☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☐
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☒
|
Soliciting Material Under Rule 14a-12
|
☒
|
|
No fee required.
|
||
☐
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
||
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
|
☐
|
|
Fee paid previously with preliminary materials.
|
||
☐
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
||
|
(1)
|
|
Amount Previously Paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing Party:
|
|
|
(4)
|
|
Date Filed:
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Standard General L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
16,589,845
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
16,589,845
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
16,589,845
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Soohyung Kim
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
16,589,845
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
16,589,845
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
16,589,845
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
Transaction
|
Initial Date
|
No. of Shares currently subject to
each Swap Agreement
|
Price Per Share
|
Current Notional Amount
|
Swap for Common Stock - Buy (cash settleable only)
|
3/25/2020
|
383,445
|
$12.60
|
$4,835,241.45
|
Swap for Common Stock - Buy (cash settleable only)
|
3/25/2020
|
255,072
|
$12.60
|
$2,971,264.00
|
Swap for Common Stock - Buy (cash settleable only)
|
3/26/2020
|
383,445
|
$13.2783
|
$5,095,332.19
|
Swap for Common Stock - Buy (cash settleable only)
|
3/26/2020
|
616,555
|
$13.2783
|
$8,192,967.81
|
Swap for Common Stock - Buy (cash settleable only)
|
3/27/2020
|
383,445
|
$12.9914
|
$4,985,321.82
|
Swap for Common Stock - Buy (cash settleable only)
|
3/27/2020
|
616,555
|
$12.9914
|
$8,016,078.18
|
Swap for Common Stock - Buy (cash settleable only)
|
3/30/2020
|
383,445
|
$10.5883
|
$4,063,865.14
|
Swap for Common Stock - Buy (cash settleable only)
|
3/30/2020
|
616,555
|
$10.5883
|
$6,534,434.86
|
Swap for Common Stock - Buy (cash or physical share settleable)
|
3/31/2020
|
383,445
|
$10.8248
|
$4,154,549.89
|
Swap for Common Stock - Buy (cash or physical share settleable)
|
3/31/2020
|
616,555
|
$10.8248
|
$6,680,250.11
|
STANDARD GENERAL L.P.
|
|||
By:
|
/s/ Joseph Mause
|
||
Name:
|
Joseph Mause
|
||
Title:
|
Chief Financial Officer
|
||
SOOHYUNG KIM
|
|||
/s/ Soohyung Kim
|
|||
Soohyung Kim
|
Exhibit No.
|
|
Description
|
99.1
|
Joint Filing Agreement, by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G relating to Common Stock of the Issuer, filed by the
Reporting Persons with the Securities and Exchange Commission on August 14, 2019.
|
|