The Reporting Persons have not made a determination regarding a maximum or minimum number of shares of Common Stock or other securities of the Issuer that it may hold at any point in time.
Also, consistent with their investment intent and ongoing evaluation of their investment in the Issuer and alternatives to such investment, including a potential consolidation, acquisition or sale of assets or Common Stock or changes to the Issuer’s capital structure, any of the Reporting Persons may engage in communications with, without limitation, one or more stockholders of the Issuer or one or more officers of the Issuer regarding the Issuer. During the course of such communications, the Reporting Persons may advocate or oppose one or more courses of action.
Except as set forth herein and below, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by such persons with respect to the Issuer, the foregoing is subject to change at any time.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the date of this Statement, (i) ISICO-A may be deemed to be the beneficial owner of 2,806,690 shares of Common Stock, which represents 2.01% of the total number of shares of Common Stock outstanding, (ii) ISICO may be deemed to be the beneficial owner of 4,294,910 shares of Common Stock, which represents 3.07% of the total number of shares of Common Stock outstanding, (iii) BCP Fund II-A may be deemed to be the beneficial owner of 2,806,690 shares of Common Stock, which represents 2.01% of the total number of shares of Common Stock outstanding, (iv) BCP Fund II may be deemed to be the beneficial owner of 4,294,910 shares of Common Stock, which represents 3.07% of the total number of shares of Common Stock outstanding, (v) BCP Fund GP II may be deemed to be the beneficial owner of 7,101,600 shares of Common Stock, which represents 5.08% of the total number of shares of Common Stock outstanding, (vi) BCP Fund UGP may be deemed to be the beneficial owner of 7,101,600 shares of Common Stock, which represents 5.08% of the total number of shares of Common Stock outstanding, (vii) Mr. Jenkins may be deemed to be the beneficial owner of 7,101,600 shares of Common Stock, which represents 5.08% of the total number of shares of Common Stock outstanding and (viii) Mr. Bernhard may be deemed to beneficially own 7,156,060 shares of Common Stock, which represents 5.11% of the total number of shares of Common Stock outstanding, 54,460 of which he may be deemed to beneficially own on an individual basis.
BCP Fund UGP is managed by James M. Bernhard Jr. and Jeffrey Scott Jenkins. BCP Fund UGP is the sole general partner of BCP Fund GP II, which is the sole general partner of both BCP Fund II and BCP Fund II-A. BCP Fund II has dispositive voting power over ISICO, and BCP Fund II-A has dispositive voting power over ISICO-A.
Calculations of the percentage of shares of Common Stock beneficially owned are calculated in accordance with Rule 13d-3 and assume 139,927,317 shares of Common Stock outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities Exchange Commission on August 7, 2019. The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than ISICO, ISICO-A, and Mr. Bernhard, and only to the extent they directly hold the securities reported on this Schedule 13D) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims beneficial ownership of such shares of Class A Common Stock and any assertion or presumption that it or he and the other persons on whose behalf this statement is filed constitute a “group.”
(c) | Except for the transactions set forth in Schedule I, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days. All such transactions were effected in the open market. |
(d) | Except as described in Item 4, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, shares of Common Stock beneficially owned by the Reporting Persons on this Statement. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in Items 3 and 4 of this Statement is hereby incorporated by reference into this Item 6, as applicable.
Item 7. Materials to be Filed as Exhibits.
1. | Agreement of Joint Filing, dated September 11, 2019 and attached as Exhibit 1 hereto. |
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