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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ALTMAN JEFFREY A 640 FIFTH AVENUE, 20TH FLOOR NEW YORK, NY 10019 |
X | X | ||
| Owl Creek Asset Management, L.P. 640 FIFTH AVENUE 20TH FLOOR NEW YORK, NY 10019 |
X | |||
| By: /s/ Jeffrey A. Altman | 02/12/2024 | |
| **Signature of Reporting Person | Date | |
| Owl Creek Asset Management, L.P. By: /s/ Owl Creek GP, L.L.C., its general partner By: /s/ Jeffrey A. Altman, Managing Member | 02/12/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The restricted stock awards ("RSAs") vest in full on the earlier of (i) August 7, 2024 or (ii) immediately prior to commencement of the Issuer's next annual stockholder meeting. |
| (2) | Represents RSAs granted to Mr. Altman as compensation for his services as a non-employee director on the Issuer's board of directors. Mr. Altman may be deemed to hold the securities reported herein for the benefit of certain funds (the "Owl Creek Funds") to which Owl Creek Asset Management, L.P., a Delaware limited partnership (the "Investment Manager"), serves as investment manager. |
| (3) | Represents shares of Common Stock directly held by Mr. Altman. |
| (4) | These securities are held by the Owl Creek Funds. Mr. Altman is the managing member of the general partner of the Investment Manager. |
| (5) | Each of the Investment Manager and Mr. Altman disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any. |
| Remarks: The Investment Manager may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Altman currently serves on the board of directors of the Issuer. |
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