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SC 13D/A Filing
Rockwell Medical (RMTI) SC 13D/ARockwell Medical, Inc.
Filed: 23 Mar 17, 12:00am
1 | NAME OF REPORTING PERSON Richmond Brothers, Inc. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
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 MICHIGAN | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 5,172,452 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 5,172,452 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,172,452 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0% | ||
14 | TYPE OF REPORTING PERSON IA, CO |
1 | NAME OF REPORTING PERSON RBI Private Investment I, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 164,841 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 164,841 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,841 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
1 | NAME OF REPORTING PERSON RBI Private Investment II, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 29,802 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 29,802 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,802 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
1 | NAME OF REPORTING PERSON RBI PI Manager, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 194,643 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 194,643 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 194,643 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
1 | NAME OF REPORTING PERSON Richmond Brothers 401(k) Profit Sharing Plan | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
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 MICHIGAN | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 41,495 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 41,495 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,495 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON EP |
1 | NAME OF REPORTING PERSON David S. Richmond | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO, PF | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 371,055 | |
8 | SHARED VOTING POWER 5,242,197 | ||
9 | SOLE DISPOSITIVE POWER 371,055 | ||
10 | SHARED DISPOSITIVE POWER 5,242,197 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,613,252 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9% | ||
14 | TYPE OF REPORTING PERSON IN |
1 | NAME OF REPORTING PERSON Matthew J. Curfman | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO, PF | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 40,684 | |
8 | SHARED VOTING POWER 5,248,332 | ||
9 | SOLE DISPOSITIVE POWER 40,684 | ||
10 | SHARED DISPOSITIVE POWER 5,248,332 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,289,016 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3% | ||
14 | TYPE OF REPORTING PERSON IN |
1 | NAME OF REPORTING PERSON Norman J. Ravich Irrevocable Trust | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
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 MINNESOTA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 44,400 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 44,400 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,400 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
1 | NAME OF REPORTING PERSON Norman and Sally Ravich Family Trust | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
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 MINNESOTA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 18,500* | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 18,500* | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
1 | NAME OF REPORTING PERSON Alexander Coleman Ravich 1991 Irrevocable Trust | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
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 MINNESOTA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 25,000 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 25,000 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
1 | NAME OF REPORTING PERSON Alyssa Danielle Ravich 1991 Irrevocable Trust | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
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 MINNESOTA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 25,000 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 25,000 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
1 | NAME OF REPORTING PERSON Mark H. Ravich | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS PF, 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 USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 467,650* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 467,650* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 467,650* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%* | ||
14 | TYPE OF REPORTING PERSON IN |
Item 2. | Identity and Background. |
(i) | Richmond Brothers, Inc., a Michigan corporation (“Richmond Brothers”), which serves as the investment advisor to certain managed accounts (the “Separately Managed Accounts”); |
(ii) | RBI Private Investment I, LLC, a Delaware limited liability company (“RBI PI”); |
(iii) | RBI Private Investment II, LLC, a Delaware limited liability company (“RBI PII”); |
(iv) | RBI PI Manager, LLC, a Delaware limited liability company (“RBI Manager”), which serves as the manager of RBI PI and RBI PII; |
(v) | Richmond Brothers 401(k) Profit Sharing Plan, an employee benefit plan organized under the laws of Michigan (the “RBI Plan”); |
(vi) | David S. Richmond, who serves as Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan; |
(vii) | Matthew J. Curfman, who serves as President of Richmond Brothers and a trustee of the RBI Plan; |
(viii) | Norman J. Ravich Irrevocable Trust, a Minnesota trust (the “NJR Trust”); |
(ix) | Norman and Sally Ravich Family Trust, a Minnesota trust (the “NSR Trust”); |
(x) | Alexander Coleman Ravich 1991 Irrevocable Trust, a Minnesota trust (the “ACR Trust”); |
(xi) | Alyssa Danielle Ravich 1991 Irrevocable Trust, a Minnesota trust (the “ADR Trust” and together with the NJR Trust, NSR Trust and ACR Trust, the “Ravich Trusts”); and |
(xii) | Mark H. Ravich, who serves as the trustee of each of the Ravich Trusts. |
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 5. | Interest in Securities of the Issuer. |
A. | Richmond Brothers |
(a) | As of the close of business on March 22, 2017, 5,172,452 Shares were held in the Separately Managed Accounts. As the investment advisor to the Separately Managed Accounts, Richmond Brothers may be deemed the beneficial owner of the 5,172,452 Shares held in the Separately Managed Accounts. |
(b) | 1. Sole power to vote or direct vote: 5,172,452 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 5,172,452 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the securities of the Issuer through the Separately Managed Accounts by Richmond Brothers since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
B. | RBI PI |
(a) | As of the close of business on March 22, 2017, RBI PI beneficially owned 164,841 Shares. |
(b) | 1. Sole power to vote or direct vote: 164,841 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 164,841 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | RBI PI has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. |
C. | RBI PII |
(a) | As of the close of business on March 22, 2017, RBI PII beneficially owned 29,802 Shares. |
(b) | 1. Sole power to vote or direct vote: 29,802 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 29,802 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the securities of the Issuer by RBI PII since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
D. | RBI Manager |
(a) | As the manager of RBI PI and RBI PII, RBI Manager may be deemed the beneficial owner of the (i) 164,841 Shares owned by RBI PI and (ii) 29,802 Shares owned by RBI PII. |
(b) | 1. Sole power to vote or direct vote: 194,643 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 194,643 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | RBI Manager has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. The transactions in the securities of the Issuer on behalf of RBI PII since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
E. | RBI Plan |
(a) | As of the close of business on March 22, 2017, the RBI Plan beneficially owned 41,495 Shares. |
(b) | 1. Sole power to vote or direct vote: 41,495 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 41,495 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the securities of the Issuer by the RBI Plan since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
F. | Mr. Richmond |
(a) | As of the close of business on March 22, 2017, Mr. Richmond beneficially owned 204,662 Shares, including 28,096 Shares directly owned by his spouse, 147 Shares directly owned by his daughter and 7 Shares directly owned by his son. As the Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan, Mr. Richmond may also be deemed the beneficial owner of the (i) 5,172,452 Shares held in the Separately Managed Accounts, (ii) 164,841 Shares owned by RBI PI, (iii) 29,802 Shares owned by RBI PII and (iv) 41,495 Shares owned by the RBI Plan. |
(b) | 1. Sole power to vote or direct vote: 371,055 |
2. Shared power to vote or direct vote: 5,242,197 |
3. Sole power to dispose or direct the disposition: 371,055 |
4. Shared power to dispose or direct the disposition: 5,242,197 |
(c) | Mr. Richmond has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. The transactions in the securities of the Issuer through the Separately Managed Accounts and by RBI PII and the RBI Plan since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
G. | Mr. Curfman |
(a) | As of the close of business on March 22, 2017, Mr. Curfman beneficially owned 75,069 Shares, including 34,385 Shares directly owned by his spouse. As the President of Richmond Brothers and a trustee of the RBI Plan, Mr. Curfman may also be deemed the beneficial owner of the (i) 5,172,452 Shares held in the Separately Managed Accounts and (ii) 41,495 Shares owned by the RBI Plan. |
(b) | 1. Sole power to vote or direct vote: 40,684 |
2. Shared power to vote or direct vote: 5,248,332 |
3. Sole power to dispose or direct the disposition: 40,684 |
4. Shared power to dispose or direct the disposition: 5,248,332 |
(c) | Mr. Curfman has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. The transactions in the securities of the Issuer through the Separately Managed Accounts and by the RBI Plan since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
H. | NJR Trust |
(a) | As of the close of business on March 22, 2017, the NJR Trust beneficially owned 44,400 Shares. |
(b) | 1. Sole power to vote or direct vote: 44,400 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 44,400 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The NJR Trust has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. |
I. | NSR Trust |
(a) | As of the close of business on March 22, 2017, the NSR Trust beneficially owned 18,500 Shares, representing Shares underlying certain call options. |
(b) | 1. Sole power to vote or direct vote: 18,500 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 18,500 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The NSR Trust has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. |
J. | ACR Trust |
(a) | As of the close of business on March 22, 2017, the ACR Trust beneficially owned 25,000 Shares. |
(b) | 1. Sole power to vote or direct vote: 25,000 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 25,000 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The ACR Trust has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. |
K. | ADR Trust |
(a) | As of the close of business on March 22, 2017, the ADR Trust beneficially owned 25,000 Shares. |
(b) | 1. Sole power to vote or direct vote: 25,000 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 25,000 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The ADR Trust has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. |
L. | Mr. Ravich |
(a) | As of the close of business on March 22, 2017, Mr. Ravich directly beneficially owned 354,750 Shares, including 70,000 Shares underlying certain call options. In addition, as the trustee of each of the Ravich Trusts, Mr. Ravich may be deemed the beneficial owner of the (i) 44,400 Shares owned by the NJR Trust, (ii) 18,500 Shares beneficially owned by the NSR Trust, (iii) 25,000 Shares owned by the ACR Trust and (iv) 25,000 Shares owned by the ADR Trust. |
(b) | 1. Sole power to vote or direct vote: 467,650 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 467,650 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | Mr. Ravich has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
99.1 | Joinder Agreement, dated March 21, 2017. |
Richmond Brothers, Inc. | |||
By: | /s/ David S. Richmond | ||
Name: | David S. Richmond | ||
Title: | Chairman |
RBI Private Investment I, LLC | |||
By: | RBI PI Manager, LLC | ||
Manager | |||
By: | /s/ David S. Richmond | ||
Name: | David S. Richmond | ||
Title: | Manager |
RBI Private Investment II, LLC | |||
By: | RBI PI Manager, LLC | ||
Manager | |||
By: | /s/ David S. Richmond | ||
Name: | David S. Richmond | ||
Title: | Manager |
By: | RBI PI Manager, LLC | ||
By: | /s/ David S. Richmond | ||
Name: | David S. Richmond | ||
Title: | Manager |
By: | Richmond Brothers 401(k) Profit Sharing Plan | ||
By: | /s/ David S. Richmond | ||
Name: | David S. Richmond | ||
Title: | Trustee |
/s/ David S. Richmond | |
David S. Richmond |
/s/ Matthew J. Curfman | |
Matthew J. Curfman |
Norman J. Ravich Irrevocable Trust | |||
By: | /s/ Mark H. Ravich | ||
Name: | Mark H. Ravich | ||
Title: | Trustee |
Alexander Coleman Ravich 1991 Irrevocable Trust | |||
By: | /s/ Mark H. Ravich | ||
Name: | Mark H. Ravich | ||
Title: | Trustee |
Alyssa Danielle Ravich 1991 Irrevocable Trust | |||
By: | /s/ Mark H. Ravich | ||
Name: | Mark H. Ravich | ||
Title: | Trustee |
Norman and Sally Ravich Family Trust | |||
By: | /s/ Mark H. Ravich | ||
Name: | Mark H. Ravich | ||
Title: | Trustee |
/s/ Mark H. Ravich | |
Mark H. Ravich |
Nature of Transaction | Securities Purchased/(Sold) | Price per Share ($) | Date of Purchase / Sale |
Purchase of Common Stock | 1,449 | 6.0900 | 03/03/2017 |
Purchase of Common Stock | 808 | 6.1735 | 03/03/2017 |
Purchase of Common Stock | 521 | 5.9554 | 03/03/2017 |
Purchase of Common Stock | 76 | 5.9561 | 03/03/2017 |
Purchase of Common Stock | 76 | 5.9561 | 03/03/2017 |
Purchase of Common Stock | 252 | 5.9590 | 03/03/2017 |
Purchase of Common Stock | 252 | 5.9510 | 03/03/2017 |
Sale of Common Stock | (366) | 6.2101 | 03/03/2017 |
Sale of Common Stock | (84) | 5.9993 | 03/03/2017 |
Sale of Common Stock | (75) | 5.9500 | 03/03/2017 |
Sale of Common Stock | (75) | 5.9890 | 03/03/2017 |
Sale of Common Stock | (150) | 5.9546 | 03/03/2017 |
Sale of Common Stock | (147) | 5.9700 | 03/03/2017 |
Sale of Common Stock | (622) | 5.9500 | 03/06/2017 |
Sale of Common Stock | (1,225) | 5.9575 | 03/06/2017 |
Sale of Common Stock | (1,964) | 5.9500 | 03/06/2017 |
Sale of Common Stock | (311) | 5.9566 | 03/07/2017 |
Sale of Common Stock | (2,188) | 5.9538 | 03/07/2017 |
Sale of Common Stock | (295) | 6.1095 | 03/09/2017 |
Purchase of Common Stock | 923 | 5.9650 | 03/13/2017 |
Sale of Common Stock | (923) | 5.9434 | 03/13/2017 |
Sale of Common Stock | (2,078) | 5.8413 | 03/13/2017 |
Sale of Common Stock | (4,448) | 5.6504 | 03/14/2017 |
Purchase of Common Stock | 1,407 | 6.0217 | 03/16/2017 |
Sale of Common Stock | (1,931) | 5.8300 | 03/17/2017 |
Sale of Common Stock* | (458) | * | 03/20/2017 |
Purchase of Common Stock | 876 | 5.7126 | 03/22/2017 |
Purchase of Common Stock | 8,726 | 5.7262 | 03/21/2017 |
Purchase of Common Stock | 21,076 | 5.9359 | 03/22/2017 |
Purchase of Common Stock | 7,408 | 5.7262 | 03/21/2017 |