The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G/A. The ownership percentages reported are based on (i) the 64,040,216 shares of Common Stock outstanding as of May 2, 2022 as reported in the Issuer’s Form 10-Q filed on May 5, 2022 and (ii) the 13,318,535 shares of Common Stock to be issued pursuant to the Securities Purchase Agreement, as reported in the Issuer’s Current Report on Form 8-K filed on July 8, 2022.
Sessa Capital (Master), L.P (the “Fund”) directly beneficially owns 14,879,023 shares of Common Stock and 8,879,023 Warrants exercisable on a one-for-one basis for shares of Common Stock pursuant to the Beneficial Ownership Blocker (the “Warrants”), 731,147 of which are immediately exercisable under the restrictions contained in the Beneficial Ownership Blocker. The Warrants contain a provision (the “Beneficial Ownership Blocker”) which precludes exercise of the warrants to the extent that, following exercise, the Reporting Person, together with its affiliates and other attribution parties, would beneficially own more than 19.99% of the Common Stock outstanding.
Sessa Capital GP, LLC is the general partner of the Fund and, as a result, may be deemed to beneficially own Common Stock owned by the Fund. Sessa Capital IM, L.P. is the investment manager of the Fund and, as a result, may be deemed to beneficially own Common Stock owned by the Fund. Sessa Capital IM GP, LLC is the general partner of Sessa Capital IM, L.P. and, as a result, may be deemed to beneficially own Common Stock beneficially owned by Sessa Capital IM, L.P. John Petry is the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC and, as a result, may be deemed to beneficially own Common Stock owned by the Fund.
| 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| 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 or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
The Reporting Persons hereby make the following certification:
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.
