UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Okumus Fund Management Ltd. 767 THIRD AVENUE 35TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
Okumus Opportunistic Value Fund Ltd. CRAIGMUIR CHAMBERS P.O. BOX 71, ROAD TOWN TORTOLA, D8 VG 1110 |
 |  X |  |  |
OKUMUS AHMET H C/O OKUMUS FUND MANAGEMENT LTD. 767 THIRD AVENUE, 35TH FLOOR NEW YORK, NY 10017 |
 |  X |  |  |
Okumus Fund Management Ltd., By: /s/ Ahmet H. Okumus, President | 01/22/2019 | |
**Signature of Reporting Person | Date | |
Okumus Opportunistic Value Fund, Ltd., By: /s/ Ahmet H. Okumus, Director | 01/22/2019 | |
**Signature of Reporting Person | Date | |
/s/ Ahmet H. Okumus | 01/22/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 reported securities are directly owned by Okumus Opportunistic Value Fund, Ltd., which became a greater than 10% owner of the issuer's securities as a result of a counterparty's exercise of a derivatives contract that was entered into prior to the date of the issuer's announcement and filing of the Shareholder Rights Agreement, which was filed by the issuer with the Securities and Exchange Commission on November 7, 2018 as Exhibit 4.1 to its Form 8-K. |
(2) | The reported securities are directly owned by Okumus Opportunistic Value Fund, Ltd., a British Virgin Islands business company managed by Okumus Fund Management Ltd., and may be deemed indirectly beneficially owned by Okumus Fund Management Ltd. as the investment manager of Okumus Opportunistic Value Fund, Ltd. The reported securities may also be deemed indirectly beneficially owned by Ahmet H. Okumus as President of Okumus Fund Management Ltd. Each of Okumus Fund Management Ltd. and Ahmet H. Okumus disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |