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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 | (3) | 12/17/2020 | A | 2,201 | (4) | (4) | Common Stock | 2,201 | $ 0 | 2,201 | D | ||||
Restricted Stock Units | (3) | 12/17/2020 | A | 254 | (5) | (5) | Common Stock | 254 | $ 0 | 254 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HEYER ANDREW R TWO LANDMARK SQUARE, SUITE 300 STAMFORD, CT 06901 |
X |
/s/ Andrew R. Heyer | 12/21/2020 | |
**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) | These shares are held by Heyer Investment Management, LLC and Andrew R. Heyer 2007 Associates, L.P., each of which Mr. Heyer controls. |
(2) | 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 the Mistral Equity Partners, LP ("MEP, LP"), MEP Co-Invest, LLC ("MEP Co-Invest"), Mistral Equity Partners QP, LP ("Mistral QP" and together with MEP, LP and MEP Co-Invest, the "Mistral Funds"), Mistral Sac Holdings 3, LLP ("MSH3") and Mistral Sac Holdings 4, LLP ("MSH4"). Each of the Mistral Funds is controlled by Mr. Heyer. Mr. Heyer disclaims beneficial ownership of the securities owned by MSH3, MSH4 and the Mistral Funds, except to the extent of Mr. Heyer's pecuniary interest therein. |
(3) | Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. |
(4) | The reporting person received a grant of 2,201 RSUs, of which 100% are subject to vesting on 6/15/2021. |
(5) | The reporting person received a grant of 254 RSUs, of which 100% are subject to vesting on 12/17/2021. |