UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Barnes & Noble, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
067774109
(CUSIP Number)
Richard Schottenfeld
Schottenfeld Management Corp.
800 3rd Avenue, 10th Floor
New York, NY 10022
(212)300-2204
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 31, 2018
(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 of240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See240.13d-7(b) for other parties to whom copies are to be sent.
| * | 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).
SCHEDULE 13D
Page 2
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard Schottenfeld | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
5,021,610 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
5,021,610 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,021,610 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.90% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
Page 3
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Schottenfeld Opportunities Fund II, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
4,247,610 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,247,610 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,247,610 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.84% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
Page 4
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Winchester Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
4,247,610 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,247,610 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,247,610 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.84% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
Page 5
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Schottenfeld Management Corp. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
4,247,610 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,247,610 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,247,610 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.84% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
Page 6
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Phase Five Partners, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
574,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
574,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.79% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
Page 7
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Phase Five Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
574,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
574,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.79% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
Page 8
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Phase Five Capital Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
574,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
574,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.79% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
Page 9
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Koyote Trading LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
200,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
200,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
Page 10
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Koyote Capital Group LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
200,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
200,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
Page 11
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Neil Druker | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
574,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
574,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.79% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
Page 12
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TAR Holdings LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
281,913 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
281,913 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,913 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.39% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
Page 13
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Karen Singer | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
281,913 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
281,913 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,913 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.39% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
Page 14
CUSIP No. 067774109
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CCUR Holdings, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
119,949 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | �� | SHARED DISPOSITIVE POWER
119,949 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,949 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.16% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
This Amendment No. 1 (“Amendment No. 1”) amends and restates in its entirety the statements on Schedule 13D filed by the Reporting Persons with the Commission on July 23, 2018, relating to the Common Stock, $0.001 par value per share of Barnes & Noble, Inc. (the “Original 13D”).
Item 1. Security and Issuer
This Statement on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, $0.001 par value per share (the “Common Stock”) of Barnes & Noble, Inc., a Delaware corporation (the “Company” or the “Issuer”).
Item 2. Identity and Background
This Schedule 13D is being filed by the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
| (1) | Richard Schottenfeld (“Mr. Schottenfeld”), a United States citizen, is the manager of Koyote Capital Group LLC (“Koyote Capital”), a Delaware limited liability company, which is the managing member of Koyote Trading LLC (“Koyote Trading”), a Delaware limited liability company. The principal business of Koyote Capital and Koyote Trading is investing in securities. The principal occupation of Mr. Schottenfeld is the management of investment firms. The principal place of business of each of Mr. Schottenfeld, Koyote Capital and Koyote Trading is 800 3rd Ave., Floor 10, New York, NY 10022. |
| (2) | Mr. Schottenfeld is also the CEO of Schottenfeld Management Corp. LLC (“SMC”), a New York Corporation and the manager of Winchester Holdings, LLC (“Winchester”), a Delaware limited liability company. Winchester is the general partner of Schottenfeld Opportunities Fund II, LP (“SOF II”), a Delaware limited partnership. SMC is the investment manager of SOF II. The principal business of SMC, Winchester and SOF II is investing in securities. The principal place of business of each of SMC, Winchester and SOF II is 800 3rd Ave., Floor 10, New York, NY 10022. |
| (3) | Mr. Schottenfeld and Neil Druker (“Mr. Druker”), a Canadian citizen, are the managers of Phase Five Capital Management, LLC (“PFCM”), a Delaware limited liability company, and Phase Five Holdings, LLC (“PFH”), a Delaware limited liability company. PFH is the general partner of Phase Five Partners, LP (“PFP”), a Delaware limited partnership. PFCM is the investment manager of PFP. The principal occupation of Mr. Druker is the management of investment firms. The principal business of PFCM, PFH and PFP is investing in securities. The principal place of business of each of Mr. Druker, PFCM, PFH and PFP is 800 3rd Ave., Floor 10, New York, NY 10022. |
| (4) | Ms. Karen Singer (“Ms. Singer”), a United States citizen, is the sole member of TAR Holdings LLC (“TAR Holdings”), a New Jersey limited liability company. Ms. Singer’s principal occupation is investing assets held in TAR Holdings and other entities. TAR Holdings’ principal business is investing in securities. Ms. Singer’s and TAR Holdings’ principal place of business is 212 Vaccaro Drive, Cresskill, New Jersey 07626. |
| (5) | CCUR Holdings, Inc. (“CCUR”) is a Delaware corporation with its principal place of business located at 4375 River Green Parkway, Suite 210, Duluth, GA 30096. Having recently divested its Real-Time and Content Delivery businesses, the principal business of CCUR is the evaluation of opportunities intended to maximize the value of its remaining assets, including the evaluation of opportunities to invest in or acquire one or more operating businesses. The information required by General Instruction C to Schedule 13D with respect to the executive officers and directors of CCUR is listed below. |
Page 15
CCUR Executive Officers and Directors
Name | Business Address | Citizenship | Principal Occupation | |||
| Wayne Barr, Jr. | 4375 River Green Pkwy, Suite 210, Duluth, GA 30096 | US | Chairman, President and Chief Executive Officer | |||
| Warren Sutherland | 4375 River Green Pkwy, Suite 210, Duluth, GA 30096 | US | Chief Financial Officer | |||
| Steven Singer | 4375 River Green Pkwy, Suite 210, Duluth, GA 30096 | US | Director | |||
| Dilip Singh | 4375 River Green Pkwy, Suite 210, Duluth, GA 30096 | US | Director | |||
| David Nicol | 4375 River Green Pkwy, Suite 210, Duluth, GA 30096 | US | Director | |||
During the last five years, none of the Reporting Persons nor any Control Persons of CCUR have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Considerations
Koyote Trading:
All of the Shares held by Koyote Trading were purchased with the working capital of Koyote Trading. The aggregate amount of funds used for the purchase of Shares held by Koyote Trading was approximately $1,015,000.
SOF II:
All of the Shares held by SOF II were purchased with the working capital of SOF II. The aggregate amount of funds used for the purchase of Shares held by SOF II was approximately $14,473,805.
PFP:
All of the Shares held by PFP were purchased with the working capital of PFP. The aggregate amount of funds used for the purchase of Shares held by PFP was approximately $593,845.
TAR Holdings:
All of the Shares held by TAR Holdings were purchased by funds generated and held by TAR Holdings. The aggregate amount of funds used for the purchase of Shares held by TAR Holdings was approximately $1,643,779.
Page 16
CCUR:
All of the Shares held by CCUR were purchased using cash on the CCUR balance sheet. The aggregate amount of funds used for the purchase of Shares held by CCUR was approximately $620,452.
The shares held by the Reporting Persons are held in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of such Shares was obtained through margin borrowing.
Item 4. Purpose of Transaction
The Reporting Persons purchased the Shares for investment purposes based on their belief that the Shares are substantially undervalued and represent an attractive investment opportunity. Richard Schottenfeld, on behalf of the Reporting Persons, has engaged, and expects to continue to engage, in discussions with the Company’s founder and chairman, Leonard Riggio, and other members of Company management with respect to a variety of matters, including changes in Company leadership at the executive and board level, implementation of operational improvements, and the desirability of selling the Company.
The Reporting Persons believe that high quality additions to the Company’s board and management team would immediately enhance value both through improved operational performance and in the event of a sale. In that regard, Mr. Schottenfeld is engaged in discussions with Mr. Riggio regarding the recommendation of experienced and qualified individuals whom Mr. Schottenfeld believes would significantly contribute to the development and execution of the Company’s strategic and operating plans.
The Reporting Persons strongly believe that the Company represents an attractive acquisition target. At an enterprise value of roughly 2.5x management’s reiterated EBITDA guidance for the 2019 fiscal year, the Company’s shares represent a truly unusual bargain in the retail sector, especially considering the Company’s low seasonal-based leverage needs, 12% dividend, and the stabilizing same-store-sales trajectory of the past few months. Moreover, the Reporting Persons believe there are clear opportunities for immediate operational improvements, including: an increased emphasis on, and improved assortment of, toys and games for the upcoming holiday season to capitalize on the extraordinary opportunity to capture meaningful category share and significant revenue growth due to the recent closing of Toys R Us; a reallocation of shelf space and square footage away from unproductive music and DVD sales and towards higher margin, higher sales-per-square-foot product categories; enhancement to the experiential aspect of the stores to improve traffic and monetization of shoppers who are drawn to the unique and enjoyable shopping and browsing experience of the Company’s stores and cafés (a customer experience similar to only a handful of other retail concepts, most notably Starbucks or Apple stores); extracting higher value from the Company’s nearly 600 cafés, which are significantly undervalued when compared to recent transactions in the coffee space and are extremely attractive to coffee and other beverage brands seeking strategic expansion and national exposure.
The Reporting Persons are encouraged by recent third-party disclosure that the Company engaged in sale transaction discussions with a potential strategic acquirer as recently as June 2018, and believe that there will be additional and broadening interest from potential acquirers. The Reporting Persons encourage the Company to continue in its efforts to explore and seriously consider all available sale transaction opportunities.
In addition to the above, the Reporting Persons and their representatives have engaged in, and expect to continue to engage in, discussions with members of management and/or the board of directors of the Company, other current or prospective shareholders, industry analysts, potential strategic transaction partners, investment and financing professionals and other third parties regarding a variety of matters relating to the Company, which may include, among other things, the Company’s business, management, operations and capital structure, as well as strategic alternatives potentially available to the Company. Except as described herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
The Reporting Persons intend to review their investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company’s financial position, results of operations and strategic direction, the market for the Company’s securities, other developments concerning the Issuer, other opportunities available to the Reporting Persons, and general economic and stock market conditions, and subject to applicable legal requirements, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, (i) acquiring additional Shares and/or other securities of the Company; (ii) disposing of any or all of their Shares or other securities of the Company; and/or (iii) otherwise changing their intentions with respect to any and all matters referred to in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
If the Reporting Persons were deemed to have formed a “group” with each of the other Reporting Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and Rule 13d thereunder, due to the activities and intentions described in Item 4, the Reporting Person may have been deemed to be the beneficial owner of the Shares held by the other Reporting Persons. Each Reporting Person expressly disclaims beneficial ownership of the Shares referred to in this Schedule 13D held by the other Reporting Persons, except to the extent expressly set forth herein, and the inclusion of the other Reporting Persons’ Shares in this Schedule 13D shall not be deemed to be an admission of beneficial ownership of such reported Shares for purposes of Section 13(d) of the Act or for any other purpose.
The Reporting Person has no responsibility for the accuracy or completeness of any information given with respect to any other person or entity, including, without limitation, each of the other Reporting Persons.
For the purpose of calculating the percent of class, the Issuer’s issued and outstanding shares of Common Stock was 72,793,646 shares of Common Stock, as of May 31, 2018, which number includes 140,840 shares of unvested restricted stock that have voting rights and are held by members of the Board of Directors and the Company’s employees, as reported in the Issuer’s Annual Report on Form10-K for the fiscal year ended April 28, 2018 and filed with the SEC on June 21, 2018.
Koyote Trading, Koyote Capital and Mr. Schottenfeld:
| (a) | As of the date hereof, Koyote Trading directly beneficially owns 200,000 shares of Common Stock, representing 0.27% of the Issuer’s Common Stock. These Shares are directly held by Koyote Trading. Koyote Capital is the manager of Koyote Trading and Mr. Schottenfeld is the manager of Koyote Capital. As a result, Koyote Capital and Mr. Schottenfeld may be deemed to indirectly beneficially own the Shares held by Koyote Trading. |
| (b) | As of the date hereof, Koyote Trading has the shared power to vote or direct the vote, and shared power to dispose, or direct the disposition of 200,000 shares of Common Stock. Koyote Capital and Mr. Schottenfeld have shared voting and dispositive power with respect to such Shares. |
| (c) | See Exhibit A. As of the date hereof, Koyote Trading has outstanding the following short put options: 1,352 short put options, referencing 135,200 shares of Common Stock, which are exercisable at $5.00 per share and expire on January 18, 2019 and 393 short put options, referencing 39,300 shares of Common Stock, which are exercisable at $5.00 per share and expire on October 19, 2018. |
| (d) | Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by Koyote Trading. |
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(e) Not applicable.
SOF II, Winchester, SMC and Mr. Schottenfeld:
| (a) | As of the date hereof, SOF II directly beneficially owns 4,247,610 shares of Common Stock, representing 5.84% of the Issuer’s Common Stock. These Shares are directly held by SOF II. Winchester is the manager of SOF II, SMC is the investment manager of SOF II and Mr. Schottenfeld is the manager of Winchester and the CEO of SMC. As a result, Winchester and Mr. Schottenfeld may be deemed to indirectly beneficially own the Shares held by SOF II. The number of shares beneficially owned by SOF II includes 1,793,500 shares of Common Stock underlying 17,935 call option contracts, which are exercisable at $5.00 per share and expire on January 18, 2019; 40,000 shares of Common Stock underlying 400 call option contracts, which are exercisable at $6.00 per share and expire on January 18, 2019; and 480,900 shares of Common Stock underlying 4,809 call option contracts, which are exercisable at $5.00 per share and expire on October 19, 2018. |
| (b) | As of the date hereof, SOF II has the shared power to vote or direct the vote, and shared power to dispose, or direct the disposition of 4,247,610 shares of Common Stock. Winchester and Mr. Schottenfeld have shared voting and dispositive power with respect to such Shares. |
| (c) | See Exhibit A. As of the date hereof, SOF II has outstanding the following short put options: 8,672 short put options, referencing 867,200 shares, which are currently exercisable at $5.00 per share and expire on January 18, 2019 and 1,417 short put options, referencing 141,700 shares, which are currently exercisable at $6.00 per share and expire on January 18, 2019. |
| (d) | Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by SOF II. |
| (e) | Not applicable. |
PFP, PFH, PFCM, Mr. Schottenfeld and Mr. Druker
| (a) | As of the date hereof, PFP directly beneficially owns 574,000 shares of Common Stock, representing 0.79% of the Issuer’s Common Stock. These Shares are directly held by PFP. PFH is the general partner of PFP, PFCM is the investment manager of PFP, and Messrs. Schottenfeld and Druker are the managers of PFH and PFCM. As a result, PFH, PFCM, and Messrs. Schottenfeld and Druker may be deemed to indirectly beneficially own the Shares held by PFP. The number of shares beneficially owned by PFP includes 411,900 shares of Common Stock, underlying 4,119 call option contracts, which are exercisable at $5.00 per share and expire on January 18, 2019, 94,600 shares of Common Stock, underlying 946 call option contracts, which are exercisable at $6.00 per share and expire on January 18, 2019, 9,500 shares of Common Stock, underlying 95 call option contracts, which are exercisable at $8.00 per share and expire on January 18, 2019 and 58,000 shares of Common Stock, underlying 580 call option contracts, which are exercisable at $6.00 per share and expire on October 19, 2018. |
| (b) | As of the date hereof, PFP has the shared power to vote or direct the vote, and shared power to dispose, or direct the disposition of 574,000 shares of Common Stock. PFH, PFCM and Messrs. Schottenfeld and Druker have shared voting and dispositive power with respect to such Shares. |
Page 18
| (c) | See Exhibit A. As of the date hereof, PFP has outstanding the following short put options: 1,094 short put options, referencing 109,400 shares, which are currently exercisable at $5.00 per share and expire on January 18, 2019. |
| (d) | Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by PFP. |
| (e) | Not applicable. |
Ms. Singer and TAR Holdings:
| (a) | As of the date hereof, TAR Holdings directly beneficially owns 281,913 shares of Common Stock, representing 0.39% of the Issuer’s Common Stock. These Shares are directly held by TAR Holdings. Ms. Singer is the sole member of TAR Holdings and indirectly beneficially owns the Shares held by TAR Holdings. |
| (b) | As of the date hereof, TAR Holdings has the sole power to vote or direct the vote, and sole power to dispose, or direct the disposition of 281,913 shares of Common Stock. Ms. Singer has sole voting power and sole dispositive power with respect to the Shares directly held by TAR Holdings. |
| (c) | See Exhibit A. As of the date hereof, TAR Holdings has outstanding the following short put options: 100 contracts, referencing 10,000 shares, which are exercisable at $6.00 per share and expire on September 21, 2018; 753 contracts, referencing 75,300 shares, which are exercisable at $5.00 per share, and expire on October 19, 2018; 250 contracts, referencing 25,000 shares, which are exercisable at $6.00 per share, and expire on October 19, 2018; 257 contracts, referencing 25,700 shares, which are exercisable at $7.00 per share, and expire on January 18, 2019; 100 contracts, referencing 10,000 shares, which are exercisable at $6.00 per share, and expire on January 18, 2019. |
| (d) | Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by TAR Holdings. |
| (e) | Not applicable. |
CCUR and Mr. Barr:
| (a) | As of the date hereof, CCUR directly beneficially owns 119,949 shares of Common Stock, representing 0.16% of the Issuer’s Common Stock. These Shares are directly held by CCUR. |
| (b) | As of the date hereof, CCUR has the sole power to vote or direct the vote, and sole power to dispose, or direct the disposition of 119,949 shares of Common Stock. |
| (c) | None. |
| (d) | Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by CCUR. |
| (e) | Not applicable. |
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
SMC has entered into an agreement with each of CCUR and TAR Holdings pursuant to which each of CCUR and TAR Holdings have agreed to coordinate trading activities in the securities of the Issuer with SMC and to share a percentage of gains realized in the securities of the Issuer with SMC.
Item 7. Material to Be Filed as Exhibits
| A. | Transactions within the past 60 days. |
| B. | Joint Filing Agreement of the Reporting Persons (previously filed with the Original 13D and incorporated herein by reference). |
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 6, 2018
Schottenfeld Opportunities Fund II, LP
By Winchester Holdings, LLC, its General Partner | ||
| By: | /s/ Richard Schottenfeld | |
Name: Richard Schottenfeld Title: Manager | ||
| Winchester Holdings, LLC, its General Partner | ||
| By: | /s/ Richard Schottenfeld | |
Name: Richard Schottenfeld Title: Manager | ||
| Schottenfeld Management Corp. | ||
| By: | /s/ Richard Schottenfeld | |
Name: Richard Schottenfeld Title: Chief Executive Officer | ||
Phase Five Partners, L.P.
By Phase Five Holdings, LLC, its General Partner | ||
| By: | /s/ Richard Schottenfeld | |
Name: Richard Schottenfeld Title: Manager | ||
| Phase Five Holdings, LLC | ||
| By: | /s/ Richard Schottenfeld | |
Name: Richard Schottenfeld Title: Manager | ||
| Phase Five Capital Management, LLC | ||
| By: | /s/ Richard Schottenfeld | |
Name: Richard Schottenfeld Title: Manager | ||
Page 21
| Koyote Trading, LLC | ||
| By: | Koyote Capital Group, LLC, its Manager | |
| By: | /s/ Richard Schottenfeld | |
| Name: Richard Schottenfeld | ||
| Title: Manager | ||
| Koyote Capital Group, LLC | ||
| By: | /s/ Richard Schottenfeld | |
| Name: Richard Schottenfeld | ||
| Title: Manager | ||
/s/ Richard Schottenfeld | ||
| Richard Schottenfeld | ||
/s/ Neil Druker | ||
| Neil Druker | ||
| TAR Holdings, LLC | ||
| By: | /s/ Karen Singer | |
| Name: Karen Singer | ||
| Title: Member | ||
/s/ Karen Singer | ||
| Karen Singer | ||
| CCUR Holdings, Inc. | ||
| By: | /s/ Wayne Barr, Jr. | |
| Name: Wayne Barr, Jr. | ||
| Title: Chief Executive Officer | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 22
Exhibit A
Transactions of the Reporting Persons in the past 60 days
SOF II Transactions
Date of Transaction | Nature of Transaction | Number of Shares Purchased/(Sold) | Purchase Price Per Share ($) | |||||||||
7/3/2018 | Purchase | 13,300 | $ | 5.9957 | ||||||||
7/13/2018 | Sale | (140,608 | ) | $ | 5.4042 | |||||||
7/16/2018 | Purchase | 21,300 | $ | 5.3999 | ||||||||
7/17/2018 | Sale | (100,000 | ) | $ | 5.3799 | |||||||
7/18/2018 | Sale | (300,000 | ) | $ | 5.4199 | |||||||
8/3/2018 | Purchase | 90,000 | $ | 5.8982 | ||||||||
8/3/2018 | Sale | (110,000 | ) | $ | 5.7054 | |||||||
8/31/2018 | Purchase | 152,000 | $ | 5.2884 | ||||||||
| Date | Description of | Description of Derivative Security | Number of Contracts | Number of Shares | Purchase Price Per Contract ($) | |||||||||||
| 7/12/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 4,916 | 491,600 | $ | 1.0722 | ||||||||||
| 7/12/2018 | Sell to Close | Call Option, exercisable at $8.00, expires 1/18/2019 | (200 | ) | (20,000 | ) | $ | 0.2000 | ||||||||
| 7/12/2018 | Sell to Close | Call Option, exercisable at $7.00, expires 1/18/2019 | (1,050 | ) | (105,000 | ) | $ | 0.3500 | ||||||||
| 7/12/2018 | Sell to Close | Call Option, exercisable at $6.00, expires 10/19/2018 | (112 | ) | (11,200 | ) | $ | 0.4000 | ||||||||
| 7/12/2018 | Sell to Close | Call Option, exercisable at $6.00, expires 1/18/2019 | (790 | ) | (79,000 | ) | $ | 0.6000 | ||||||||
| 7/13/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 5,145 | 514,500 | $ | 1.1169 | ||||||||||
| 7/16/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 350 | 35,000 | $ | 1.0323 | ||||||||||
| 7/17/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 1,462 | 146,200 | $ | 1.0958 | ||||||||||
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| 7/17/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (4,322 | ) | 43,200 | $ | 0.6752 | |||||||||
| 7/18/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (3,000 | ) | (300,000 | ) | $ | 0.6400 | ||||||||
| 7/18/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 3,000 | 300,000 | $ | 1.1100 | ||||||||||
| 7/20/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 1,800 | 180,000 | $ | 1.1219 | ||||||||||
| 7/27/2018 | Sell to Open | Put Option, exercisable at $6.00, expires 1/18/2019 | (100 | ) | (10,000 | ) | $ | 0.9000 | ||||||||
| 7/27/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (700 | ) | (70,000 | ) | $ | 0.4918 | ||||||||
| 7/30/2018 | Sell to Open | Put Option, exercisable at $6.00, expires 1/18/2019 | (250 | ) | (25,000 | ) | $ | 0.9000 | ||||||||
| 7/31/2018 | Sell to Open | Put Option, exercisable at $6.00, expires 1/18/2019 | (900 | ) | (90,000 | ) | $ | 0.8533 | ||||||||
| 7/31/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 662 | 66,200 | $ | 1.4622 | ||||||||||
| 8/3/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (400 | ) | (40,000 | ) | $ | 0.4625 | ||||||||
| 8/3/2018 | Sell to Open | Put Option, exercisable at $6.00, expires 1/18/2019 | (5,300 | ) | (530,000 | ) | $ | 0.8744 | ||||||||
| 8/29/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (250 | ) | (25,000 | ) | $ | 0.5520 | ||||||||
| 8/29/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 10/19/2018 | 309 | 30,900 | $ | 0.6500 | ||||||||||
| 8/29/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 600 | 60,000 | $ | 0.8500 | ||||||||||
| 8/30/2018 | Buy to Close | Put Option, exercisable at $6.00, expires 1/18/2019 | 2500 | 250,000 | $ | 1.3000 |
Page 24
| 8/30/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 10/19/2018 | 2000 | 200,000 | $ | 0.5000 | ||||||||||
| 8/31/2018 | Buy to Close | Put Option, exercisable at $6.00, expires 1/18/2019 | 2000 | 200,000 | $ | 1.2175 | ||||||||||
| 8/31/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 01/18/2019 | 400 | 40,000 | $ | 0.4000 | ||||||||||
| 8/31/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 10/19/2018 | 2500 | 250,000 | $ | 0.6000 | ||||||||||
| 9/4/2018 | Buy to Close | Put Option, exercisable at $6.00, expires 1/18/2019 | 633 | 63,300 | $ | 1.4574 |
PFP Transactions
Date of Transaction | Nature of Transaction | Number of Shares Purchased/(Sold) | Purchase Price Per Share ($) | |||||||
| 7/12/2018 | Sale | (5,600 | ) | $ | 5.3214 | |||||
| 7/13/2018 | Sale | (124,400 | ) | $ | 5.4207 | |||||
| Date | Description of | Description of Derivative Security | Number of Contracts | Number of Shares | Purchase Price Per Contract ($) | |||||||||||
| 7/2/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 10 | 1,000 | $ | 0.5000 | ||||||||||
| 7/2/2018 | Buy to Open | Call Option, exercisable at $7.00, expires 1/18/2019 | 30 | 3,000 | $ | 0.7667 | ||||||||||
| 7/2/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 10/19/2018 | 20 | 2,000 | $ | 0.8250 | ||||||||||
| 7/2/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 10 | 1,000 | $ | 1.2000 | ||||||||||
| 7/2/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 20 | 2,000 | $ | 1.6750 | ||||||||||
| 7/3/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 20 | 2,000 | $ | 0.4000 | ||||||||||
| 7/3/2018 | Buy to Open | Call Option, exercisable at $7.00, expires 1/18/2019 | 20 | 2,000 | $ | 0.6250 | ||||||||||
Page 25
| 7/3/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 10/19/2018 | 20 | 2,000 | $ | 0.6500 | ||||||||||
| 7/3/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 10 | 1,000 | $ | 0.9500 | ||||||||||
| 7/3/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 50 | 5,000 | $ | 1.4600 | ||||||||||
| 7/5/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 10/19/2018 | 10 | 1,000 | $ | 0.6000 | ||||||||||
| 7/6/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 10 | 1,000 | $ | 0.2500 | ||||||||||
| 7/6/2018 | Buy to Open | Call Option, exercisable at $7.00, expires 10/19/2018 | 10 | 1,000 | $ | 0.2500 | ||||||||||
| 7/6/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 10/19/2018 | 10 | 1,000 | $ | 0.5500 | ||||||||||
| 7/6/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 20 | 2,000 | $ | 0.7500 | ||||||||||
| 7/6/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 200 | 20,000 | $ | 1.1025 | ||||||||||
| 7/6/2018 | Sell to Close | Call Option, exercisable at $7.00, expires 10/19/2018 | (273 | ) | (27,300 | ) | $ | 0.1500 | ||||||||
| 7/9/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 10 | 1,000 | $ | 1.1000 | ||||||||||
| 7/11/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 20 | 2,000 | $ | 1.0000 | ||||||||||
| 7/12/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 10/19/2018 | 10 | 1,000 | $ | 0.3500 | ||||||||||
| 7/12/2018 | Buy to Open | Call Option, exercisable at $7.00, expires 1/18/2019 | 459 | 45,900 | $ | 0.4161 |
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| 7/12/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 1,907 | 190,700 | $ | 1.1000 | ||||||||||
| 7/12/2018 | Sell to Close | Call Option, exercisable at $8.00, expires 1/18/2019 | (1,700 | ) | (170,000 | ) | $ | 0.2000 | ||||||||
| 7/12/2018 | Sell to Close | Call Option, exercisable at $7.00, expires 1/18/2019 | (1,050 | ) | (105,000 | ) | $ | 0.3500 | ||||||||
| 7/12/2018 | Sell to Close | Call Option, exercisable at $6.00, expires 10/19/2018 | (312 | ) | (31,200 | ) | $ | 0.3536 | ||||||||
| 7/13/2018 | Sell to Close | Call Option, exercisable at $8.00, expires 1/18/2019 | (258 | ) | (25,800 | ) | $ | 0.2000 | ||||||||
| 7/13/2018 | Sell to Close | Call Option, exercisable at $6.00, expires 10/19/2018 | (242 | ) | (24,200 | ) | $ | 0.4250 | ||||||||
| 7/13/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 23 | 2,300 | $ | 0.2500 | ||||||||||
| 7/13/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 10/19/2018 | 10 | 1,000 | $ | 0.4500 | ||||||||||
| 7/13/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 20 | 2,000 | $ | 0.7000 | ||||||||||
| 7/13/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 1,130 | 113,000 | $ | 1.1519 | ||||||||||
| 7/16/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 210 | 21,000 | $ | 1.0048 | ||||||||||
| 7/18/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 1 | 100 | $ | 0.2000 | ||||||||||
| 7/17/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (800 | ) | (80,000 | ) | $ | 0.6750 | ||||||||
| 7/17/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 20 | 2,000 | $ | 0.6500 | ||||||||||
| 7/17/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 30 | 3,000 | $ | 1.1167 | ||||||||||
| 7/18/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 1 | 100 | $ | 0.2000 |
Page 27
| 7/18/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 8 | 800 | $ | 0.6000 | ||||||||||
| 7/18/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 140 | 14,000 | $ | 1.0464 | ||||||||||
| 7/18/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (110 | ) | (11,000 | ) | $ | 0.6500 | ||||||||
| 7/19/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (20 | ) | (2,000 | ) | $ | 0.6250 | ||||||||
| 7/19/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 10 | 1,000 | $ | 0.6500 | ||||||||||
| 7/19/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 30 | 3,000 | $ | 1.1500 | ||||||||||
| 7/20/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 10 | 1,000 | $ | 0.2000 | ||||||||||
| 7/20/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 1 | 100 | $ | 1.1000 | ||||||||||
| 7/20/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (37 | ) | (3,700 | ) | $ | 0.6730 | ||||||||
| 7/25/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 54 | 5,400 | $ | 1.3444 | ||||||||||
| 7/25/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 1 | 100 | $ | 0.8000 | ||||||||||
| 7/25/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 13 | 1,300 | $ | 0.2577 | ||||||||||
| 7/26/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 13 | 1,300 | $ | 1.4038 | ||||||||||
| 7/26/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 14 | 1,400 | $ | 0.8571 | ||||||||||
| 7/26/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 3 | 300 | $ | 0.3333 |
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| 7/27/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 3 | 300 | $ | 1.3667 | ||||||||||
| 7/27/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 1 | 100 | $ | 0.8000 | ||||||||||
| 7/27/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 5 | 500 | $ | 0.2800 | ||||||||||
| 7/30/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 1 | 100 | $ | 1.4000 | ||||||||||
| 7/30/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 2 | 200 | $ | 0.8000 | ||||||||||
| 7/31/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 8 | 800 | $ | 1.5000 | ||||||||||
| 7/31/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 6 | 600 | $ | 0.9250 | ||||||||||
| 7/31/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 7 | 700 | $ | 0.3143 | ||||||||||
| 7/31/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (2 | ) | (200 | ) | $ | 0.3750 | ||||||||
| 8/1/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 2 | 200 | $ | 1.4250 | ||||||||||
| 8/2/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 1 | 100 | $ | 0.8500 | ||||||||||
| 8/2/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 1 | 100 | $ | 0.2500 | ||||||||||
| 8/3/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 10 | 1,000 | $ | 1.2000 | ||||||||||
| 8/3/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 24 | 2,400 | $ | 0.2042 | ||||||||||
| 8/3/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 10/19/2018 | 560 | 56,000 | $ | 0.5384 | ||||||||||
| 8/29/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 40 | 4,000 | $ | 0.9125 |
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| 8/29/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 10 | 1,000 | $ | 0.4500 | ||||||||||
| 8/30/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 30 | 3,000 | $ | 0.7500 | ||||||||||
| 8/30/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (20 | ) | (2,000 | ) | $ | 0.6000 | ||||||||
| 8/31/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (70 | ) | (7,000 | ) | $ | 0.5571 | ||||||||
| 8/31/2018 | Buy to Open | Call Option, exercisable at $5.00, expires 1/18/2019 | 170 | 17,000 | $ | 0.8203 | ||||||||||
| 8/31/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 1/18/2019 | 30 | 3,000 | $ | 0.4167 | ||||||||||
| 8/31/2018 | Buy to Open | Call Option, exercisable at $8.00, expires 1/18/2019 | 31 | 3,100 | $ | 0.1500 | ||||||||||
| 8/31/2018 | Buy to Open | Call Option, exercisable at $6.00, expires 10/19/2018 | 20 | 2,000 | $ | 0.2250 | ||||||||||
| 9/4/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (20 | ) | (2,000 | ) | $ | 0.6750 | ||||||||
| 9/5/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (14 | ) | (1,400 | ) | $ | 0.6464 | ||||||||
| 9/6/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (1 | ) | (100 | ) | $ | 0.8500 |
Koyote Transactions
| Date | Description of | Description of Derivative Security | Number of Contracts | Number of Shares | Purchase Price Per Contract ($) | |||||||||||
| 8/3/2018 | Sell to Close | Call Option, exercisable at $8.00, on 1/18/2019 | (8,800 | ) | (880,000 | ) | $ | 0.2500 | ||||||||
| 8/3/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 1/18/2019 | (2,200 | ) | (220,000 | ) | $ | 0.4000 | ||||||||
| 9/4/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 10/19/2018 | (265 | ) | (26,500 | ) | $ | 0.4042 | ||||||||
| 9/5/2018 | Buy to Close | Put Option, exercisable at $5.00, expires 1/18/2019 | 848 | 84,800 | $ | 0.7999 | ||||||||||
| 9/5/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 10/19/2018 | (5 | ) | (500 | ) | $ | 0.5500 | ||||||||
| 9/6/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 10/19/2018 | (123 | ) | (12,300 | ) | $ | 0.6951 | ||||||||
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TAR Holdings Transactions
Date of | Nature of Transaction | Number of Shares Purchased/(Sold) | Purchase Price Per Share ($) | |||||||
| 7/19/2018 | Purchase (Put Options Assigned) | 13,300 | $ | 6.0000 | ||||||
| 7/20/2018 | Purchase (Put Options Assigned) | 136,700 | $ | 6.0000 | ||||||
| 8/17/2018 | Purchase (Put Options Assigned) | 68,100 | $ | 6.0000 | ||||||
| Date | Description of | Description of Derivative Security | Number of Contracts | Number of Shares | Purchase Price Per Contract ($) | |||||||||||
| 7/5/2018 | Sell to Open | Put Option, exercisable at $6.00, expires 8/17/2018 | 1,000 | 100,000 | $ | 0.50 | ||||||||||
| 7/9/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 10/19/2018 | 28 | 2,800 | $ | 0.45 | ||||||||||
| 7/10/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 10/19/2018 | 250 | 25,000 | $ | 0.46 | ||||||||||
| 7/11/2018 | Buy to Close | Call Option, exercisable at $7.00, expires 8/17/2018 | (176 | ) | (17,600 | ) | $ | 0.05 | ||||||||
| 7/12/2018 | Buy to Close | Call Option, exercisable at $7.00, expires 8/17/2018 | (74 | ) | (7,400 | ) | $ | 0.05 | ||||||||
| 7/12/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 10/19/2018 | 250 | 25,000 | $ | 0.50 | ||||||||||
| 7/24/2018 | Sell to Open | Put Option, exercisable at $6.00, expires 09/21/2018 | 100 | 10,000 | $ | 0.75 | ||||||||||
| 7/25/2018 | Sell to Open | Put Option, exercisable at $7.00, expires 1/18/2019 | 107 | 10,700 | $ | 1.70 | ||||||||||
| 7/27/2018 | Sell to Open | Put Option, exercisable at $6.00, expires 10/19/2018 | 250 | 25,000 | $ | 0.70 | ||||||||||
| 8/2/2018 | Buy to Close | Put Option, exercisable at $5.00, expires 10/19/2018 | (25 | ) | (2,500 | ) | $ | 0.20 | ||||||||
| 8/3/2018 | Sell to Open | Put Option, exercisable at $7.00, expires 1/18/2019 | 150 | 15,000 | $ | 1.70 | ||||||||||
| 8/8/2018 | Buy to Close | Put Option, exercisable at $6.00, expires 8/17/2018 | (57 | ) | (5,700 | ) | $ | 0.20 | ||||||||
| 8/29/2018 | Sell to Open | Put Option, exercisable at $6.00, expires 1/18/2019 | 100 | 10,000 | $ | 1.20 | ||||||||||
| 8/30/2018 | Sell to Open | Put Option, exercisable at $5.00, expires 10/19/2018 | 250 | 25,000 | $ | 0.35 | ||||||||||
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