SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Martin Sklar
Kleinberg, Kaplan, Wolff & Cohen P.C.
500 Fifth Avenue

New York, NY 10110

(212) 986-6000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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 of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

¹            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).

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2.     Identity and Background

Subsection (c) of Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(c) Esopus Creek Fund, Rainy Daze, Hutch Master and Mr. Sole each hold the shares of Common Stock of the Issuer that are the subject of this statement. The principal business of each of Esopus Creek Fund, Rainy Daze and Hutch Master is to invest in securities. The principal business of Esopus Creek Management is serving as an investment manager, including as the investment manager of Rainy Daze. The principal business of Hutch Capital is serving as an investment manager, including as the investment manager of Hutch Master. Mr. Saunders’s principal occupation is investing, and directing the investment of, assets, including by serving as the managing member of Hutch Capital and as the investment manager of Hutch Master. Mr. Sole’s principal occupation is investing, and directing the investment of, assets, including by serving as the principal of Esopus Creek Advisors LLC, the General Partner of Esopus Creek Fund, and as the principal of Esopus Creek Management, an investment manager of Rainy Daze. As a result of the foregoing relationships, (i) Esopus Creek Management may be deemed to beneficially own the Shares held by Rainy Daze, (ii) Hutch Capital may be deemed to beneficially own the Shares held by Hutch Master, (iii) Mr. Sole may be deemed to beneficially own the Shares held by each of Esopus Creek Fund and Rainy Daze, and an additional 145,337 Shares that he personally owns, and (iv) Mr. Saunders may be deemed to beneficially own the Shares held by Hutch Master, 1,500,000 Shares that are the subject of powers of attorney in favor of Mr. Saunders, and an additional 10,000 Shares that he personally owns.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

All of the Shares to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the respective Reporting Person. The aggregate amount of funds used for the purchase of the securities held by the Esopus Reporting Persons was approximately $9,023,098, including commissions. The aggregate amount of funds used for the purchase of the securities held by the Hutch Reporting Persons was approximately $9,714,879, including commissions.

Item 4 of the Schedule 13D is hereby amended to add the following:

Having successfully fulfilled their investment goals with respect to the Issuer, on May 14, 2020, the Esopus Reporting Persons and the Hutch Reporting Persons agreed to terminate their “group” (for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).  The Reporting Persons initially formed their group to urge the Issuer to engage in a share repurchase plan.  After the Reporting Persons’ meeting with senior management and a Director of the Issuer in late February, the Issuer announced that it had authorized a share repurchase plan that will be executed over the course of 2020 and 2021.  The Issuer’s recent SEC filing evidences that the repurchase plan has been implemented.  The Issuer has also improved its communication with shareholders. The Reporting Persons are pleased with the current direction of the Company and believe their group is no longer necessary.  As such, the Reporting Persons have terminated the Joint Filing Agreement pursuant to which they had agreed to jointly file this Schedule 13D (a copy of which is attached as Exhibit 99.1). The termination of the Joint Filing Agreement is deemed to be effective immediately after the filing of this Amendment No. 3.

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

(a)-(b) The aggregate percentage of shares of Common Stock reported owned is based upon 81,047,424 shares of Common Stock outstanding as of May 1, 2020 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020.

 

As of the date hereof, Esopus Creek Fund beneficially owned 3,479,909 Shares, constituting approximately 4.3% of the Shares outstanding. As of the date hereof, Rainy Daze beneficially owned 603,400 Shares, constituting less than 1% of the Shares outstanding. As of the date hereof, Hutch Master beneficially owned 988,315 Shares, constituting approximately 1.2% of the Shares outstanding. As of the date hereof, Mr. Saunders owns 10,000 Shares, constituting less than 1% of the Shares outstanding. As of the date hereof, Mr. Sole owns 145,337 Shares, constituting less than 1% of the Shares outstanding. As of the date hereof, Mr. Saunders holds powers of attorney with respect to 1,500,000 Shares, constituting 1.9% of the Shares outstanding. By virtue of its relationship with Rainy Daze discussed in further detail in Item 2, Esopus Creek Management may be deemed to be the beneficial owner of the Shares owned directly by Rainy Daze. By virtue of its relationship with Hutch Master discussed in further detail in Item 2, Hutch Capital may be deemed to be the beneficial owner of the Shares owned directly by Hutch Master. By virtue of his relationship with Hutch Master discussed in further detail in Item 2, Mr. Saunders may be deemed to beneficially own the Shares owned by Hutch Master, as well as the shares he owns directly. By virtue of his relationships with each of Esopus Fund and Esopus Creek Management discussed in further detail in Item 2, Mr. Sole may be deemed to beneficially own the Shares owned directly by each of Esopus Creek Fund and Rainy Daze, as well as the Shares that he owns directly. Mr. Saunders may be deemed to have beneficial ownership over the Shares over which he has power of attorney. Esopus Creek Fund and Mr. Sole have shared voting and dispositive power over the shares of Common Stock directly held by Esopus Creek Fund. Rainy Daze, Esopus Creek Management and Mr. Sole have shared voting and dispositive power over the shares of Common Stock held directly by Rainy Daze. Hutch Master, Hutch Capital and Mr. Saunders have shared voting and dispositive power over the Common Stock held directly by Hutch Master. Mr. Sole has sole voting and dispositive power over the Common Stock held directly by him. Mr. Saunders has sole voting and dispositive power over the Common Stock held directly by him. Mr. Saunders has shared voting and dispositive power over the shares of Common Stock that are the subject of powers of attorney in favor of Mr. Saunders.

 

(c) Except as disclosed on Schedule A attached hereto, none of the Reporting Persons have entered into any transactions involving the Common Stock during the past 60 days.

As further described in Item 4 above, as of May 14, 2020, the Reporting Persons ceased to be a “group” (for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) and terminated their Joint Filing Agreement with respect to the Common Stock.

Each Esopus Reporting Person, as a member of a “group” with the other Esopus Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Esopus Reporting Persons. As of the date hereof, the Esopus Reporting Persons beneficially own an aggregate of 4,228,646 Shares, constituting approximately 5.2% of the outstanding Shares. Each Esopus Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Each Hutch Reporting Person, as a member of a “group” with the other Hutch Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Hutch Reporting Persons. As of the date hereof, the Hutch Reporting Persons beneficially own an aggregate of 2,498,315 Shares, constituting approximately 3.1% of the outstanding Shares. Each Hutch Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

 

(d) Except for the grantor of the above-mentioned powers of attorney in favor of Mr. Saunders no Person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that may be beneficially owned by the Reporting Persons.

 

(e) Not Applicable.

Item 7 of the Schedule 13D is hereby amended to add the following:

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	Buy/Sell	Security	Approximate Price Per Share2	Amount of Shares Bought/(Sold)
Esopus Creek Value Series Fund LP – Series A
03/10/2020	BUY	Common Stock	$4.90	2,000
03/13/2020	BUY	Common Stock	$4.50	2,000
04/22/2020	BUY	Common Stock	$5.45	1,000
05/01/2020	BUY	Common Stock	$5.84	2,000
Hutch Master Fund Ltd.
3/16/2020	BUY	Common Stock	$4.04	44,897
3/17/2020	BUY	Common Stock	$4.03	2,000
3/17/2020	SELL	Common Stock	$4.68	(5,000)
3/18/2020	SELL	Common Stock	$4.66	(8,196)
3/18/2020	BUY	Common Stock	$4.13	8,620
3/19/2020	SELL	Common Stock	$4.63	(1,100)
3/20/2020	SELL	Common Stock	$4.70	(32,200)
3/23/2020	SELL	Common Stock	$4.80	(4,347)
3/23/2020	BUY	Common Stock	$4.44	2,000
3/24/2020	SELL	Common Stock	$4.73	(1,500)
3/25/2020	SELL	Common Stock	$4.74	(3,000)
3/26/2020	SELL	Common Stock	$4.93	(20,965)
3/27/2020	SELL	Common Stock	$4.78	(5,000)
3/30/2020	SELL	Common Stock	$4.83	(18,344)
3/31/2020	SELL	Common Stock	$4.73	(42,300)
4/1/2020	BUY	Common Stock	$4.53	20,270
4/2/2020	BUY	Common Stock	$4.51	138
4/3/2020	SELL	Common Stock	$4.84	(63,429)
4/6/2020	SELL	Common Stock	$5.20	(33,000)
4/7/2020	SELL	Common Stock	$5.17	(21,317)
4/7/2020	BUY	Common Stock	$5.06	903
4/8/2020	SELL	Common Stock	$5.23	(23,500)
4/9/2020	SELL	Common Stock	$5.32	(33,405)
4/13/2020	SELL	Common Stock	$5.36	(22,104)
4/14/2020	SELL	Common Stock	$5.50	(30,728)
4/15/2020	BUY	Common Stock	$5.29	3,000
4/15/2020	SELL	Common Stock	$5.46	(7,425)
4/16/2020	SELL	Common Stock	$5.55	(5,104)
4/17/2020	SELL	Common Stock	$5.67	(17,943)
4/20/2020	SELL	Common Stock	$5.75	(19,300)
4/21/2020	SELL	Common Stock	$5.50	(1,000)
4/21/2020	BUY	Common Stock	$5.40	2,000
4/22/2020	BUY	Common Stock	$5.40	1,000
4/22/2020	SELL	Common Stock	$5.60	(1,400)
4/27/2020	SELL	Common Stock	$5.62	(4,700)
4/28/2020	BUY	Common Stock	$5.48	1,000
4/28/2020	SELL	Common Stock	$5.62	(8,258)
4/29/2020	SELL	Common Stock	$5.79	(32,900)
4/30/2020	SELL	Common Stock	$5.97	(18,899)
5/4/2020	SELL	Common Stock	$5.90	(11,348)
5/5/2020	SELL	Common Stock	$5.96	(6,329)
5/6/2020	SELL	Common Stock	$5.87	(19,352)
5/7/2020	SELL	Common Stock	$5.90	(1,400)
5/7/2020	BUY	Common Stock	$5.63	4,000
5/8/2020	SELL	Common Stock	$5.91	(14,990)
5/11/2020	SELL	Common Stock	$5.86	(7,324)
5/11/2020	BUY	Common Stock	$5.70	1,000
5/12/2020	SELL	Common Stock	$5.89	(7,371)
5/12/2020	BUY	Common Stock	$5.79	1,000
5/13/2020	BUY	Common Stock	$5.56	4,000

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