UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Endeavour International Corporation
(Name of Issuer)
Common Shares, $0.001 par value per share
(Title of Class of Securities)
29259G200
(CUSIP Number)
ENDEAVOUR INVESTORS FOR SHAREHOLDER VALUE
Jared S. Sturdivant
O-CAP Management, L.P.
600 Madison Avenue, 14th Floor
New York, New York 10022
212-554-4622
Jeffrey E. Eberwein
One Stamford Plaza
263 Tresser Blvd, 9th Floor
Stamford, Connecticut 06901
203-564-1405
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
March 29, 2013
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 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 (“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).
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON JEFFREY E. EBERWEIN | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 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 550,000 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 550,000 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 550,0001 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
2
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON O-CAP MANAGEMENT, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 2,089,774 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 2,089,774 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,089,7741 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% | ||
| 14 | TYPE OF REPORTING PERSON IA | ||
3
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON O-CAP PARTNERS, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 - 0 - | |
| 8 | SHARED VOTING POWER 969,915 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 969,915 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 969,9151 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
4
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON O-CAP OFFSHORE MASTER FUND, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 695,116 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 695,116 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 695,1161 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
1 Includes 138,700 shares of Common Stock underlying certain options exercisable within 60 days.
5
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON O-CAP OFFSHORE FUND, LTD. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 695,116 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 695,116 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 695,1161 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
6
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON O-CAP ADVISORS, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 1,665,031 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 1,665,031 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,665,0311 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
7
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON O-CAP GP, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 2,089,774 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 2,089,774 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,089,7741 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
8
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON MICHAEL E. OLSHAN | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 2,089,774 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 2,089,774 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,089,7741 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
9
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON JARED S. STURDIVANT | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 19,500 | |
| 8 | SHARED VOTING POWER 2,089,774 | ||
| 9 | SOLE DISPOSITIVE POWER 19,500 | ||
| 10 | SHARED DISPOSITIVE POWER 2,089,774 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,109,2741 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
1 Includes 325,000 shares of Common Stock underlying certain options exercisable within 60 days.
10
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON STEELHEAD NAVIGATOR MASTER, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,185,013 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 6,185,013 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,185,013 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.0% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
11
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON STEELHEAD PARTNERS, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 6,195,013 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 6,342,979 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,342,9791 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% | ||
| 14 | TYPE OF REPORTING PERSON IA | ||
1 Includes 147,966 shares of Common Stock held in accounts managed by Steelhead Partners, LLC over which Steelhead Partners, LLC has dispositive but not voting power.
12
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON JAMES MICHAEL JOHNSTON | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 6,195,013 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 6,342,979 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,342,9791 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% | ||
| 14 | TYPE OF REPORTING PERSON IN, HC | ||
1 Includes 147,966 shares of Common Stock held in accounts managed by Steelhead Partners, LLC over which Steelhead Partners, LLC has dispositive but not voting power.
13
CUSIP NO. 29259G200
| 1 | NAME OF REPORTING PERSON BRIAN KATZ KLEIN | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 6,195,013 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 6,342,979 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,342,9791 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% | ||
| 14 | TYPE OF REPORTING PERSON IN, HC | ||
1 Includes 147,966 shares of Common Stock held in accounts managed by Steelhead Partners, LLC over which Steelhead Partners, LLC has dispositive but not voting power.
14
CUSIP NO. 29259G200
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
In connection with the termination of that certain Joint Filing Agreement, as further described in Item 6, which termination became effective as of March 29, 2013, and the dissolution of Endeavour Investors for Shareholder Value (“EISV”), each of Mr. Eberwein, O-CAPMGT, O-CAPLP, O-CAPOFF, O-CAPMF, O-CAPADV, O-CAPGP and Messrs. Olshan and Sturdivant are no longer members of a Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2. The remaining Reporting Persons will continue to make filings required under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to that certain Joint Filing Undertaking, as further described in Item 6.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The 550,000 shares of Common Stock beneficially owned by Mr. Eberwein are held in a revocable trust and were purchased with personal funds in open market purchases for an aggregate purchase price of $3,136,600 including brokerage commissions.
The shares of Common Stock purchased by each of O-CAPLP and O-CAPMF and held in the O-CAP Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 969,915 shares of Common Stock beneficially owned by O-CAPLP is approximately $5,575,341, including brokerage commissions. Such aggregate purchase price includes $206,488, which is the purchase price of certain options exercisable into 186,300 shares of Common Stock. The aggregate purchase price of the 695,116 shares of Common Stock beneficially owned by O-CAPMF is approximately $3,937,349, including brokerage commissions. Such aggregate purchase price includes $153,716, which is the purchase price of certain options exercisable into 138,700 shares of Common Stock. The aggregate purchase price of the 424,743 shares of Common Stock held in the O-CAP Managed Accounts is approximately $2,996,244, including brokerage commissions. The 19,500 shares of Common Stock individually owned by Mr. Sturdivant were purchased with personal funds in open market purchases for an aggregate purchase price of $208,455, including brokerage commissions.
The shares of Common Stock purchased by Steelhead Navigator and held in the Steelhead Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 6,185,013 shares of Common Stock beneficially owned by Steelhead Navigator is approximately $51,533,188, including brokerage commissions. The aggregate purchase price of the 157,966 shares of Common Stock held in the Steelhead Managed Accounts is approximately $1,294,497, including brokerage commissions.
15
CUSIP NO. 29259G200
| Item 5. | Interest in Securities of the Issuer. |
| Items 5(a) - (c) are hereby amended and restated to read as follows: |
(a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is calculated using as the numerator the respective shares of Common Stock held by each Reporting Person, including shares of Common Stock issuable upon exercise of certain options, and as the denominator 47,400,000 shares of Common Stock outstanding, as of March 13, 2013, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 18, 2013 plus the number of shares of Common Stock issuable upon the exercise of the options held by such Reporting Person.
As of the close of business on April 2, 2013, Mr. Eberwein beneficially owned 550,000 shares of Common Stock, constituting 1.2% of the shares of Common Stock outstanding.
As of the close of business on April 2, 2013, O-CAPLP beneficially owned 969,915 shares of Common Stock, including 186,300 shares of Common Stock underlying certain options exercisable within 60 days, constituting 2.0% of the shares of Common Stock outstanding. As of the close of business on April 2, 2013, O-CAPMF beneficially owned 695,116 shares of Common Stock, including 138,700 shares of Common Stock underlying certain options exercisable within 60 days, constituting 1.5% of the shares of Common Stock outstanding. As of the close of business on April 2, 2013, 424,743 shares of Common Stock were held in the O-CAP Managed Accounts. O-CAPMGT, as the investment manager of each of O-CAPLP, O-CAPOFF, O-CAPMF and the O-CAP Managed Accounts, may be deemed to be the beneficial owner of the 2,089,774 shares of Common Stock owned in the aggregate by O-CAPLP and O-CAPMF and held in the O-CAP Managed Accounts, constituting approximately 4.4% of the shares of Common Stock outstanding. O-CAPADV, as the general partner of each of O-CAPLP and O-CAPMF, may be deemed the beneficial owner of the 1,665,031 shares of Common Stock owned in the aggregate by O-CAPLP and O-CAPMF, constituting approximately 3.5% of the shares of Common Stock outstanding. Each of O-CAPGP, as the general partner of each of O-CAPMGT and O-CAPADV and Messrs. Olshan and Sturdivant, as Portfolio Managers and the Managing Partners of O-CAPMGT and the Managing Members of O-CAPGP and O-CAPADV, may be deemed the beneficial owner of the 2,089,774 shares of Common Stock owned in the aggregate by O-CAPLP and O-CAPMF and held in the O-CAP Managed Accounts, constituting approximately 4.4% of the shares of Common Stock outstanding. In addition, as of April 2, 2013, Mr. Sturdivant individually owned 19,500 shares of Common Stock.
As of the close of business on April 2, 2013, Steelhead Navigator beneficially owned 6,185,013 shares of Common Stock, constituting approximately 13.0% of the shares of Common Stock outstanding. As of the close of business on April 2, 2013, 157,966 shares of Common Stock were held in the Steelhead Managed Accounts. Steelhead, as the investment manager of Steelhead Navigator and the Steelhead Managed Accounts, may be deemed to be the beneficial owner of the 6,342,979 shares of Common Stock owned by Steelhead Navigator and held in the Steelhead Managed Accounts, constituting approximately 13.4% of the shares of Common Stock outstanding. Each of Messrs. Johnston and Klein, as a member-manager of Steelhead, may be deemed to be the beneficial owner of the 6,342,979 shares of Common Stock owned by Steelhead Navigator and held in the Steelhead Managed Accounts, constituting approximately 13.4% of the shares of Common Stock outstanding.
An aggregate of 9,002,253 shares of Common Stock, constituting approximately 19.0% of the shares of Common Stock outstanding, are reported in this Schedule 13D.
16
CUSIP NO. 29259G200
(b) Mr. Eberwein has the sole power to vote and dispose of the shares of Common Stock reported owned by him.
By virtue of its position with each of O-CAPLP, O-CAPMF and the O-CAP Managed Accounts, O-CAPMGT may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by O-CAPLP and O-CAPMF and held in the O-CAP Managed Accounts. By virtue of its position with O-CAPLP and O-CAPMF, O-CAPADV may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by O-CAPLP and O-CAPMF. By virtue of their respective positions with O-CAPLP, O-CAPMF and the O-CAP Managed Accounts, each of O-CAPGP and Messrs. Olshan and Sturdivant may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by O-CAPLP and O-CAPMF and held in the O-CAP Managed Accounts.
By virtue of their respective positions with Steelhead Navigator and the Steelhead Managed Accounts, each of Steelhead, Mr. Johnston and Mr. Klein may be deemed to have the shared power to vote and dispose of the shares of Common Stock reported owned by Steelhead Navigator and held in the Steelhead Managed Accounts, except that with respect to 147,966 shares of Common Stock held in the Steelhead Managed Accounts, Steelhead and Messrs. Mr. Johnston and Klein have dispositive but not voting power.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On March 28, 2013, Steelhead delivered a notice of termination (the “Notice of Termination”) of its rights and obligations under that certain Joint Filing Agreement dated December 18, 2012, which was previously filed as an exhibit to the Schedule 13D. Pursuant to the Notice of Termination, effective as of March 29, 2013, EISV was dissolved and accordingly, each of Mr. Eberwein, O-CAPMGT, O-CAPLP, O-CAPOFF, O-CAPMF, O-CAPADV, O-CAPGP, and Messrs. Olshan and Sturdivant are no longer members of a Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2.
On April 2, 2013, the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 2 entered into a Joint Filing Undertaking in which they agreed to the joint filing on behalf of each of them of filings required under Section 13 of the Exchange Act. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| 99.1 | Joint Filing Undertaking by and among Steelhead Partners, LLC, Steelhead Navigator Master, L.P., James Michael Johnston and Brian Katz Klein, dated April 2, 2013. |
17
CUSIP NO. 29259G200
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 2, 2013
/s/ Jeffrey Eberwein | |
| JEFFREY EBERWEIN |
| O-CAP MANAGEMENT, L.P. | ||
| By: | O-CAP GP, LLC General Partner | |
| By: | /s/ Jared S. Sturdivant | |
| Name: | Jared S. Sturdivant | |
| Title: | Managing Member | |
| O-CAP PARTNERS, L.P. | ||
| By: | O-CAP Advisors, LLC General Partner | |
| By: | /s/ Jared S. Sturdivant | |
| Name: | Jared S. Sturdivant | |
| Title: | Managing Member | |
| O-CAP OFFSHORE FUND, LTD. | ||
| By: | O-CAP Management, L.P. Investment Manager | |
| By: | /s/ Jared S. Sturdivant | |
| Name: | Jared S. Sturdivant | |
| Title: | Managing Partner | |
| O-CAP OFFSHORE MASTER FUND, L.P. | ||
| By: | O-CAP Advisors, LLC General Partner | |
| By: | /s/ Jared S. Sturdivant | |
| Name: | Jared S. Sturdivant | |
| Title: | Managing Member | |
18
CUSIP NO. 29259G200
| O-CAP GP, LLC | |||
| By: | /s/ Jared S. Sturdivant | ||
| Name: | Jared S. Sturdivant | ||
| Title: | Managing Member | ||
| O-CAP ADVISORS, LLC | |||
| By: | /s/ Jared S. Sturdivant | ||
| Name: | Jared S. Sturdivant | ||
| Title: | Managing Member | ||
/s/ Michael E. Olshan | |
| MICHAEL E. OLSHAN |
/s/ Jared S. Sturdivant | |
| JARED S. STURDIVANT |
| STEELHEAD PARTNERS, LLC | |||
| By: | /s/ Brent E. Binge | ||
| Name: | Brent E. Binge | ||
| Title: | General Counsel | ||
| STEELHEAD NAVIGATOR MASTER, L.P. | |||
| By: | Steelhead Partners, LLC Investment Manager | ||
| By: | /s/ Brent E. Binge | ||
| Name: | Brent E. Binge | ||
| Title: | General Counsel | ||
19
CUSIP NO. 29259G200
/s/ Brent E. Binge | ||
Brent E. Binge, Attorney in Fact for JAMES MICHAEL JOHNSTON | ||
/s/ Brent E. Binge | |
Brent E. Binge, Attorney in Fact for BRIAN KATZ KLEIN |
20
CUSIP NO. 29259G200
SCHEDULE A
Transactions in the Shares of Common Stock Since the Filing of Amendment No. 1 to the Schedule 13D
Shares of Common Stock Purchased / (Sold) | Price Per Share($) | Date of Purchase / Sale |
O-CAP PARTNERS, L.P.
| 50,794 | 3.3660 | 03/06/2013 |
| 2,859 | 3.4300 | 03/07/2013 |
| 334,400 | 7.5100 | 03/15/2013 |
O-CAP OFFSHORE MASTER FUND, L.P.
| 39,406 | 3.3660 | 03/06/2013 |
| 2,141 | 3.4300 | 03/07/2013 |
| 220,500 | 7.5100 | 03/15/2013 |
STEELHEAD NAVIGATOR MASTER, L.P.
| 263,700 | 2.7127 | 02/22/2013 |
| 57,300 | 2.6182 | 02/25/2013 |
STEELHEAD PARTNERS, LLC
(Through the Steelhead Managed Accounts)
| 4,000 | 2.6182 | 02/25/2013 |