SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Common Stock, $0.001 Par Value Per Share
|
(Title of Class of Securities)
|
Robert Robotti
c/o Robotti & Company, Incorporated
60 East 42nd Street, Suite 3100
New York, New York 10165
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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. ☐
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.
(Page 1 of 20 Pages)
*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 the disclosures
provided in a prior cover page.
The information required in 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 ("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).
1
|
NAMES OF REPORTING PERSONS
|
|
|
Robert E. Robotti*
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
AF, OO, PF
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
7,092
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
3,134,858
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
7,092
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
3,134,858
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
3,141,950
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
7.7%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
IN, HC
|
|
|
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants (as defined herein) as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
CUSIP No. 88642R109
|
Page 3 of 20 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Robotti & Company, Incorporated*
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
New York
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
3,131,858
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
3,131,858
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
3,131,858
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
7.7%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO, HC
|
|
|
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
CUSIP No. 88642R109
|
Page 4 of 20 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Robotti & Company Advisors, LLC*
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
New York
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
3,128,883
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
3,128,883
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
3,128,883
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
7.7%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO, IA
|
|
|
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
CUSIP No. 88642R109
|
Page 5 of 20 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Robotti Securities, LLC*
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
WC, OO
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
New York
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
2,975
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
2,975
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,975
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
Less than 1%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO, BD
|
|
|
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
CUSIP No. 88642R109
|
Page 6 of 20 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Suzanne Robotti*
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
PF, OO
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
12,169
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
3,000
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
12,169
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
3,000
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
15,169
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
Less than 1%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
IN, HC
|
|
|
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
CUSIP No. 88642R109
|
Page 7 of 20 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Kenneth R. Wasiak*
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
AF, OO
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
1,612,231
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
1,612,231
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,612,231
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
4.0%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
IN, HC
|
|
|
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
CUSIP No. 88642R109
|
Page 8 of 20 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Ravenswood Management Company, L.L.C.*
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
AF
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
New York
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
1,609,231
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
1,609,231
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,609,231
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
4.0%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
CUSIP No. 88642R109
|
Page 9 of 20 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
The Ravenswood Investment Company, L.P. *
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
WC
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
995,715
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
995,715
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
995,715
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
2.5%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
CUSIP No. 88642R109
|
Page 10 of 20 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Ravenswood Investments III, L.P. *
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
WC
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
New York
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
613,516
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
613,516
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
613,516
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
1.5%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
Schedule 13D
|
CUSIP No. 88642R109
|
Page 11 of 20 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Suzanne and Robert Robotti Foundation, Inc.*
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
PF
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
3,000
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
3,000
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
3,000
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
Less than 1%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
* The number of shares of Common Stock disclosed in this Statement includes shares underlying Warrants as required by Rule 13d-3(d)(1)(i) under the Act. See Items 5(a) and (b) for details.
This Statement on Schedule 13D Amendment No. 2 (this "Amendment No. 2") is filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the "Commission"). This Amendment No. 2 amends the Initial
Statement of Beneficial Ownership on Schedule 13D (the "Initial Statement") relating to shares of Common Stock, $0.001 par value per share (the "Common Stock"), including shares of Common Stock underlying Series A and B Warrants and under certain
warrants issued to persons not known to be U.S. Citizens who were holders of certain debt and leaseback obligations of the Issuer (the "New Creditor Warrants," and together with the Series A and B Warrants, the "Warrants"), of Tidewater Inc. (the
"Issuer"), filed on October 28, 2019 with the Commission, as amended by Amendment No. 1, thereto, filed with the Commission on February 6, 2020 (as so amended, the "Amended Statement"), as specifically set forth herein. Capitalized terms used herein
and not otherwise defined herein shall have the same meanings ascribed to them in the Amended Statement.
Item 2 of the Amended Statement is hereby amended and restated to read as follows:
(a), (b), (c) and (f). This Statement is filed on behalf of Robert E. Robotti ("Robotti"), Robotti & Company, Incorporated ("ROBT"), Robotti & Company Advisors, LLC ("Robotti Advisors"), Robotti Securities, LLC
("Robotti Securities"), Suzanne Robotti, Kenneth R. Wasiak ("Wasiak"), Ravenswood Management Company, L.L.C. ("RMC"), The Ravenswood Investment Company, L.P. ("RIC"), Ravenswood Investments III, L.P. ("RI"), and Suzanne and Robert Robotti Foundation,
Inc. ("Robotti Foundation" and together with Robotti, ROBT, Robotti Advisors, Robotti Securities, Suzanne Robotti, Wasiak, RMC, RIC, and RI the "Reporting Persons").
Mr. Robotti is a United States citizen whose principal occupation is serving as the president and treasurer of ROBT. ROBT, a New York corporation, is the parent holding company of Robotti Advisors and Robotti
Securities. Robotti Advisors, a New York limited liability company, is an investment adviser registered under the Investment Advisers Act of 1940, as amended. Robotti Securities, a New York limited liability company, is a broker-dealer registered
under Section 15 of the Securities Exchange Act of 1934, as amended. Suzanne Robotti is a United States citizen and wife of Mr. Robotti.
Mr. Wasiak, a United States citizen, is retired. Each of Messrs. Robotti and Wasiak are Managing Members of RMC. RMC, a New York limited liability company, is the general partner of RIC and RI. RIC, a Delaware limited
partnership, and RI, a New York limited partnership, are private investment partnerships engaged in the purchase and sale of securities for their own accounts. RIC and RI are also advisory clients of Robotti Advisors
The Robotti Foundation is a nonprofit and nonstock corporation organized pursuant to Section 102 of the General Corporation Law of the State of Delaware and exempt from tax under Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.
The address of each of the Reporting Persons other than Mr. Wasiak is 60 East 42nd Street, Suite 3100, New York, NY 10165. Mr. Wasiak's business address is 104 Gloucester Road, Massapequa, New York 11758.
Executive Officers and Directors:
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning executive officers and directors of ROBT, Robotti Advisors, Robotti Securities, and Robotti Foundation is included in
Schedule A hereto, which is incorporated by reference herein.
(d) and (e). None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons set forth on Schedule A, has during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3 of the Amended Statement is hereby amended and restated to read as follows:
The aggregate purchase price of the 6,018 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 1,074 Warrants directly beneficially held by Mr. Robotti is approximately
$155,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by Mr. Robotti were paid for using his personal funds.
The aggregate purchase price of the 1,156,443 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)), 363,209 Warrants, and $200,000 in principal amount of new 8% Senior Secured
Notes Due August 2022 ("Senior Secured Notes") beneficially held by Robotti Advisors (excluding shares, Warrants and Senior Secured Notes beneficially owned by Robotti Advisors and held by RIC and RI which are disclosed below) is approximately
$24,421,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants beneficially held by Robotti Advisors were paid for using the personal funds of its advisory clients.
The aggregate purchase price of the 2,975 shares of Common Stock beneficially held by Robotti Securities, LLC is approximately $55,000 (including brokerage fees and expenses). 2,400 shares of Common Stock beneficially
held by Robotti Securities were paid for using its working capital and 575 shares of Common Stock beneficially held by Robotti Securities were paid for using the personal funds of its discretionary brokerage customers.
The aggregate purchase price of the 10,881 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 1,288 Warrants directly beneficially held by Mrs. Suzanne Robotti is
approximately $181,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by Mrs. Suzanne Robotti were paid for using her personal funds.
The aggregate purchase price of the 839,847 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)), 155,868 Warrants and $695,756 in principal amount of new Senior Secured Notes
directly beneficially held by RIC is approximately $16,105,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by RIC were paid for using its working capital.
The aggregate purchase price of the 536,614 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)), 76,902 Warrants and $374,791 in principal amount of new Senior Secured Notes
directly beneficially held by RI is approximately $10,365,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by RI were paid for using its working capital.
The aggregate purchase price of the 3,000 shares of Common Stock beneficially held by Robotti Foundation is approximately $48,000 (including brokerage fees and expenses). All of the shares of Common Stock beneficially
held by Robotti Foundation were paid for using its personal funds.
The aggregate purchase prices set forth in this Item 3 relating to RIC and RI reflect certain cost basis adjustments due to the exchange of the Issuer's Credit Agreement Revolving Credit Commitment and Term Loan A as a
consequence of the 2017 plan of reorganization of the Issuer.
(The remainder of this page was intentionally left blank)
Item 4 of the Initial Statement is hereby amended to add the following:
On June 2, 2020, Mr. Robotti, on behalf of the Reporting Persons, wrote a letter to the Board of Directors of the Issuer summarized below ("June 2nd Letter"). In the June 2nd Letter, the Reporting Persons:
A copy of the June 2nd Letter is filed herewith as Exhibit 5 to this Statement and incorporated herein by reference.
(The remainder of this page was intentionally left blank)
Item 5 of the Amended Statement is hereby amended and restated to read as follows:
(a)-(b) As of June 2, 2020, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge
of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:
*Based on the aggregate of (i) 40,282,892 shares of Common Stock, $0.001 Par Value per share, outstanding as of April 30, 2020, as disclosed in the Issuer's Quarterly Report on Form 10-Q, for the quarter ended
March 31, 2020 and filed with the Commission on May 5, 2020, plus (ii) the number of shares of Common Stock underlying the Warrants beneficially owned by the Reporting Person, as required by Rule 13d-3(d)(1)(i) ("Rule 13d-3(d)(1)(i)") under the Act.
** Less than 1%
(1) Each of the Reporting Persons disclaims beneficial ownership of the securities held by any other Reporting Person except to the extent of such Reporting Person's pecuniary interest therein, if any.
(2) The aggregate number of shares includes 1,074 shares of Common Stock underlying 1,074 Warrants directly beneficially owned by Mr. Robotti as required by Rule 13d-3(d)(1)(i) but does not include (a) the shares of
Common Stock beneficially owned by or (b) the shares of Common Stock underlying the Warrants beneficially owned by, Mr. Robotti's wife as set forth in footnote (5) below, all of which shares Mr. Robotti disclaims beneficial ownership. Mr. Robotti
has the sole power to dispose or direct the disposition, and to vote or direct the vote, of 6,018 shares of Common Stock directly beneficially owned by him. Upon exercise of the Warrants directly beneficially owned by him, Mr. Robotti will have the
sole power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have no voting rights.
(3) The aggregate number of shares includes 363,209 shares of Common Stock underlying 363,209 Warrants directly beneficially owned by the advisory clients of Robotti Advisors as required by Rule 13d-3(d)(1)(i). Each of
Mr. Robotti and ROBT share with Robotti Advisors the power to dispose or direct the disposition, and to vote or direct the vote, of 1,156,443 shares of Common Stock directly beneficially owned by the advisory clients of Robotti Advisors. Upon
exercise of the Warrants directly beneficially owned by the advisory clients of Robotti Advisors, each of Mr. Robotti and ROBT will share with Robotti Advisors the power to dispose or direct the disposition, and to vote or direct the vote, of the
shares of Common Stock underlying such Warrants. The Warrants have no voting rights.
(4) The aggregate number of shares includes 2,400 shares of Common Stock directly beneficially owned by Robotti Securities and 575 shares of Common Stock directly beneficially owned by the discretionary brokerage
customers of Robotti Securities. Each of Mr. Robotti and ROBT share with Robotti Securities the power to dispose or direct the disposition, and to vote or direct the vote, of 2,400 shares of Common Stock directly beneficially owned by Robotti
Securities and 575 shares of Common Stock directly beneficially owned by the discretionary brokerage customers of Robotti Securities.
(5) The aggregate number of shares includes 1,288 shares of Common Stock underlying 1,288 Warrants directly beneficially owned by Suzanne Robotti as required by Rule 13d-3(d)(1)(i) but does not include (a) the shares
of Common Stock beneficially owned by or (b) the shares of Common Stock underlying the Warrants beneficially owned by, Mr. Robotti and set forth in footnote (2) above, all of which shares Mrs. Robotti disclaims beneficial ownership. Mrs. Robotti
has the sole power to dispose or direct the disposition, and to vote or direct the vote, of 10,881 shares of Common Stock directly beneficially owned by her. Upon exercise of the Warrants directly beneficially owned by her, Mrs. Robotti will have
the sole power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have no voting rights.
(6) The aggregate number of shares includes 155,868 shares of Common Stock underlying 155,868 Warrants directly beneficially owned by RIC as required by Rule 13d-3(d)(1)(i). Each of Messrs. Robotti and Wasiak, ROBT,
Robotti Advisors and RMC share with RIC the power to dispose or direct the disposition, and to vote or direct the vote, of 839,847 shares of Common Stock directly beneficially owned by RIC. Upon exercise of the Warrants directly beneficially owned
by RIC, each of Messrs. Robotti and Wasiak, ROBT, Robotti Advisors and RMC will share with RIC the power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have
no voting rights.
(7) The aggregate number of shares includes 76,902 shares of Common Stock underlying 76,902 Warrants directly beneficially owned by RI as required by Rule 13d-3(d)(1)(i). Each of Messrs. Robotti and Wasiak, ROBT,
Robotti Advisors and RMC share with RI the power to dispose or direct the disposition, and to vote or direct the vote, of 536,614 shares of Common Stock directly beneficially owned by RI. Upon exercise of the Warrants directly beneficially owned
by RI, each of Messrs. Robotti and Wasiak, ROBT, Robotti Advisors and RMC will share with RI the power to dispose or direct the disposition, and to vote or direct the vote, of the shares of Common Stock underlying such Warrants. The Warrants have
no voting rights.
(8) The aggregate number of shares includes 3,000 shares of Common Stock directly beneficially owned by Robotti Foundation. Each of Messrs. Robotti and Wasiak and Suzanne Robotti shares with Robotti Foundation the
power to dispose or direct the disposition, and to vote and direct the vote, of 3,000 shares of Common Stock directly beneficially owned by Robotti Foundation.
(c) The table below lists all the transactions in the Issuer's Common Stock effected during the sixty days prior to the date set forth on the cover page. All transactions were made in the open market and do not
reflect commissions or other expenses.
SCHEDULE 13D
*During the period, one or more accounts which held a total of 11,091 shares of Common Stock and 7,227 Warrants, ceased being either a discretionary customer of Robotti Securities or an advisory client of Robotti Advisors.
(d) Robotti Advisors' advisory clients have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock owned by them. Except as set forth in the
immediately preceding sentence, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock beneficially owned by
the Reporting Persons. No advisory client is known to any Reporting Person to have, and except as otherwise set forth herein no Reporting Person has, the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, more than five percent of the Issuer's Common Stock.
(e) Not Applicable
Item 6 of the Amended Statement is hereby amended to add the following:
Each of the Reporting Persons is a party to an Amended and Restated Joint Filing Agreement dated as of June 2, 2020 (the "Joint Filing Agreement"), pursuant to which the Reporting Persons agreed to jointly file this
Amendment No. 2 and any and all amendments and supplements hereto with the Commission. The Joint Filing Agreement is filed herewith as Exhibit 4 and incorporated herein by reference.
Item 7 of the Amended Statement is hereby amended to add the following:
This filing includes the following exhibits:
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
/s/ Robert E. Robotti
|
|
/s/ Suzanne Robotti
|
Robert E. Robotti
|
|
Suzanne Robotti
|
|
|
|
Robotti & Company, Incorporated
|
|
Suzanne and Robert Robotti Foundation, Inc.
|
|
|
|
By:
|
/s/ Robert E. Robotti
|
|
By:
|
/s/ Robert E. Robotti
|
|
Name: Robert E. Robotti
|
|
|
Name: Robert E. Robotti
|
|
Title: President and Treasurer
|
|
|
Title: Director
|
|
|
|
Robotti & Company Advisors, LLC
|
|
Robotti Securities, LLC
|
By:
|
/s/ Robert E. Robotti
|
|
By:
|
/s/ Robert E. Robotti
|
|
Name: Robert E. Robotti
|
|
|
Name: Robert E. Robotti
|
|
Title: President and Treasurer
|
|
|
Title: President and Treasurer
|
|
|
|
Ravenswood Management Company, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Robert E. Robotti
|
|
/s/ Kenneth R. Wasiak
|
|
Name: Robert E. Robotti
|
|
Kenneth R. Wasiak
|
|
Title: Managing Member
|
|
|
|
|
|
The Ravenswood Investment Company, L.P.
|
|
Ravenswood Investments III, L.P.
|
|
|
|
By:
|
Ravenswood Management Company, L.L.C., General Partner
|
|
By:
|
Ravenswood Management Company, L.L.C., General Partner
|
|
|
|
|
|
By:
|
/s/ Robert E. Robotti
|
|
By:
|
/s/ Robert E. Robotti
|
|
Name: Robert E. Robotti
|
|
|
Name: Robert E. Robotti
|
|
Title: Managing Member
|
|
|
Title: Managing Member
|
Schedule A
The following table sets forth certain information concerning each of the directors and executive officers of each of the entities named below as of the date hereof.
Exhibit Index
The following documents are filed herewith and previously filed:
(The remainder of this page was intentionally left blank)