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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK, NY 10022 |
X | X | ||
Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN, E9 KY1-1104 |
X | |||
Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK, NY 10022 |
X | X |
Armistice Capital, LLC, By: /s/ Steven Boyd, Managing Member | 03/16/2020 | |
**Signature of Reporting Person | Date | |
Armistice Capital Master Fund Ltd., By: /s/ Steven Boyd, Director | 03/16/2020 | |
**Signature of Reporting Person | Date | |
/s/ Steven Boyd | 03/16/2020 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | The reported shares of the issuer's common stock (the "Shares") are directly owned by Armistice Capital Master Fund Ltd. (the "Master Fund"), a Cayman Islands corporation. |
(2) | The reported Shares may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), a Delaware limited liability company, as the investment manager of the Master Fund. |
(3) | Steven Boyd ("Mr. Boyd") may be deemed to indirectly beneficially own 26,209,386 Shares in his capacity as the Managing Member of Armistice Capital, the investment manager of the Master Fund. Mr. Boyd may also be deemed to directly own 412,442 Shares as a result of an in-kind distribution of Shares made by the Master Fund as described in footnote 5 below. |
(4) | The reported securities are directly owned by a separately managed account client (the "SMA") of Armistice Capital, and may be deemed to be indirectly beneficially owned by Armistice Capital as the investment manager of such SMA. The reported securities may also be deemed to be indirectly beneficially owned by Mr. Boyd as Managing Member of Armistice Capital. |
(5) | The reported transaction was an in-kind distribution of Shares by the Master Fund to certain of its direct and indirect investors. For the avoidance of doubt, no Shares were sold by any of the reporting persons. |
Remarks: Armistice Capital, the Master Fund and Mr. Boyd disclaim beneficial ownership of the reported Shares except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |