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 September 25, 2018, the reporting persons beneficially owned an aggregate of 19,011,785 shares of the Issuer’s Common Stock (consisting of 18,905,445 shares of the Issuer’s Common Stock, listed options to purchase 78,800 shares of the Issuer’s Common Stock and approximately 27,540 shares of the Issuer’s Common Stock issuable upon conversion of the Issuer’s convertible preferred stock) or 5.4% of the Issuer’s Common Stock outstanding. The calculation of the foregoing percentage was based on 349,152,355 shares of the Issuer’s Common Stock outstanding as of July 19, 2018, as per the Issuer’s Form 10-Q dated July 26, 2018.
Thereafter, as of the close of business on October 4, 2018, the reporting persons beneficially owned an aggregate of 10,428,003 shares of the Issuer’s Common Stock or 3.1% of the Issuer’s Common Stock outstanding. The calculation of the foregoing percentage was based on approximately 333,327,424 shares of Common Stock outstanding as of October 1, 2018. The number of shares of the Issuer’s Common Stock outstanding on October 1, 2018 was derived from information contained in the Issuer’s press release dated October 1, 2018 and the Issuer’s Form 10-Q dated July 26, 2018. Specifically, as of the close of business on October 4, 2018:
i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 5,903,409 shares of the Issuer’s Common Stock (consisting of 5,831,709 shares of the Issuer’s Common Stock and listed options to purchase 71,700 shares of the Issuer’s Common Stock);
ii) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 4,475,323 shares of the Issuer’s Common Stock;
iii) Integrated Assets, Ltd., an exempted company organized under the laws of the Cayman Islands ("Integrated Assets"), beneficially owned 34,641 shares of the Issuer’s Common Stock (consisting of 4,007 shares of the Issuer’s Common Stock and approximately 30,634 shares of the Issuer’s Common Stock issuable upon conversion of the Issuer’s convertible preferred stock); and
iv) WMQS Global Equity Active Extension Master Fund LP, a Delaware limited partnership ("WMQS Global Equity"), beneficially owned 14,630 shares of the Issuer’s Common Stock, which collectively with the other foregoing reporting persons represented 10,428,003 shares of the Issuer’s Common Stock or 3.1% of the Issuer’s Common Stock outstanding.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities and Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and Integrated Assets. Millennium International Management is also the managing member of the manager of WMQS (as defined below) and may be deemed to have shared voting control and investment discretion over securities owned by WMQS Global Equity.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% shareholder of ICS Opportunities and Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and Integrated Assets.
WorldQuant Millennium Quantitative Strategies LLC, a Delaware limited liability company ("WMQS"), is the investment manager to WMQS Global Equity and may be deemed to have shared voting control and investment discretion over securities owned by WMQS Global Equity.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management is also the general partner of Millennium International Management and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities, Integrated Assets and WMQS Global Equity.
Israel A. Englander, a United States citizen ("Mr. Englander"), controls the managing member of Millennium Group Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, ICS Opportunities, Integrated Assets and WMQS Global Equity.
The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, WMQS, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, ICS Opportunities, Integrated Assets or WMQS Global Equity, as the case may be.
(b) Percent of Class:
As of the close of business on October 4, 2018, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 10,428,003 shares of the Issuer’s Common Stock or 3.1% of the Issuer’s Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on approximately 333,327,424 shares of Common Stock outstanding as of October 1, 2018. The number of shares of the Issuer’s Common Stock outstanding as of October 1, 2018 was derived from information contained in the Issuer’s press release dated October 1, 2018 and the Issuer’s Form 10-Q dated July 26, 2018.
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CUSIP No. | | 34959J108 | 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
10,428,003 (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
10,428,003 (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 followingþ.
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.
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CUSIP No. | | 34959J108 | SCHEDULE 13G | Page | | 15 | | of | | 17 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of October 4, 2018, by and among Integrated Core Strategies (US) LLC, ICS Opportunities, Ltd., Integrated Assets, Ltd., WMQS Global Equity Active Extension Master Fund LP, Millennium International Management LP, Millennium Management LLC, WorldQuant Millennium Quantitative Strategies LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP No. | | 34959J108 | SCHEDULE 13G | Page | | 16 | | of | | 17 |
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| | | 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: October 4, 2018
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP, its Managing Member
By: Millennium Management LLC, its General Partner |
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By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP, its Investment Manager |
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By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | INTEGRATED ASSETS, LTD.
By: Millennium International Management LP, its Investment Manager
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By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | WMQS GLOBAL EQUITY ACTIVE EXTENSION MASTER FUND LP
By: WMQS Global Equity Active Extension GP LLC, its General Partner
By: Millennium JV GP Investco LLC, its Manager
By: Millennium Management LLC, its Managing Member |
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By: /s/ Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM INTERNATIONAL MANAGEMENT LP |
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By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM MANAGEMENT LLC |
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By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | WORLDQUANT MILLENNIUM QUANTITATIVE STRATEGIES LLC
By: Millennium WMQS Holdings LLC, its Manager
By: Millennium International Management LP, its Managing Member |
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By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | MILLENNIUM GROUP MANAGEMENT LLC |
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By: /s/Mark Meskin |
Name: Mark Meskin Title: Chief Trading Officer | |
/s/ Israel A. Englander |
Israel A. Englander
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