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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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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, NY, 10153 (646) 993-6330 ANDREW FREEDMAN OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 (212) 451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/26/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 76119X105 |
| 1 |
Name of reporting person
Irenic Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,106,176.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Reservoir Media, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
200 VARICK STREET, SUITE 801, NEW YORK,
NEW YORK
, 10014. | |
Item 1 Comment:
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 5"). This Amendment No. 5 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 6,106,176 Shares beneficially owned by the Reporting Person is approximately $40,846,953, excluding brokerage commissions. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following: Irenic Capital continues to be supportive of the Issuer's management, and to believe that the securities of the Issuer are undervalued and represent an attractive investment opportunity, especially in light of management's expertise. As a result, Irenic Capital submitted a nonbinding proposal to acquire 100% of the Issuer's outstanding equity at a price, per share in cash, between $10.00 to $11.00 per share. The proposal is subject to a number of conditions, including Irenic Capital reaching agreement with the existing management team regarding their continued employment by the Issuer following an acquisition. Irenic Capital's proposal also included an option for certain major stakeholders to participate in the acquisition. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows: See rows (11) and (13) of the cover page to this Amendment No. 5 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 65,600,219 Shares outstanding as of January 26, 2026, 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 4, 2026. As of the date hereof, the Reporting Person beneficially owned 6,106,176 Shares, constituting approximately 9.3% of the Shares outstanding. | |
| (c) | Item 5(c) is amended and restated to read as follows: The transactions in the Shares effected by the Reporting Person since the filing of Amendment No. 4 to the Schedule 13D, which were all in the open market, are set forth in Exhibit 1 and attached hereto. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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