UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Misada Capital Flagship Fund LP 200 S. DWIGHT PLACE ENGLEWOOD, NJ 07631 |
 |  X |  |  |
Elbogen Noah A. 200 S. DWIGHT PLACE ENGLEWOOD, NJ 07631 |
 |  X |  |  |
/s/ Misada Capital Flagship Fund LP; By: Misada Capital Holdings LLC, its General Partner; By: Noah A. Elbogen, its Managing Member | 02/26/2018 | |
**Signature of Reporting Person | Date | |
/s/ Misada Capital Holdings LLC; By: Noah A. Elbogen, its Managing Member | 02/26/2018 | |
**Signature of Reporting Person | Date | |
/s/ Noah A. Elbogen | 02/26/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 3 is filed jointly by Misada Capital Flagship Fund LP ("Misada Fund"), Misada Capital Holdings LLC ("Misada Holdings") and Noah A. Elbogen (collectively, the "Reporting Persons"). Misada Holdings is the general partner of the Misada Fund. Noah A. Elbogen is the managing member of Misada Holdings. |
(2) | Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, the Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Person disclaims beneficial ownership of the shares of Common Stock except to the extent of his/her pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such shares of Common Stock for any purpose, including for the purpose of Section 16. |
(3) | Shares of Common Stock directly beneficially owned by Misada Fund. Each of Misada Holdings, as the general partner of Misada Fund, and Mr. Elbogen, as the managing member of Misada Holdings, may be deemed to beneficially own the shares of Common Stock beneficially owned by Misada Fund. |