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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL 33401 |
X | X | ||
| Wexford GP LLC C/O WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL 44302 |
X | X | ||
| DAVIDSON CHARLES E C/O WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL 33401 |
X | X | ||
| JACOBS JOSEPH C/O WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL 33401 |
X | X | ||
| Wexford Capital LP, By: Wexford GP LLC, its general partner, By: Arthur Amron, Vice President and Assistant Secretary | 06/10/2022 | |
| **Signature of Reporting Person | Date | |
| Wexford GP LLC, By: Arthur Amron, Vice President and Assistant Secretary | 06/10/2022 | |
| **Signature of Reporting Person | Date | |
| Charles E. Davidson | 06/10/2022 | |
| **Signature of Reporting Person | Date | |
| Joseph M. Jacobs | 06/10/2022 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | Represents a weighted average price. These shares of common stock were purchased in multiple transactions at prices ranging from $2.4640 to $2.4983, inclusive. The Reporting Persons, as defined below, undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. |
| (2) | Represents a weighted average price. These shares of common stock were purchased in multiple transactions at prices ranging from $2.4646 to $2.4846, inclusive. The Reporting Persons, as defined below, undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. |
| (3) | Represents a weighted average price. These shares of common stock were purchased in multiple transactions at prices ranging from $2.4497 to $2.4566, inclusive. The Reporting Persons, as defined below, undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein |
| (4) | Wexford Capital LP ("Wexford Capital") may, by reason of its status as (i) sub-advisor of each of Wexford Spectrum Trading Limited ("WST") and Wexford Catalyst Trading Limited ("WCT") and (ii) manager of each of Wexford Focused Investors LLC ("WFI") and MEH SUB LLC ("MEH", and together with WST, WCT and WFI, the "Wexford Entities"), be deemed to own beneficially the securities held by the Wexford Entities. Wexford GP LLC ("Wexford GP") may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities held by the Wexford Entities. Each of Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs", and together with the Wexford Entities, Wexford Capital, Wexford GP and Davidson, the "Reporting Persons") may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities held by the Wexford Entities. |
| (5) | Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities held by the Wexford Entities. Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities held by the Wexford Entities and this report shall not be deemed as an admission that they are the beneficial owners of such securities, except to the extent of any pecuniary interests therein. The Reporting Persons may be deemed to be directors by deputization by virtue of Paul Jacobi and Arthur Amron, each an employee of Wexford Capital, serving as directors of the Issuer. |