Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
As of the close of business on February 1, 2017:
i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 1,136,885 shares of the Issuer’s Common Stock;
ii) Integrated Assets II LLC, a Delaware limited liability company ("Integrated Assets II"), beneficially owned 21 shares of the Issuer’s Common Stock as it held warrants to purchase 21 shares of the Issuer’s Common Stock;
iii) ICS Opportunities, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 19,687 shares of the Issuer’s Common Stock as it held 40 shares of the Issuer’s Common Stock and warrants to purchase 19,647 shares of the Issuer’s Common Stock;
iv) Cognizant Holdings, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Cognizant Holdings"), beneficially owned 180,470 shares of the Issuer’s Common Stock; and
v) Integrated Assets, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Integrated Assets"), beneficially owned 318,121 shares of the Issuer’s Common Stock.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities, Cognizant Holdings and Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities, Cognizant Holdings and Integrated Assets.
Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), is the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities, Cognizant Holdings and Integrated Assets.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and Integrated Assets II and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Integrated Assets II. Millennium Management is also the general partner of the 100% shareholder of ICS Opportunities, Cognizant Holdings and Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities, Cognizant Holdings and Integrated Assets.
Israel A. Englander, a United States citizen ("Mr. Englander"), is the managing member of Millennium International Management GP and Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Integrated Assets II, ICS Opportunities, Cognizant Holdings and Integrated Assets.
The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium International Management GP, Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, Integrated Assets II, ICS Opportunities, Cognizant Holdings or Integrated Assets, as the case may be.
(b) Percent of Class:
As of the close of business on February 1, 2017, Millennium Management and Mr. Englander may be deemed to have beneficially owned 1,655,184 shares or 6.4% of the Issuer’s Common Stock outstanding (see Item 4(a) above). The above percentage was calculated based on 25,825,802 shares of Common Stock outstanding as reported in the Issuer’s press release dated December 22, 2016 and filed as Exhibit 99.2 to the Issuer’s Form 8-K dated December 23, 2016.
| |
| | | | | | | | | | |
CUSIP No. | | 06985P209 | SCHEDULE 13G | Page | | 14 | | of | | 17 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote
1,655,184 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
1,655,184 (See Item 4(b))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the followingo.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| |
| | | | | | | | | | |
CUSIP No. | | 06985P209 | SCHEDULE 13G | Page | | 15 | | of | | 17 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 1, 2017, by and among Integrated Core Strategies (US) LLC, Integrated Assets II LLC, ICS Opportunities, Ltd., Cognizant Holdings, Ltd., Integrated Assets, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.
| |
| | | | | | | | | | |
CUSIP No. | | 06985P209 | SCHEDULE 13G | Page | | 16 | | of | | 17 |
| | | | | | | | | | |
| | | SIGNATURE | | | | | | | |
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: February 1, 2017
| |
|
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
|
By: /s/ David Nolan |
Name: David Nolan Title: Vice Chairman | INTEGRATED ASSETS II LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
|
By: /s/ David Nolan |
Name: David Nolan Title: Vice Chairman | ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager
|
|
By: /s/David Nolan |
Name: David Nolan Title: Vice Chairman | COGNIZANT HOLDINGS, LTD.
By: Millennium International Management LP, its Investment Manager
|
|
By: /s/David Nolan |
Name: David Nolan Title: Vice Chairman | INTEGRATED ASSETS, LTD.
By: Millennium International Management LP, its Investment Manager
|
|
By: /s/David Nolan |
Name: David Nolan Title: Vice Chairman | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
|
By: /s/David Nolan |
Name: David Nolan Title: Vice Chairman | MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC |
|
By: /s/David Nolan |
Name: David Nolan Title: Vice Chairman | MILLENNIUM MANAGEMENT LLC |
|
By: /s/David Nolan |
Name: David Nolan Title: Vice Chairman | |
/s/ Israel A. Englander by David Nolan pursuant to Power of Attorney filed with the SEC on June 6, 2005 |
Israel A. Englander
|