SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
MindBody, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.000004 per share
(Title of Class of Securities)
60255W105
(CUSIP Number)
Eric S. Wagner, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 8, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
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.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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 (the “Act”) 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).
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1.
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NAMES OF REPORTING PERSONS
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Luxor Capital Partners, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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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 ITEMS 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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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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4,277,264 (1)
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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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4,277,264 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,277,264 (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.10%
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14.
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TYPE OF REPORTING PERSON
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PN
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(1)
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Includes 2,940,740 Shares (as defined below) and 1,336,524 Shares issuable upon conversion of the Convertible Notes (as defined
below).
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1.
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NAMES OF REPORTING PERSONS
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Luxor Wavefront, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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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 ITEMS 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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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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2,549,287 (1)
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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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2,549,287 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,549,287 (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.55%
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14.
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TYPE OF REPORTING PERSON
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PN
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(1)
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Includes 2,256,272 Shares and 293,015 Shares issuable upon conversion of the Convertible Notes.
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1.
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NAMES OF REPORTING PERSONS
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Luxor Capital Partners Offshore Master Fund, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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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 ITEMS 2(d) or 2(e) [ ]
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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.
|
SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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3,197,752 (1)
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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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|
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3,197,752 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,197,752 (1)
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|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.88%
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14.
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TYPE OF REPORTING PERSON
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PN
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(1)
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Includes 2,334,618 Shares and 863,134 Shares issuable upon conversion of the Convertible Notes.
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1.
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NAMES OF REPORTING PERSONS
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Luxor Capital Partners Offshore, Ltd.
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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|
|
|
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(a) [x]
|
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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
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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 ITEMS 2(d) or 2(e) [ ]
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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.
|
SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
|
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3,197,752 (1)
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|
|
9.
|
SOLE DISPOSITIVE POWER
|
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0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
3,197,752 (1)
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|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
3,197,752 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
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6.88%
|
|
|
|
|
14.
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TYPE OF REPORTING PERSON
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|
CO
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(1)
|
Includes 2,334,618 Shares and 863,134 Shares issuable upon conversion of the Convertible Notes.
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1.
|
NAMES OF REPORTING PERSONS
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Lugard Road Capital Master Fund, LP
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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|
(a) [x]
|
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|
(b) [ ]
|
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|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
WC
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Cayman Islands
|
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|
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
1,685,395 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,685,395 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
1,685,395 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
3.68%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
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|
|
PN
|
|
(1)
|
Includes 1,543,299 Shares and 142,096 Shares issuable upon conversion of the Convertible Notes.
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1.
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NAMES OF REPORTING PERSONS
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LCG Holdings, LLC
|
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
AF
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
|
|
10,024,303 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
10,024,303 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
10,024,303 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
20.82%
|
|
|
|
|
14.
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TYPE OF REPORTING PERSON
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|
OO
|
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(1)
|
Includes 7,531,630 Shares and 2,492,673 Shares issuable upon conversion of the Convertible Notes.
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|
1.
|
NAMES OF REPORTING PERSONS
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|
Lugard Road Capital GP, LLC
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|
|
|
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
AF
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
|
|
1,685,395 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,685,395 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
1,685,395 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
3.68%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO
|
|
(1)
|
Includes 1,543,299 Shares and 142,096 Shares issuable upon conversion of the Convertible Notes.
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
Luxor Capital Group, LP
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
AF, OO
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
|
|
11,709,698 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
11,709,698 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
11,709,698 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
24.25%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
PN
|
|
(1)
|
Includes 9,074,929 Shares and 2,634,769 Shares issuable upon conversion of the Convertible Notes.
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
Luxor Management, LLC
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
AF
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
|
|
11,709,698 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
11,709,698 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
11,709,698 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
24.25%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO
|
|
(1)
|
Includes 9,074,929 Shares and 2,634,769 Shares issuable upon conversion of the Convertible Notes.
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
Jonathan Green
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
AF
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
|
|
1,685,395 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,685,395 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
1,685,395 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
3.68%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
(1)
|
Includes 1,543,299 Shares and 142,096 Shares issuable upon conversion of the Convertible Notes.
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
Christian Leone
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
AF
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
|
|
|
11,709,698 (1)
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
11,709,698 (1)
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
11,709,698 (1)
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
24.25%
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
(1)
|
Includes 9,074,929 Shares and 2,634,769 Shares
issuable upon conversion of the Convertible Notes
.
|
The following constitutes Amendment No. 2
("Amendment No. 2") to the Schedule 13D filed by the undersigned on January 10, 2019,
as previously amended by Amendment No. 1 (“Amendment No. 1”)
(the “Schedule
13D”). 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 is hereby amended and restated to read as follows:
The Reporting Persons paid the following to acquire the Shares reported as beneficially owned by the
Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Lugard Master Fund:
|
(i)
|
$241,946,005
in
connection with the purchase of Shares; and
|
|
(ii)
|
$130,599,477
in
connection with the purchase of the Convertible Notes.
|
The funds used to purchase these securities were obtained from the general working capital of the
Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Lugard Master Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase
such securities were obtained from any margin account borrowings. See Item 4 below.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5(a) is hereby amended and restated to read as follows:
(a)
As of the date hereof:
The Onshore Fund may be deemed to beneficially own 4,277,264 Shares, including 1,336,524 Shares
issuable upon conversion of the Convertible Notes, constituting approximately 9.10% of outstanding Shares.
The Offshore Master Fund may be deemed to beneficially own 3,197,752 Shares, including 863,134 Shares
issuable upon conversion of the Convertible Notes, constituting approximately 6.88% of outstanding Shares. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to beneficially own the
3,197,752 Shares beneficially owned by the Offshore Master Fund, including the 863,134 Shares issuable upon conversion of the Convertible Notes, constituting approximately 6.88% of the outstanding Shares.
The Lugard Master Fund may be deemed to beneficially own 1,685,395 Shares, including 142,096 Shares
issuable upon conversion of the Convertible Notes, constituting approximately 3.68% of outstanding Shares. Lugard GP, as the general partner of the Lugard Master Fund, may be deemed to beneficially own the 1,685,395 Shares beneficially owned in the
aggregate by the Lugard Master Fund, including the 142,096 Shares issuable upon conversion of the Convertible Notes, constituting approximately 3.68% of the outstanding Shares. Mr. Green, as a managing member of the Lugard GP, may be deemed to
beneficially own the 1,685,395 Shares owned by the Lugard GP, including the 142,096 Shares issuable upon conversion of the Convertible Notes, constituting approximately 3.68% of the outstanding Shares.
The Wavefront Fund may be deemed to beneficially own 2,549,287 Shares, including 293,015 Shares
issuable upon conversion of the Convertible Notes, constituting approximately 5.55% of the outstanding Shares.
LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master
Fund, may be deemed to beneficially own the 10,024,303 Shares beneficially owned in the aggregate by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, including the 2,492,673 Shares issuable upon conversion of the Convertible
Notes, constituting approximately 20.82% of the outstanding Shares.
Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to beneficially own
the 11,709,698 Shares beneficially owned in the aggregate by the Luxor Funds, including the 2,634,769 Shares issuable upon conversion of the Convertible Notes, constituting approximately 24.25% of the outstanding Shares.
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to beneficially own
the 11,709,698 Shares beneficially owned by Luxor Capital Group, including the 2,634,769 Shares issuable upon conversion of the Convertible Notes, constituting approximately 24.25% of the outstanding Shares.
Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own the
11,709,698 Shares beneficially owned by Luxor Management, including the 2,634,769 Shares issuable upon conversion of the Convertible Notes, constituting approximately 24.25% of the outstanding Shares.
Item 5(c) is hereby amended and restated to read as follows:
(c)
The transactions effected by the Reporting Persons since the
filing of Amendment No. 1 are set forth on Schedule B attached hereto
.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned
certifies that the information with respect to it set forth in this statement is true, complete, and correct.
|
|
LUXOR CAPITAL PARTNERS, LP
|
|
|
|
|
|
|
By:
|
LCG Holdings, LLC
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Norris Nissim
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUXOR WAVEFRONT, LP
|
|
|
|
|
|
|
By:
|
LCG Holdings, LLC
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Norris Nissim
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUGARD ROAD CAPITAL MASTER FUND, LP
|
|
|
|
|
|
|
By:
|
Lugard Road Capital GP, LLC
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Norris Nissim
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|
|
|
|
|
|
By:
|
LCG Holdings, LLC
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Norris Nissim
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
|
|
|
|
|
|
By:
|
Luxor Capital Group, LP
Investment Manager
|
|
|
|
|
|
|
By:
|
/s/ Norris Nissim
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUXOR CAPITAL GROUP, LP
|
|
|
|
|
|
|
By:
|
Luxor Management, LLC
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Norris Nissim
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LCG HOLDINGS, LLC
|
|
|
|
|
|
|
By:
|
/s/ Norris Nissim
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUGARD ROAD CAPITAL GP, LLC
|
|
|
|
|
|
|
By:
|
/s/ Norris Nissim
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
LUXOR MANAGEMENT, LLC
|
|
|
|
|
|
|
By:
|
/s/ Norris Nissim
|
|
|
|
Name:
|
Norris Nissim
|
|
|
|
Title:
|
General Counsel
|
|
|
/s/ Norris Nissim
|
|
|
NORRIS NISSIM, as Agent for Jonathan Green
|
|
|
/s/ Norris Nissim
|
|
|
NORRIS NISSIM, as Agent for Christian Leone
|
SCHEDULE B
TRANSACTIONS IN THE
SECURITIES OF THE ISSUER EFFECTED SINCE THE FILING OF AMENDMENT NO. 1 BY THE REPORTING PERSONS
|
Class of Security
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Transactions
|
LUXOR WAVEFRONT, LP
|
Class A Common Stock
|
95,312
|
36.4200
|
2/8/2019
|
|
Class A Common Stock
|
95,312
|
36.4200
|
2/8/2019
|
|
Class A Common Stock
|
235,515
|
36.4527
|
2/8/2019
|
|
Class A Common Stock
|
16,917
|
36.4700
|
2/8/2019
|
|
Class A Common Stock
|
290
|
36.5150
|
2/8/2019
|
|
Class A Common Stock
|
68,578
|
36.5031
|
2/8/2019
|
LUXOR CAPITAL
PARTNERS OFFSHORE MASTER FUND, LP
|
Class A Common Stock
|
4,688
|
36.4200
|
2/8/2019
|
|
Class A Common Stock
|
4,688
|
36.4200
|
2/8/2019
|
|
Class A Common Stock
|
11,585
|
36.4527
|
2/8/2019
|
LUGARD ROAD CAPITAL
MASTER FUND, LP
|
Class A Common Stock
|
53,083
|
36.4700
|
2/8/2019
|
|
Class A Common Stock
|
909
|
36.5150
|
2/8/2019
|
|
Class A Common Stock
|
215,198
|
36.5031
|
2/8/2019
|