CUSIP No. 91822J 10 3
Item 3 – Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented as follows:
The Fund purchased the shares of Common Stock described in Item 5(c) using funds from working capital.
Item 5 – Interest in Securities of the Issuer.
Item 5 is amended and restated as follows:
(a)-(b) The information required by this item with respect to each Reporting Person is set forth in Rows 7 through 11 and 13 of each cover page to this Schedule 13D. The ownership percentages reported are based on 91,183,391 outstanding shares of Common Stock as disclosed in the Issuer’s prospectus supplement filed on December 17, 2018.
The Fund directly holds 23,631,439 shares of Common Stock. The Credit Fund directly holds 2,068,824 warrants each exercisable for one share of Common Stock. The Investment Manager serves as the investment manager to the Fund and the Credit Fund and may be deemed to beneficially own the securities directly held by the Fund and the Credit Fund. Mr. Edelman is the managing member of the Investment Manager and may be deemed to beneficially own the securities directly held by the Master Fund and the Credit Fund.
(c) On December 13, 2018, the Fund purchased 14,285,714 shares of Common Stock at a price of $1.40 per share.
(d)-(e) Not applicable
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended to add the following:
Lock-Up Agreement
In connection with the Issuer’s registered public offering, the Reporting Persons have agreed, with certain limited exceptions, including distributions to limited partners and transfers to affiliates, which in each case would be subject to the recipient signing a similarlock-up agreement, not to directly or indirectly: (i) sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule16a-l(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any Common Stock or other equity securities of the Issuer, (ii) enter into any swap, hedge or other agreement or transaction that transfers, in whole or in part, the economic consequence of ownership of any Common Stock or other equity securities of the Issuer, (iii) request or demand that the Issuer publicly file a registration statement related to the Common Stock, or (iv) publicly announce an intention to do any of the foregoing, in each case for a period of 90 days from the date of the underwriting agreement for the Issuer’s registered offering, without the prior written consent of the representatives.
