(Amendment No. 2)1
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 ☐.
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).
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1
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NAME OF REPORTING PERSON
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Outerbridge
Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,104,490 *
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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2,336,748 *
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,104,490 *
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.6%
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14
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TYPE OF REPORTING PERSON
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OO, IA
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* Includes 1,220,000 Ordinary Shares underlying certain call options
currently exercisable as described in more detail in Item 6.
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1
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NAME OF REPORTING PERSON
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Outerbridge Partners, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,000,663 *
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,000,663 *
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,000,663 *
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.8%
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14
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TYPE OF REPORTING PERSON
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PN
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* Includes 840,000 Ordinary Shares underlying certain call options
currently exercisable as described in more detail in Item 6.
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1
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NAME OF REPORTING PERSON
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Outerbridge Special Opportunities Fund II, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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141,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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141,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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141,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Outerbridge Partners GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
Delaware
|
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NUMBER OF
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7
|
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SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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0
|
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OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
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|
|
|
|
REPORTING
|
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1,000,663 *
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PERSON WITH
|
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9
|
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SOLE DISPOSITIVE POWER
|
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|
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0
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|
10
|
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SHARED DISPOSITIVE POWER
|
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|
|
|
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1,000,663 *
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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|
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1,000,663 *
|
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|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
|
|
|
|
|
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|
2.8%
|
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|
14
|
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TYPE OF REPORTING PERSON
|
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|
|
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|
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|
OO
|
|
* Includes 840,000 Ordinary Shares underlying certain call options
currently exercisable as described in more detail in Item 6.
|
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1
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NAME OF REPORTING PERSON
|
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|
Outerbridge Special Opportunities GP II, LLC
|
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
|
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3
|
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SEC USE ONLY
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|
4
|
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SOURCE OF FUNDS
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|
AF
|
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|
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
Delaware
|
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NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
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|
|
|
|
BENEFICIALLY
|
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0
|
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OWNED BY
|
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8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
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|
|
141,000
|
|
PERSON WITH
|
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9
|
|
SOLE DISPOSITIVE POWER
|
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|
|
|
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|
|
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0
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|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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141,000
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
|
|
|
|
|
|
|
141,000
|
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
|
|
|
|
|
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|
|
Less than 1%
|
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|
14
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TYPE OF REPORTING PERSON
|
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OO
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1
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NAME OF REPORTING PERSON
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|
Rory Wallace
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
|
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3
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
|
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|
|
|
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|
AF
|
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|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
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|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
United States of America
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,104,490 *
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,336,748 *
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,104,490 *
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
8.6%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Includes 1,220,000 Ordinary Shares underlying certain call options
currently exercisable as described in more detail in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
QVT Family Office Fund LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Cayman Islands
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
767,742
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
767,742
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
767,742
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
QVT Associates GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
767,742
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
767,742
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
767,742
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
QVT Financial LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
767,742
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
767,742
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
767,742
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
QVT Financial GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
767,742
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
767,742
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
767,742
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
The following constitutes Amendment
No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically
set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended and
restated to read as follows:
The Ordinary Shares beneficially
owned by each of the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.
The aggregate purchase price
of the 160,663 Ordinary Shares owned directly by Outerbridge Partners is approximately 2,263,677.40, excluding brokerage commissions.
The aggregate purchase price of the call options referencing 840,000 Ordinary Shares held by Outerbridge Partners that are currently exercisable
is approximately $265,966, excluding brokerage commissions. The aggregate purchase price of the 141,000 Ordinary Shares owned directly
by Outerbridge SOF II is approximately $2,308,962, excluding brokerage commissions. The aggregate purchase price of the 767,742 Ordinary
Shares owned directly by QVT Fund is approximately $12,728,096, excluding brokerage commissions. The aggregate purchase price of the 815,085
Ordinary Shares held in the Accounts, which Outerbridge Capital may be deemed to beneficially own, is approximately $11,638,514, excluding
brokerage commissions. The aggregate purchase price of the call options referencing 380,000 Ordinary Shares held by the Accounts that
are currently exercisable, which Outerbridge Capital may be deemed to beneficially own, is approximately $150,442, excluding brokerage
commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended to
add the following:
Notwithstanding the recent decline
in the Issuer’s shares, the Reporting Persons remain encouraged by the rate and quality of new customer wins for the Issuer’s
burgeoning cybersecurity business, and are pleased by the Issuer’s decision to showcase its security-as-a-service (SECaaS) annual
recurring revenue (ARR) to investors on a quarterly basis. The Reporting Persons appreciate the nascency of the Allot Secure business
and the attendant difficulty of forecasting such a business that the Issuer’s Q3 results demonstrated. Nevertheless, the Reporting
Persons believe the Issuer’s recently articulated strategies for increasing both the accuracy of its forecasts and the rate of Allot
Secure adoption appear sound.
The Reporting Persons believe
the Issuer’s share price remains deeply undervalued and, accordingly, the Reporting Persons have held and plan to continue holding
discussions with the Issuer’s management team and Board of Directors on topics related to optimizing financial reporting, board
composition, and enhancing value for all shareholders.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a) – (c) are hereby
amended and restated to read as follows:
The aggregate percentage of
Ordinary Shares reported owned by each person named herein is based upon 36,286,436 Ordinary Shares outstanding as of September 30, 2021,
which is the total number of Ordinary Shares outstanding as reported in the Issuer’s Form 6-K filed with the SEC on November 9,
2021.
|
(a)
|
As of the close of business on November 12, 2021, Outerbridge Partners beneficially owned directly 1,000,663
Ordinary Shares, including 840,000 Ordinary Shares underlying certain call options that are currently exercisable.
|
Percentage: Approximately 2.8%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,000,663
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,000,663
|
|
(c)
|
The transactions in the securities of the Issuer by Outerbridge Partners during the past sixty days are
set forth on Schedule B and incorporated herein by reference.
|
|
(a)
|
As of the close of business on November 12, 2021, Outerbridge SOF II beneficially owned directly 141,000
Ordinary Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 141,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 141,000
|
|
(c)
|
Outerbridge SOF II has not entered into any transactions in the securities of the Issuer during the past
sixty days.
|
|
(a)
|
As the general partner of Outerbridge Partners, Outerbridge GP may be deemed the beneficial owner of the
1,000,663 Ordinary Shares beneficially owned directly by Outerbridge Partners.
|
Percentage: Approximately 2.8%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,000,663
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,000,663
|
|
(c)
|
Outerbridge GP has not entered into any transactions in the securities of the Issuer during the past sixty
days. The transactions in the securities of the Issuer on behalf of Outerbridge Partners during the past sixty days are set forth on Schedule
B and incorporated herein by reference.
|
|
(a)
|
As the general partner of Outerbridge SOF II, Outerbridge GP II may be deemed the beneficial owner of
the 141,000 Ordinary Shares beneficially owned directly by Outerbridge SOF II.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 141,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 141,000
|
|
(c)
|
Outerbridge GP II has not entered into any transactions in the securities of the Issuer during the past
sixty days.
|
|
(a)
|
As the investment manager of each of Outerbridge Partners, Outerbridge SOF II and the Accounts, Outerbridge
Capital may be deemed the beneficial owner of the (i) 1,000,663 Ordinary Shares beneficially owned directly by Outerbridge Partners, (ii)
141,000 Ordinary Shares beneficially owned directly by Outerbridge SOF II, and (iii) 1,195,085 Ordinary Shares held in the Accounts, including
380,000 Ordinary Shares underlying certain call options that are currently exercisable. In addition, Outerbridge Capital may be deemed
to beneficially own the 767,742 Ordinary Shares beneficially owned directly by QVT Fund pursuant to the QVT Voting Agreement (as defined
in Item 6).
|
Percentage: Approximately 8.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,104,490
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,336,748
|
|
(c)
|
Outerbridge Capital has not entered into any transactions in the securities of the Issuer during the past
sixty days. The transactions in the securities of the Issuer on behalf of each of Outerbridge Partners and the Accounts are set forth
in Schedule B and are incorporated herein by reference.
|
|
(a)
|
As the managing member of each of Outerbridge Capital, Outerbridge GP and Outerbridge GP II, Mr. Wallace
may be deemed the beneficial owner of the (i) 1,000,663 Ordinary Shares beneficially owned directly by Outerbridge Partners, (ii) 141,000
Ordinary Shares beneficially owned directly by Outerbridge SOF II, (iii) 1,195,085 Ordinary Shares held in the Accounts, including 380,000
Ordinary Shares underlying certain call options that are currently exercisable and (iv) 767,742 Ordinary Shares beneficially owned directly
by QVT Fund.
|
Percentage: Approximately 8.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,104,490
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,336,748
|
|
(c)
|
Mr. Wallace has not entered into any transactions in the securities of the Issuer during the past sixty
days. The transactions in the securities of the Issuer on behalf of each of Outerbridge Partners and the Accounts are set forth in Schedule
B and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on November 12, 2021, QVT Fund beneficially owned directly 767,742 Ordinary
Shares.
|
Percentage: Approximately 2.1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 767,742
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 767,742
|
|
(c)
|
The transactions in the securities of the Issuer by QVT Fund during the past sixty days are set forth
on Schedule B and incorporated herein by reference.
|
|
(a)
|
As the general partner of QVT Fund, QVT Associates GP may be deemed the beneficial owner of the 767,742
Ordinary Shares beneficially owned directly by QVT Fund.
|
Percentage: Approximately 2.1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 767,742
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 767,742
|
|
(c)
|
QVT Associates GP has not entered into any transactions in the securities of the Issuer during the past
sixty days. The transactions in the securities of the Issuer on behalf of QVT Fund during the past sixty days are set forth on Schedule
B and incorporated herein by reference.
|
|
(a)
|
As the investment manager of QVT Fund, QVT Financial may be deemed the beneficial owner of the 767,742
Ordinary Shares beneficially owned directly by QVT Fund.
|
Percentage: Approximately 2.1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 767,742
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 767,742
|
|
(c)
|
QVT Financial has not entered into any transactions in the securities of the Issuer during the past sixty
days. The transactions in the securities of the Issuer on behalf of QVT Fund during the past sixty days are set forth on Schedule B and
incorporated herein by reference.
|
|
(a)
|
As the general partner of QVT Financial, QVT Financial GP may be deemed the beneficial owner of the 767,742
Ordinary Shares beneficially owned directly by QVT Fund.
|
Percentage: Approximately 2.1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 767,742
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 767,742
|
|
(c)
|
QVT Financial has not entered into any transactions in the securities of the Issuer during the past sixty
days. The transactions in the securities of the Issuer on behalf of QVT Fund during the past sixty days are set forth on Schedule B and
incorporated herein by reference.
|
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 6 is hereby amended to
add the following:
Outerbridge Partners has purchased
certain American-style call options referencing an aggregate of 250,000 Ordinary Shares, which are currently exercisable, have a strike
price of $17.50 per Ordinary Share and expire on November 19, 2021, as further described on Schedule B hereto.
Outerbridge Partners purchased
certain additional American-style call options referencing an aggregate of 300,000 Ordinary Shares, which had a strike price of $17.50
per Ordinary Share and had an expiration date of November 19, 2021. Prior to their expiration, these call options were sold, as set forth
on Schedule B. Accordingly, Outerbridge Partners no longer has any exposure to such options.
Outerbridge Partners has purchased
certain American-style call options referencing an aggregate of 300,000 Ordinary Shares, which are currently exercisable, have a strike
price of $20.00 per Ordinary Share and expire on March 18, 2022, as further described on Schedule B hereto.
Outerbridge Partners has purchased
certain American-style call options referencing an aggregate of 290,000 Ordinary Shares, which are currently exercisable, have a strike
price of $25.00 per Ordinary Share and expire on March 18, 2022, as further described on Schedule B hereto.
As previously disclosed, Outerbridge
Partners had purchased certain American-style call options referencing an aggregate of 360,000 Ordinary Shares, which had a strike price
of $17.50 per Ordinary Share and had an expiration date of September 17, 2021. These call options expired worthless pursuant to their
terms. Accordingly, the Accounts no longer have any exposure to such options.
As previously disclosed, Outerbridge
Capital, on behalf of the Accounts, had purchased certain American-style call options referencing an aggregate of 620,000 Ordinary Shares,
which had a strike price of $22.50 per Ordinary Share and had an expiration date of September 17, 2021. Prior to their expiration, these
call options were sold. Accordingly, the Accounts no longer have any exposure to such options.
Outerbridge Capital, on behalf
of the Accounts, has purchased certain American-style call options referencing an aggregate of 380,000 Ordinary Shares, which are currently
exercisable, have a strike price of $25.00 per Ordinary Share and expire on March 18, 2022, as further described on Schedule B hereto.
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: November 15, 2021
|
OUTERBRIDGE CAPITAL MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ Rory Wallace
|
|
|
Name:
|
Rory Wallace
|
|
|
Title:
|
Managing Member
|
|
OUTERBRIDGE PARTNERS, LP
|
|
|
|
|
By:
|
Outerbridge Partners GP, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Rory Wallace
|
|
|
Name:
|
Rory Wallace
|
|
|
Title:
|
Managing Member
|
|
OUTERBRIDGE SPECIAL OPPORTUNITIES FUND II, LP
|
|
|
|
By:
|
Outerbridge Special Opportunities GP II, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Rory Wallace
|
|
|
Name:
|
Rory Wallace
|
|
|
Title:
|
Managing Member
|
|
OUTERBRIDGE PARTNERS GP, LLC
|
|
|
|
By:
|
/s/ Rory Wallace
|
|
|
Name:
|
Rory Wallace
|
|
|
Title:
|
Managing Member
|
|
OUTERBRIDGE SPECIAL OPPORTUNITIES GP II, LLC
|
|
|
|
By:
|
/s/ Rory Wallace
|
|
|
Name:
|
Rory Wallace
|
|
|
Title:
|
Managing Member
|
|
/s/ Rory Wallace
|
|
RORY WALLACE
|
|
QVT FAMILY OFFICE FUND LP
|
|
|
|
By:
|
QVT Associates GP LLC, its general partner
|
|
|
|
|
By:
|
/s/ Dan Gold
|
|
|
Name:
|
Dan Gold
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/ Tracy Fu
|
|
|
Name:
|
Tracy Fu
|
|
|
Title:
|
Managing Member
|
|
QVT ASSOCIATES GP LLC
|
|
|
|
By:
|
/s/ Dan Gold
|
|
|
Name:
|
Dan Gold
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/ Tracy Fu
|
|
|
Name:
|
Tracy Fu
|
|
|
Title:
|
Managing Member
|
|
QVT FINANCIAL LP
|
|
|
|
By:
|
QVT Financial GP LLC, its general partner
|
|
|
|
|
By:
|
/s/ Dan Gold
|
|
|
Name:
|
Dan Gold
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/ Tracy Fu
|
|
|
Name:
|
Tracy Fu
|
|
|
Title:
|
Managing Member
|
|
QVT FINANCIAL GP LLC
|
|
|
|
By:
|
/s/ Dan Gold
|
|
|
Name:
|
Dan Gold
|
|
|
Title:
|
Managing Member
|
|
By:
|
/s/ Tracy Fu
|
|
|
Name:
|
Tracy Fu
|
|
|
Title:
|
Managing Member
|
SCHEDULE B
Transactions in the Securities of the Issuer
During the Past Sixty Days
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
OUTERBRIDGE PARTNERS, LP
Purchase of March 18, 2022 Call Options ($25.00 Strike Price)
|
240,000
|
$0.3959
|
09/15/2021
|
Purchase of March 18, 2022 Call Options ($25.00 Strike Price)
|
50,000
|
$0.4300
|
09/16/2021
|
Purchase of Ordinary Shares
|
6,055
|
$14.8695
|
09/28/2021
|
Purchase of Ordinary Shares
|
20,000
|
$15.1048
|
10/11/2021
|
Purchase of November 19, 2021 Call Options ($17.50 Strike Price)
|
150,000
|
$0.3000
|
10/12/2021
|
Purchase of November 19, 2021 Call Options ($17.50 Strike Price)
|
50,000
|
$0.3500
|
10/15/2021
|
Purchase of November 19, 2021 Call Options ($17.50 Strike Price)
|
100,000
|
$0.3797
|
10/18/2021
|
Sale of Ordinary Shares
|
(35,000)
|
$14.8935
|
10/18/2021
|
Purchase of November 19, 2021 Call Options ($17.50 Strike Price)
|
150,000
|
$0.2750
|
10/26/2021
|
Sale of Ordinary Shares
|
(35,000)
|
$14.6000
|
10/26/2021
|
Purchase of November 19, 2021 Call Options ($17.50 Strike Price)
|
100,000
|
$0.2900
|
11/02/2021
|
Purchase of Ordinary Shares
|
10,000
|
$14.9341
|
11/04/2021
|
Purchase of Ordinary Shares
|
15,663
|
$15.0116
|
11/04/2021
|
Purchase of Ordinary Shares
|
25,000
|
$14.9998
|
11/04/2021
|
Purchase of Ordinary Shares
|
30,000
|
$15.2802
|
11/05/2021
|
Purchase of Ordinary Shares
|
50,000
|
$13.7388
|
11/09/2021
|
Sale of November 19, 2021 Call Options ($17.50 Strike Price)
|
(300,000)
|
$0.0001
|
11/11/2021
|
Purchase of March 18, 2022 Call Options ($20.00 Strike Price)
|
300,000
|
$0.2500
|
11/11/2021
|
Purchase of Ordinary Shares
|
30,000
|
$11.9000
|
11/11/2021
|
OUTERBRIDGE CAPITAL MANAGEMENT LLC
(Through the Accounts)
Sale of September 17, 2021 Call Options ($22.50 Strike Price)
|
(329,800)
|
$0.0100
|
09/15/2021
|
Sale of September 17, 2021 Call Options ($22.50 Strike Price)
|
(290,200)
|
$0.0100
|
09/15/2021
|
Purchase of March 18, 2022 Call Options ($25.00 Strike Price)
|
202,200
|
$0.3959
|
09/15/2021
|
Purchase of March 18, 2022 Call Options ($25.00 Strike Price)
|
177,800
|
$0.3959
|
09/15/2021
|
QVT FAMILY OFFICE FUND LP
Purchase of Ordinary Shares
|
150,000
|
$11.9000
|
11/11/2021
|
21