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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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) | ||
| 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 | ||||||||
| Restricted Stock Units | (9) | (10) | (10) | Common Stock | 3,245 | 3,245 | D | ||||||||
| Restricted Stock Units | (9) | (11) | (11) | Common Stock | 3,245 | 3,245 | D | ||||||||
| Warrants to Purchase Common Stock | $ 16 | 05/30/2017 | 06/29/2021 | Common Stock | 75,000 | 75,000 | I | See Footnote (15) (8) (12) | |||||||
| Warrants to Purchase Common Stock | $ 16 | 05/30/2017 | 06/29/2021 | Common Stock | 90,000 | 90,000 | I | See Footnote (6) (8) (12) | |||||||
| Warrants to Purchase Common Stock | $ 16 | 10/19/2017 | 06/29/2021 | Common Stock | 74,200 | 74,200 | I | See Footnote (7) (8) (12) (13) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HEYER ANDREW R C/O MISTRAL EQUITY PARTNERS 650 FIFTH AVENUE, 10TH FLOOR NEW YORK, NY 10019 |
X | X | ||
| /s/ Andrew R. Heyer | 12/20/2019 | |
| **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) | Represents a contribution of shares of the registrant's common stock from SAC Acquisition LLC ("SAC") to the registrant in connection with an exchange of options previously issued by SAC. |
| (2) | These securities were held by SAC. |
| (3) | Represents a pro rata distribution of shares of the registrant's common stock from SAC to its members. |
| (4) | Represents shares acquired in a pro rata distribution of shares of the registrant's common stock from SAC to its members. |
| (5) | These securities were held by Mistral Sac Holdings, LLC ("MSH") after giving effect to the distribution described in footnote 3, prior to giving effect to the distribution described in footnote 14. |
| (6) | These securities are held by Mistral Sac Holdings 2, LLC ("MSH2") and, in the case of common stock, after giving effect to the distribution described in footnote 3. |
| (7) | These securities are held by Mistral Sac Holdings 4, LLC ("MSH4"). |
| (8) | By reason of the provisions of Rule 16a-1 of the Exchange Act, Mr. Heyer may be deemed to have beneficial ownership of certain of the securities that are beneficially owned by SAC, MSH, MSH2, MSH3, MSH4 and the Mistral Funds (as defined below). Mr. Heyer disclaims beneficial ownership of the securities owned by SAC, MSH, MSH2, MSH3, MSH4 and the Mistral Funds, except to the extent of Mr. Heyer's pecuniary interest therein. |
| (9) | Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the registrant's common stock. |
| (10) | The reporting person received a grant of 3,245 RSUs, of which 100% are subject vesting on the first anniversary of the October 2, 2019 grant date. |
| (11) | The reporting person received a grant of 3,245 RSUs, of which 50% are subject vesting on the first anniversary of the October 2, 2019 grant date and 50% are subject vesting on the second anniversary of the grant date. |
| (12) | The number of shares underlying these warrants reflects the 1-for-2.5 reverse stock split of the issuer's common stock that occurred at the time of the issuer's initial public offering. This adjustment should have been reflected in the reporting person's Form 4 filed on November 2, 2018. |
| (13) | In the reporting person's Form 4 filed on November 2, 2018, these warrants were incorrectly presented as being held by SAC Acquisition LLC. |
| (14) | Represents the net result of a pro rata distribution of 2,639,744 shares of the registrant's common stock from MSH to its members. As a result of the distribution, 446,145 shares of the registrant's common stock were distributed to non-affiliates of the reporting person and the remaining shares are held by Mistral Equity Partners, LP, Mistral Equity Partners QP, LP and MEP Co-Invest, LLC (collectively, the "Mistral Funds"), each of which is controlled by Mr, Heyer. |
| (15) | These securities are held by the Mistral Funds. |