SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)1
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HC2 Holdings, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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404139107
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(CUSIP Number)
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Michael Gorzynski, 595 Madison Avenue, 29th Floor, New York, NY 10022 (Tel.) (646) 274-9610
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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March 13, 2020
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(Date of Event which Requires Filing of this Statement)
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Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 8 pages
1 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 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 ).
CUSIP No. 404139107
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1
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NAMES OF REPORTING PERSONS
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Percy Rockdale LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Michigan
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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2,639,038
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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2,639,038
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,639,038
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 404139107
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1
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NAMES OF REPORTING PERSONS
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Rio Royal LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Michigan
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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10,000
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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10,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 404139107
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1
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NAMES OF REPORTING PERSONS
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MG Capital Management Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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10,000
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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10,000
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 404139107
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1
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NAMES OF REPORTING PERSONS
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Michael Gorzynski
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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2,649,038
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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2,649,038
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,649,038
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 404139107
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1
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NAMES OF REPORTING PERSONS
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George R. Brokaw
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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40,000
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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40,000
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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40,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 404139107
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1
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NAMES OF REPORTING PERSONS
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Kenneth S. Courtis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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237,336
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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237,336
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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237,336
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”).
This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 3. Source
and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
All of the Shares to which this Statement relates were purchased on behalf of the Reporting
Person using the investment capital of the respective Reporting Person. The aggregate amount of funds used for the purchase of the securities held by the Percy Reporting Persons reported herein was approximately $5,774,777.42 excluding
commissions. The aggregate amount of funds used for the purchase of the securities held by Mr. Brokaw reported herein was approximately $111,177.41 excluding commissions. The aggregate amount of funds used for the purchase of the securities
held by Mr. Courtis reported herein was approximately $832,656.84 excluding commissions.
Item 4. Purpose
of the Transaction
Item 4 of the Schedule 13D is hereby amended to add the following:
On March 13, 2020, Percy Rockdale and the Participants (as defined in the Consent Statement) filed a preliminary consent statement with the Securities and Exchange Commission (the “Commission”) to solicit consents to take the
following actions without a stockholders’ meeting: (i) suspend, render temporarily ineffective and stay any change, modification, repeal or any other amendment to the Fourth Amended and Restated Bylaws of the Issuer (the “Bylaws”) not already
adopted by the Board of Directors (the “Board”) and publicly disclosed on or before March 12, 2019 (each a “Bylaw Amendment”), until the stockholders of the Issuer have approved each Bylaw Amendment at the next annual or special meeting and/or by written consent (the “Bylaw
Restoration Proposal”); (ii) remove from the Board without cause, all current directors including Philip A. Falcone, Robert V. Leffler, Jr., Wayne Barr, Jr., Warren H. Gfeller, Lee Hillman and Julie Springer, and any other person
elected or appointed to the Board at any future time or upon any event (other than those elected by the Consent Solicitation) (the “Removal Proposal”); and (iii) elect George Brokaw, Kenneth Courtis, Michael Gorzynski, Robin Greenwood, Liesl
Hickey and Jay Newman, to serve as directors of the Issuer (or, if any such nominee is unable or unwilling to serve as a director of the Issuer, or if there are additional vacancies on the board of directors, any other person designated as a
nominee by the affirmative vote of a majority of the newly elected Board) (the “Nominees”) (the “Election Proposal” and together with the Bylaw Restoration Proposal and the Removal Proposal, the “Proposals”).
On April 3, 2020, Percy Rockdale and the Participants filed its definitive
consent statement (the “Consent Statement”) with the Commission. The Consent Statement and the accompany GREEN consent card are first
being furnish to stockholders of the Issuer on or around April 3, 2020.
Item
5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) The aggregate percentage of shares of Common Stock reported owned is based upon
46,154,398 shares of Common Stock outstanding as of February 29, 2020 as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.
As of the date hereof, Percy Rockdale beneficially owned 2,639,038 Shares, constituting approximately 5.7% of the Shares outstanding. As of the
date hereof, Rio Royal beneficially owned 10,000
Shares, constituting less than 1% of the Shares outstanding. By virtue of its relationship with Rio Royal discussed in further detail in Item 2, MG Capital Management may be deemed to be the beneficial owner of the Shares owned directly
by Rio Royal. By virtue of his relationships with Percy Rockdale and Rio Royal discussed in further detail in Item 2, Mr. Gorzynski may be deemed to beneficially own the Shares owned directly by each of Percy Rockdale and Rio Royal. Percy Rockdale and Mr. Gorzynski have shared voting and dispositive power over the shares of Common Stock directly held by Percy Rockdale. Rio Royal, MG Capital Management and Mr.
Gorzynski have shared voting and dispositive power over the shares of Common Stock directly held by Rio Royal.
As of the date hereof, Mr. Brokaw beneficially owned 40,000 Shares, constituting less than
1% of the Shares outstanding. As of the date hereof, Mr. Courtis beneficially owned 237,336 Shares, constituting less than 1% of the Shares outstanding.
(c) Except as disclosed on Schedule A attached hereto, none of the Reporting Persons have
entered into any transactions involving the Common Stock during the past 60 days.
As of the date
hereof, the Reporting Persons beneficially own an aggregate of 2,926,374 Shares, constituting approximately 6.3% of the outstanding Shares. Each Reporting Person, may be deemed to be a member of a “group” with the other Reporting
Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims the formation of a
group and the beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(d) No Person other than the Reporting Persons has the right to receive or the power to
direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.
(e) Not Applicable.
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.
Dated: April 6, 2020
Percy Rockdale LLC
By:_/s/
Michael Gorzynski __________
Michael Gorzynski, as Sole Manager
Rio Royal LLC
By:_/s/
Michael Gorzynski __________
Michael Gorzynski, as Sole Manager
MG Capital Management Ltd.
By:_/s/
Michael Gorzynski __________
Michael Gorzynski, as Sole Director
_/s/
Michael Gorzynski __________
Michael Gorzynski, a natural person, individually
and as attorney-in-fact for George R. Brokaw and
Kenneth S. Courtis
and as attorney-in-fact for George R. Brokaw and
Kenneth S. Courtis
SCHEDULE A
Transactions in the Common Stock of the Issuer by Reporting Persons During the Past 60 Days
|
Reporting Person
|
Date of Transaction
|
Number of Shares Purchased
|
Price Per Share1
|
|
Rio Royal
|
12/26/2019
|
5,000
|
2.18
|
|
Rio Royal
|
12/26/2019
|
5,000
|
2.26
|
|
Percy Rockdale
|
1/10/2020
|
1,500,000
|
2.135
|
|
Percy Rockdale
|
1/15/2020
|
800,000
|
2.26
|
|
Percy Rockdale
|
2/3/2020
|
122,000
|
3.46
|
|
Percy Rockdale
|
3/30/2020
|
217,038
|
1.4742
|
|
George R. Brokaw
|
1/29/2020
|
5,000
|
2.87
|
|
George R. Brokaw
|
1/31/2020
|
3,000
|
3.239
|
|
George R. Brokaw
|
2/3/2020
|
1,000
|
3.418
|
|
George R. Brokaw
|
2/7/2020
|
1,000
|
3.38
|
|
George R. Brokaw
|
2/10/2020
|
8,000
|
3.80
|
|
George R. Brokaw
|
2/24/2020
|
3,001
|
3.95
|
|
George R. Brokaw
|
2/27/2020
|
5,000
|
3.7
|
|
George R. Brokaw
|
3/23/2020
|
3,999
|
1.54
|
|
George R. Brokaw
|
3/23/2020
|
10,000
|
1.34
|
|
Kenneth S. Courtis
|
1/6/2020
|
22,619
|
3.3762
|
|
Kenneth S. Courtis
|
1/30/2020
|
7,964
|
2.8318
|
|
Kenneth S. Courtis
|
2/3/2020
|
100,000
|
3.4361
|
|
Kenneth S. Courtis
|
2/4/2020
|
6,753
|
3.3993
|
|
Kenneth S. Courtis
|
2/27/2020
|
93,857
|
3.6632
|
|
Kenneth S. Courtis
|
2/26/2020
|
6,143
|
3.802
|
1 Excluding any brokerage commissions.