Sec Form 13D Filing - Irenic Capital Management LP filing for RESERVOIR MEDIA INC WT EXP 08/ (RSVRW) - 2024-04-26

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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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

Reservoir Media, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

76119X105

(CUSIP Number)

IRENIC CAPITAL MANAGEMENT LP

767 Fifth Avenue, 15th Floor

New York, New York 10153

 

ANDREW FREEDMAN

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 24, 2024

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-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 (“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).

 

CUSIP No. 76119X105

  1   NAME OF REPORTING PERSON  
         
        Irenic Capital Management LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         4,736,307  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,736,307  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,736,307  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.3%  
  14   TYPE OF REPORTING PERSON  
         
        PN, IA  

  

2

CUSIP No. 76119X105

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by the Reporting Person were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 4,736,307 Shares beneficially owned by the Reporting Person is approximately $29,950,886, excluding brokerage commissions.

Item 5.Interest in Securities of the Issuer.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       See rows (11) and (13) of the cover page to this Amendment No. 2 for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person. The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 64,822,260 Shares outstanding as of February 5, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 7, 2024. As of the date hereof, the Reporting Person beneficially owned 4,736,307 Shares, constituting approximately 7.3% of the Shares outstanding.

(c)       The transactions in the Shares effected by the Reporting Person since the filing of Amendment No. 1 to the Schedule 13D, which were all in the open market, are set forth on Schedule A attached hereto.

3

CUSIP No. 76119X105

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 26, 2024

  Irenic Capital Management LP
   
  By: Irenic Capital Management GP LLC, its general partner 
     
  By:

/s/ Adam Katz

    Name: Adam Katz
    Title: Managing Member

 

4

CUSIP No. 76119X105

 

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D

Nature of the Transaction

Securities

Purchased

Price Per

Security ($)

Date of

Purchase

IRENIC CAPITAL MANAGEMENT LP

 

Purchase of Common Stock 5,784 7.2299 03/06/2024
Purchase of Common Stock 13,495 7.2299 03/06/2024
Purchase of Common Stock 997 7.3369 03/12/2024
Purchase of Common Stock 2,328 7.3369 03/12/2024
Purchase of Common Stock 720 7.3721 03/14/2024
Purchase of Common Stock 1,680 7.3721 03/14/2024
Purchase of Common Stock 51 7.4500 03/20/2024
Purchase of Common Stock 119 7.4500 03/20/2024
Purchase of Common Stock 10,101 7.5317 03/21/2024
Purchase of Common Stock 23,569 7.5317 03/21/2024
Purchase of Common Stock 6,785 7.4954 03/22/2024
Purchase of Common Stock 15,831 7.4954 03/22/2024
Purchase of Common Stock 15,330 7.5164 03/25/2024
Purchase of Common Stock 35,770 7.5164 03/25/2024
Purchase of Common Stock 3,626 7.4926 03/25/2024
Purchase of Common Stock 8,462 7.4926 03/25/2024
Purchase of Common Stock 13,181 7.5946 03/26/2024
Purchase of Common Stock 30,756 7.5946 03/26/2024
Purchase of Common Stock 13,380 7.7500 04/15/2024
Purchase of Common Stock 31,220 7.7500 04/15/2024
Purchase of Common Stock 13,530 7.7000 04/15/2024
Purchase of Common Stock 31,570 7.7000 04/15/2024
Purchase of Common Stock 755 7.5432 04/15/2024
Purchase of Common Stock 1,762 7.5432 04/15/2024
Purchase of Common Stock 9,398 7.5200 04/16/2024
Purchase of Common Stock 21,929 7.5200 04/16/2024
Purchase of Common Stock 1,969 7.5721 04/17/2024
Purchase of Common Stock 4,594 7.5721 04/17/2024
Purchase of Common Stock 7,394 7.9072 04/18/2024
Purchase of Common Stock 17,253 7.9072 04/18/2024
Purchase of Common Stock 23,000 7.9968 04/19/2024
Purchase of Common Stock 16,940 8.0016 04/19/2024
Purchase of Common Stock 67,760 8.0016 04/19/2024
Purchase of Common Stock 28,220 7.9804 04/19/2024
Purchase of Common Stock 104,075 8.1283 04/22/2024
Purchase of Common Stock 518 8.2490 04/23/2024
Purchase of Common Stock 138,975 8.2456 04/24/2024
Purchase of Common Stock 20,813 8.3046 04/25/2024