Interest in Securities of the Issuer. Paragraphs (a), (b) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entireties, as follows:
(a) (b) As of April 19, 2016, PAR Investment Partners may be deemed to beneficially own 14,389,711 shares of Common Stock, representing approximately 4.0% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Common Stock. As of April 19, 2016, PAR Group, through its control of PAR Investment Partners as general partner, may be deemed to beneficially own 14,389,711 shares of Common Stock, representing approximately 4.0% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Common Stock. As of April 19, 2016, PAR Capital Management, through is control of PAR Group as general partner, may be deemed to beneficially own 14,389,711 shares of Common Stock, representing approximately 4.0% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Common Stock. The percentage of shares beneficially owned is based on 359,484,808 shares of common stock of the Issuer outstanding as of February 9, 2016, as disclosed in the Issuer’s Annual Report on Form 10-K, for the year ended December 31, 2015, filed on February 18, 2016. Representatives of the Reporting Persons previously engaged in discussions with Altimeter regarding their strategies to enhance shareholder value, including regarding the nomination of Xx. Xxxxxxx for election to the Board. However, as a result of the Settlement Agreement, the Reporting Persons, Altimeter and Xx. Xxxxxxx are no longer members of “group” as defined in Rule 13d-5 of the Exchange Act, and, accordingly, shares of Common Stock beneficially owned by each of the Reporting Persons, Altimeter and Xx. Xxxxxxx can no longer deemed to be beneficially owned by each other. The Reporting Persons (i) own (and will continue to own) less than 5% of the total outstanding Common Stock for purposes of Treasury Regulation Section 1.382-2T(g), (ii) have the sole right to dividends and/or proceeds from the sale of the Common Stock reported in Item 11 of the cover pages to this Schedule 13D and have no dividend or voting rights in any other shares of Common Stock, and (iii) do not have any formal or informal understanding with Altimeter, Xx. Xxxxxxx or any other stockholder of the Issuer to make any coordinated acquisitions of, or investment decisions with respect to, the Common Stock.
Interest in Securities of the Issuer. The information set forth in "Interests of Directors and Officers; Transactions and Arrangements Concerning the Shares" in the Offer to Purchase is incorporated herein by reference.
Interest in Securities of the Issuer. (a) State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the num- ber of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such informa- tion is not current) beneficially owned (iden- tifying those shares which there is a right to
(b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dis- pose or direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§ 240.13d–101), whichever is less, by the persons named in response to paragraph (a).
Interest in Securities of the Issuer. (a) and (b). The following disclosure assumes that there were 17,801,469 shares of Ordinary Shares outstanding as of the date of this Statement, including (i) 14,837,469 shares of Ordinary Shares outstanding as of September 30, 2020, as disclosed in the issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on October 1, 2020 and (ii) 2,964,000 shares of Ordinary Shares issued by the issuer pursuant to a registered direct offering, as disclosed in the issuer’s press release on Form 6-K filed with the Securities and Exchange Commission on October 6, 2020. MII Group Limited is the direct owner of 1,296,370 shares of Ordinary Shares of the Issuer and Jilun He is the indirect owner of such shares. The Reporting Persons are deemed to have the shared power to vote or to direct the vote or dispose or direct the disposition of such 1,296,370 shares of Ordinary Shares, representing 7.3% of the Issuer’s total issued and outstanding shares of Ordinary Shares as of the date of this Statement. Except as disclosed in Items 5(a) and 5(b), neither of the Reporting Persons has beneficially own any Ordinary Shares, or has the right to acquire any Ordinary Shares, nor presently have the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which it may be deemed to beneficially own. The trading dates, number of shares of Ordinary Shares purchased or sold and the price per share for all transactions in the shares of Ordinary Sharesof the Issuer effected on behalf of each Reporting Person within the last 60 days, which were all ordinary brokerage transactions effected in the open market, are set forth in Schedule A and are incorporated herein by reference. Except as disclosed in this Statement, neither of the Reporting Persons has effected any transaction in the shares of Ordinary Shares or other securities of the Issuer during the past 60 days. Except as set forth in this Item 5, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receiptof dividends from, or the proceeds from the sale of, such securities. Not applicable.
Interest in Securities of the Issuer. (a) State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the num- ber of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such informa- tion is not current) beneficially owned (iden- tifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, to- gether with any of the persons named in Item 2, comprise a group within the meaning of section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dis- pose or direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§ 240.13d–101), whichever is less, by the persons named in response to paragraph (a).
Interest in Securities of the Issuer. The information set forth in "INTERESTS IN 6% DEBENTURES" of the Offer to Exchange is incorporated herein by reference.
Interest in Securities of the Issuer. Paragraphs (a) and (b) of Item 5 hereby are amended in their entirety to read as follows:
Interest in Securities of the Issuer. Paragraphs (a) and (b) of Item 5 hereby are amended in their entirety to read as follows: SCHEDULE 13D ------------------------------------- ------------------------- CUSIP NO. 000000000 PAGE 20 OF 27 PAGES --------------------------------------------------------------------------------
(a) Pursuant to the Purchase Agreement and based on the assumptions set forth in Item 4, the aggregate number of shares of the Stock that the Reporting Persons (other than Liberty) may be deemed to own beneficially, pursuant to Rule 13d-3 of the Act, is 1,317,373. The allocation of such shares set forth below and in Schedule 1 to the Purchase Agreement is, however, subject to revision among the Stock Purchasers prior to the Closing. Because, based on the assumptions set forth in Item 4, Liberty will obtain the right to acquire 957,373 shares of the Stock upon the due authorization, issuance and delivery to it of the Warrants and because such Warrants may first become exercisable upon the occurrence of a contingent event that could so occur within 60 days, Liberty may be deemed to be the beneficial owner of such 957,373 shares pursuant to Rule 13d-3 of the Act. Pursuant to Rule 13d-4 of the Act, each Reporting Person disclaims beneficial ownership of all such shares. TAG Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase Agreement, the aggregate number of shares of the Stock that TAG owns beneficially, pursuant to Rule 13d-3(d)(l)(i) of the Act, is 453,176, which constitutes approximately 12.2% of the 3,713,419 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act. EBD Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase Agreement and because of its position as the sole general partner of TAG, EBD may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 12.2% of the 3,713,419 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act.
Interest in Securities of the Issuer. (a) and (b). The following disclosure assumes that there were 17,801,469 shares of Ordinary Shares outstanding as of the date of this Statement, including (i) 14,837,469 shares of Ordinary Shares outstanding as of September 30, 2020, as disclosed in the issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on October 1, 2020 and (ii) 2,964,000 shares of Ordinary Shares issued by the issuer pursuant to a registered direct offering, as disclosed in the issuer’s press release on Form 6-K filed with the Securities and Exchange Commission on October 6, 2020. MII Group Limited is the direct owner of 1,296,370 shares of Ordinary Shares of the Issuer and Jilun He is the indirect owner of such shares. The Reporting Persons are deemed to have the shared power to vote or to direct the vote or dispose or direct the disposition of such 1,296,370 shares of Ordinary Shares, representing 7.3% of the Issuer’s total issued and outstanding shares of Ordinary Shares as of the date of this Statement. Except as disclosed in Items 5(a) and 5(b), neither of the Reporting Persons has beneficially own any Ordinary Shares, or has the right to acquire any Ordinary Shares, nor presently have the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which it may be deemed to beneficially own.
Interest in Securities of the Issuer. Item 5 of the Original Schedule 13D is hereby amended and replaced in its entirety as follows:
