Amended Statement of Beneficial Ownership (sc 13d/a)
December 18 2019 - 4:46PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
LAZYDAYS
HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
52110H 100
(CUSIP
Number)
Christopher Shackelton/Adam Gray
105 Rowayton Avenue
Rowayton, CT 06853
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 16, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e),
§240.13d-1(f) or §240.13d-1(g), check the following box. ☐
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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 (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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CUSIP No. 52110H 100
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13D
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Page
2
of 9
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1.
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Names of reporting persons.
Coliseum Capital Management, LLC
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2.
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Check the appropriate box
if a member of a group (see instructions)
(a) ☐ (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 (see
instructions)
AF
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5.
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Check 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
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
0
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8.
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Shared voting power
5,919,605 (1)
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
5,919,605
(1)
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11.
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Aggregate amount beneficially owned by each reporting person
5,919,605 (1)
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12.
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Check if the aggregate
amount in Row (11) excludes certain shares (see instructions)
☐
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13.
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Percent of class
represented by amount in Row (11)
42.5% (1)
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14.
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Type of reporting person
(see instructions)
IA
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(1)
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Includes (i) 4,968,944 shares of common stock, par value $0.0001 per share (the Common
Stock) that could be obtained upon the conversion of 500,000 shares of Series A convertible preferred stock, par value $0.0001 per share (the Preferred Stock), at the current conversion rate; and (ii) 496,894 shares of
Common Stock that could be obtained upon the conversion of 496,894 five-year warrants (the Warrants), with each Warrant providing the right to purchase one share of Common Stock per Warrant at a price of $11.50 per whole share.
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CUSIP No. 52110H 100
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13D
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Page
3
of 9
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1.
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Names of reporting persons.
Coliseum Capital, LLC
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2.
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Check the appropriate box
if a member of a group (see instructions)
(a) ☐ (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 (see
instructions)
AF
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5.
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Check 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
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
0
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8.
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Shared voting power
4,330,950 (1)
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
4,330,950
(1)
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11.
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Aggregate amount beneficially owned by each reporting person
4,330,950 (1)
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12.
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Check if the aggregate
amount in Row (11) excludes certain shares (see instructions)
☐
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13.
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Percent of class
represented by amount in Row (11)
34.7% (1)
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14.
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Type of reporting person
(see instructions)
OO
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(1)
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Includes (i) 3,632,407 shares of Common Stock that could be obtained upon the conversion of 365,511 shares of
Preferred Stock at the current conversion rate; and (ii) 363,241 shares of Common Stock that could be obtained upon the conversion of 363,241 Warrants.
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CUSIP No. 52110H 100
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13D
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Page
4
of 9
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1.
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Names of reporting persons.
Coliseum Capital Partners, L.P.
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2.
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Check the appropriate box
if a member of a group (see instructions)
(a) ☐ (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 (see
instructions)
WC
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5.
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Check 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
Delaware
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|
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Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
0
|
|
8.
|
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Shared voting power
4,330,950 (1)
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
4,330,950
(1)
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11.
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Aggregate amount beneficially owned by each reporting person
4,330,950 (1)
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12.
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Check if the aggregate
amount in Row (11) excludes certain shares (see instructions)
☐
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13.
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Percent of class
represented by amount in Row (11)
34.7%
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14.
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Type of reporting person
(see instructions)
PN
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(1)
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Includes (i) 3,632,407 shares of Common Stock that could be obtained upon the conversion of 365,511 shares of
Preferred Stock at the current conversion rate; and (ii) 363,241 shares of Common Stock that could be obtained upon the conversion of 363,241 Warrants.
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CUSIP No. 52110H 100
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13D
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Page
5
of 9
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1.
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Names of reporting persons.
Adam Gray
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2.
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Check the appropriate box
if a member of a group (see instructions)
(a) ☐ (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 (see
instructions)
AF
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5.
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Check 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
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
0
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|
8.
|
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Shared voting power
5,919,605 (1)
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9.
|
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Sole dispositive power
0
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10.
|
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Shared dispositive power
5,919,605
(1)
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11.
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Aggregate amount beneficially owned by each reporting person
5,919,605 (1)
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12.
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Check if the aggregate
amount in Row (11) excludes certain shares (see instructions)
☐
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13.
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Percent of class
represented by amount in Row (11)
42.5% (1)
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14.
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Type of reporting person
(see instructions)
IN
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(1)
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Includes (i) 4,968,944 shares of Common Stock that could be obtained upon the conversion of 500,000 shares of
Preferred Stock at the current conversion rate; and (ii) 496,894 shares of Common Stock that could be obtained upon the conversion of 496,894 Warrants.
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CUSIP No. 52110H 100
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13D
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Page
6
of 9
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1.
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Names of reporting persons.
Christopher Shackelton
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2.
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Check the appropriate box
if a member of a group (see instructions)
(a) ☐ (b) ☒
|
3.
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SEC use only
|
4.
|
|
Source of funds (see
instructions)
AF
|
5.
|
|
Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
|
6.
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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
5,919,605 (1)
|
|
9.
|
|
Sole dispositive power
0
|
|
10.
|
|
Shared dispositive power
5,919,605
(1)
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
5,919,605 (1)
|
12.
|
|
Check if the aggregate
amount in Row (11) excludes certain shares (see instructions)
☐
|
13.
|
|
Percent of class
represented by amount in Row (11)
42.5% (1)
|
14.
|
|
Type of reporting person
(see instructions)
IN
|
(1)
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Includes (i) 4,968,944 shares of Common Stock that could be obtained upon the conversion of 500,000 shares of
Preferred Stock at the current conversion rate; and (ii) 496,894 shares of Common Stock that could be obtained upon the conversion of 496,894 Warrants.
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CUSIP No. 52110H 100
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13D
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Page
7
of 9
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Explanatory Note: This Amendment No. 2 (this Amendment) to the Schedule 13D
(the Initial 13D) filed by the Reporting Persons (as defined below) with the U.S. Securities and Exchange Commission (the Commission) on March 26, 2018, and as amended and supplemented by Amendment
No. 1 to the Initial 13D filed on December 17, 2018 amends and supplements the items set forth herein.
As used in this
statement, the term Reporting Persons collectively refers to:
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Coliseum Capital Management, LLC, a Delaware limited liability company (CCM);
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Coliseum Capital, LLC, a Delaware limited liability company (CC);
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Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP);
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Adam Gray (Gray); and
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Christopher Shackelton, a director of the Issuer (Shackelton).
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Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is supplemented as follows:
The source and amount of
funds used in purchasing the Common Stock described in Item 5 by the Reporting Persons and a separate account investment advisory client of CCM (the Separate Account) were as follows:
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Purchaser
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Source of Funds
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Amount
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CCP
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Working Capital
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$
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212,264
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Separate Account
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Working Capital
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$
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71,899
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Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented as follows:
The
information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages
filed herewith are calculated based upon 8,471,608 shares of Common Stock outstanding as of November 7, 2019, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Commission on
November 8, 2019.
The Reporting Persons and the Separate Account effected the following transactions in the Common Stock on the dates indicated, and
such transactions are the only transactions in the Common Stock by the Reporting Persons in the sixty days preceding the filing of this Amendment:
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Name
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Nature of Transaction
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Date
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Number of Shares
of Common Stock
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Weighted
Average Price
Per Share
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CCP
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Open Market Purchase
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12/16/2019
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49,592
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$
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4.28
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Separate Account
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Open Market Purchase
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12/16/2019
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16,798
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$
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4.28
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CUSIP No. 52110H 100
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13D
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Page
8
of 9
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Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities reported herein.
The information in Item 6 hereof is incorporated by reference
herein.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
CCM is an
investment adviser whose clients, including CCP and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. CC is the general partner of CCP. Gray and
Shackelton are the managers of CC and CCM.
SIGNATURES
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: December 18, 2019
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COLISEUM CAPITAL MANAGEMENT, LLC
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CHRISTOPHER SHACKELTON
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By:
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/s/ Chivonne Cassar
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By:
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/s/ Chivonne Cassar
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Chivonne Cassar, Attorney-in-fact
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Chivonne Cassar, Attorney-in-fact
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COLISEUM CAPITAL, LLC
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ADAM GRAY
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By:
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/s/ Chivonne Cassar
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By:
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/s/ Chivonne Cassar
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Chivonne Cassar, Attorney-in-fact
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Chivonne Cassar, Attorney-in-fact
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COLISEUM CAPITAL PARTNERS, L.P.
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By:
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Coliseum Capital, LLC, General Partner
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By:
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/s/ Chivonne Cassar
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Chivonne Cassar, Attorney-in-fact
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