred Stock"), into shares of common stock and/or series D warrants of the Issuer (the "Series D Warrants"). WAP and WCP, as holders thereof, elected to receive solely Series D Warrants. Pursuant to the Warrant Agreement, each Series D Warrant gives the holder thereof the right to purchase one share of Common Stock, subject to certain exceptions. The Series D Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions. Reference is made to the Issuer's 8-K and Exhibit 10.1 attached thereto filed on March 8, 2018, which is incorporated by reference. |
| (5) | The derivative securities were acquired in connection with a conversion by the Issuer of 8.0% Cumulative Perpetual Series A Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock") into shares of common stock and/or series E warrants of the Issuer (the "Series E Warrants"). WAP and WCP, as holders thereof, elected to receive solely Series E Warrants. Pursuant to the warrant agreement, each Series E Warrant gives the holder thereof the right to purchase one share of common stock, subject to certain exceptions. The Series E Warrants have an initial exercise price of $0.0001 per share of Common Stock, subject to customary anti-dilution provisions. Reference is made to the Issuer's 8-K and Exhibit 4.1 attached thereto filed on September 11, 2018, which is incorporated by reference. |