Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Bonanza Creek Energy, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
097793400
(CUSIP Number)
Ward Dietrich
645 Madison Avenue, 14th Floor, New York, New York 10022
Telephone: (646) 589-7005
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 19, 2019
(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
(Page 1 of 7 Pages)
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.
* 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 (“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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CUSIP No. 097703400
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SCHEDULE 13D
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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The Mangrove Partners Master Fund, Ltd.
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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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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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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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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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2,060,700
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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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2,060,700
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,060,700
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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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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9.986%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 097703400
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SCHEDULE 13D
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Mangrove Partners
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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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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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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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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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2,060,700
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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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2,060,700
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,060,700
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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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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9.986%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 097703400
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SCHEDULE 13D
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Nathaniel August
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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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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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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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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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2,060,700
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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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2,060,700
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,060,700
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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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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9.986%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 097703400
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SCHEDULE 13D
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Page 5 of 7 Pages
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This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Stock, par value $0.01 per share (the “Shares”), of Bonanza Creek
Energy, Inc., a company incorporated in Delaware (“the Issuer”), whose principal executive offices are located at 410 17th Street, Suite 1400, Denver, Colorado 80202. This Amendment No. 6 amends and supplements the Schedule 13D filed by
the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on July 19, 2017 (the “Original Schedule 13D”), as amended by Amendment No. 1, filed with the SEC on November 29, 2017, Amendment No. 2, filed with the SEC on May
17, 2018, Amendment No. 3, filed with the SEC on August 14, 2018, Amendment No. 4, filed with the SEC on August 20, 2018, and Amendment No. 5, filed with the SEC on September 6, 2018 (collectively, the “Schedule 13D”).
Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 6 shall
have the meanings given them in the Schedule 13D.
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Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 of the Schedule 13D is hereby amended by adding the following:
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A total of approximately $62,236,904, inclusive of commissions, was paid to acquire the securities reported as beneficially owned by the Master Fund. The funds used to purchase
these securities were obtained from the general working capital of the Master Fund, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to
purchase such securities were obtained from any margin account borrowings.
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Item 4.
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PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
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Effective after close of U.S. markets on September 19, 2018, the New 10b5-1 Plan was terminated.
Except as set forth above and in the Schedule 13D, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect
thereto.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5(a), (b) and (c) of the Schedule 13D is hereby amended and supplemented as follows:
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(a) The aggregate percentage of Shares reported owned by each person named herein is based upon
20,634,962 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report filed on Form 10-Q with the SEC on November 6, 2019.
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CUSIP No. 097703400
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SCHEDULE 13D
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Page 6 of 7 Pages
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As of November 19, 2019, the Master Fund may be deemed to beneficially own 2,060,700 Shares (approximately 9.986% of the total number of Shares outstanding). By virtue of their respective relationships with the
Master Fund as discussed in further detail in Item 2 to Amendment No. 2, Mangrove Partners and Mr. August may be deemed to indirectly beneficially own the Shares owned directly by the Master Fund.
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, 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.
As described further in Item 6 of the Schedule 13D, in addition to the Shares beneficially owned, as reported herein, the Reporting Persons have economic exposure to, but do not have voting or investment power
over, or the right to acquire such power over, an additional 1,244,610 notional Shares referenced in the Swaps. Each Reporting Person disclaims beneficial ownership of the Shares referenced in the Swaps.
(b) Each of the Master Fund, Mangrove Partners and Mr. August has shared voting and dispositive
power over the 2,060,700 Shares owned directly by the Master Fund.
(c) During the past sixty days, the following transactions were effected by the Reporting Persons in
the Shares. All of these transactions were effected in the open-market through a broker.
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Trade Date
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Reporting Person
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Transaction
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Quantity
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Price per Share (in USD)
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11/18/2019
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Master Fund
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Purchase Shares
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100
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$18.2321
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11/18/2019
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Master Fund
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Purchase Shares
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27,646
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$18.2317
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11/19/2019
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Master Fund
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Purchase Shares
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11,254
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$17.3428
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In addition, on November 20, 2019, the Master Fund entered into a cash-settled total return swap with Morgan Stanley Capital Services LLC as the counterparty that provides the Master Fund with economic exposure
to an aggregate of 4,057 notional Shares, at a price of $16.9157 per Share.
There were no other transactions in the Shares by the Reporting Persons in the past sixty days.
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Item 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
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As of November 20, 2019, the Master Fund has entered into cash-settled total return swaps with Morgan Stanley Capital Services LLC as the counterparty (together with the Swap and the Second Swap, the “Swaps”)
that provide the Master Fund with economic exposure to an aggregate 1,244,610 notional Shares, representing approximately 6.03% of the outstanding Shares. The Swaps do not provide the Master Fund with the power to vote or direct the
voting of, or to dispose or direct the disposition of, the underlying Shares, nor the right to acquire such power. The Reporting Persons hereby expressly disclaim beneficial ownership of the Shares referenced in the Swaps.
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CUSIP No. 097703400
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SCHEDULE 13D
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Page 7 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 21, 2019
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THE MANGROVE PARTNERS MASTER FUND, LTD.
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By:
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MANGROVE PARTNERS,
as Investment Manager
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By:
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/s/ Nathaniel August
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| Name: Nathaniel August | |||
| Title: Director | |||
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MANGROVE PARTNERS
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By:
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/s/ Nathaniel August | |
| Name: Nathaniel August | |||
| Title: Director | |||
| /s/ Nathaniel August | |||
| Nathaniel August | |||