Amendment to Statement of Acquisition of Beneficial Ownership by an “Active” Investor — Schedule 13D — WA’68
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: SC 13D/A Amendment to Statement of Acquisition of HTML 154K Beneficial Ownership by an "Active" Investor
2: EX-99.7 Miscellaneous Exhibit HTML 8K
‘SC 13D/A’ — Amendment to Statement of Acquisition of Beneficial Ownership by an “Active” Investor
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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, as amended (“Exchange 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).
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
1,150,000
8
SHARED VOTING POWER
- 0 -
9
SOLE DISPOSITIVE POWER
1,150,000
10
SHARED
DISPOSITIVE POWER
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.93%
14
TYPE
OF REPORTING PERSON
OO
The following constitutes Amendment No. 5 ("Amendment No. 5") to the Schedule 13D filed by the undersigned on July 12, 2022 (as previously amended, the “Schedule 13D”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares purchased by Star Equity Fund 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, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,150,000 Shares beneficially owned by Star Equity Fund is approximately $1,160,828, excluding brokerage commissions. The aggregate purchase price of the 1,750,000 Shares directly owned by Mr. Eberwein is approximately $1,709,558, excluding brokerage commissions.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated to read as follows:
On September 9, 2022, Star Equity Fund (together with the other Reporting Persons, the “Shareholder Group”) issued a letter (the “Sept. 9, 2022 Letter”) to the Issuer’s Board of Directors ("Board") noting a discrepancy in the Issuer’s Schedule 14A 2022 Proxy Statement (“Proxy”), wherein the Issuer failed to properly disclose all common shareholders with over 5% beneficial ownership. The Shareholder Group also encouraged the Issuer to consider various strategic options as detailed further in the Sept. 9, 2022 Letter, which is attached hereto as Exhibit 99.7
and is incorporated herein by reference.
The Reporting Persons have engaged, and may continue to engage, in general discussions with the Issuer's Board and management team, including with respect to the composition of the Board, the Issuer’s corporate governance and evaluating all options to maximize shareholder value, including potential business combinations or strategic alternatives involving the Issuer or certain of the Issuer’s businesses or assets.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to
review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including Board composition) or operations of the Issuer, or potential business combinations or strategic alternatives involving the Issuer or certain of the Issuer’s businesses or assets, including transactions
in which the Reporting Persons may seek to participate and potentially engage in (including with other third parties), purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of the Shares reported owned by each person named herein is based upon 29,243,215 Shares outstanding as of August 12, 2022, which is the total number of Shares reported outstanding
in the Issuer’s Quarterly Report on Form 10Q, filed with the Securities and Exchange Commission on August 15, 2022.
A. Star Equity Holdings
(a) Star Equity Holdings, as the parent of Star Value, sole member of Star Management, and limited partner of Star Equity Fund may be deemed the beneficial owner of the 1,150,000 Shares beneficially owned by Star Equity Fund.
Percentage: Approximately 3.93%
(b) 1. Sole power to vote or direct vote: 1,150,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,150,000 4. Shared power to dispose or direct the disposition: 0
(c) Star Equity Holdings has not entered into any transactions
in the Shares during the past 60 days. The transactions in the Shares on behalf of Star Equity Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
(a) As of the close of business on September 9, 2022, Star Equity Fund beneficially owned 1,150,000 Shares.
Percentage: Approximately 3.93%
(b) 1. Sole power to vote or direct vote: 1,150,000 2. Shared power
to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,150,000 4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Star Equity Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
C. Star Equity GP
(a) Star Equity GP, as the general partner of Star Equity Fund, may be deemed the beneficial owner of the 1,150,000 Shares owned by Star Equity Fund.
Percentage: Approximately 3.93%
(b) 1. Sole power to vote or direct vote: 1,150,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition:
1,150,000 4. Shared power to dispose or direct the disposition: 0
(c) Star Equity GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Star Equity Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
D. Star Investment Management
(a) Star Investment Management, as the investment manager of Star Equity Fund, may be deemed the beneficial owner of the 1,150,000 Shares owned by Star Equity Fund.
Percentage: Approximately 3.93%
(b) 1. Sole power to vote or direct vote: 1,150,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose
or direct the disposition: 1,150,000
4. Shared power to dispose or direct the disposition: 0
(c) Star Equity Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Star Equity Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
E. Mr. Eberwein
(a) As of close of business September 9, 2022, Mr. Eberwein, directly owned 1,750,000 Shares of common stock. Additionally, as the manager of Star Equity GP and Star Equity Management, may be deemed the beneficial owner of the 1,150,000 Shares owned by Star Equity Fund. Mr. Eberwein may be deemed the
beneficial owner of 2,900,000 Shares of common stock.
(b) 1. Sole power to vote or direct vote: 2,900,000
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,900,000 4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Mr. Eberwein and on behalf of Star Equity Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
F. Star
Value
(a) Star Value, as the sole member of Star Equity GP and wholly owned subsidiary of Star Equity Holdings may be deemed the beneficial owner of the Shares of common stock owned by Star Equity Fund.
Percentage: Approximately 3.93%
(b) 1. Sole power to vote or direct vote: 1,150,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,150,000 4. Shared power to dispose or direct the disposition: 0
(c) Star Value has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Star Equity Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable
Item
7.
Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
1
The prices reported in this column are weighted average prices. Star Equity Fund, LP and Mr. Eberwein undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased (or sold) at each separate price such shares were purchased.
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Dates Referenced Herein and Documents Incorporated by Reference
