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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

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. ☐

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 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).

 

Item 1.  Security and Issuer.

No material change.

 

Item 4.  Purpose of Transaction.

No material change.

Item 5.  Interest in Securities of the Issuer.

 

Paragraphs (a), (b) and (c) are hereby amended and restated in their entirety as follows:

 

The percentages in this Item 5 assume there is a total of 20,756,392 shares of Common Stock outstanding as of February 28, 2019.

 

(a) and (b)

The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.

Taylor Parent directly holds 5,593,116 shares of Common Stock and has sole power to vote and dispose of such shares of Common Stock.

 

 

CP Taylor, which appoints the board of directors of Taylor Parent, has the ability to direct the management of Taylor Parent’s business, including the power to direct the decisions of Taylor Parent regarding the vote and disposition of securities held by Taylor Parent; therefore, CP Taylor may be deemed to have indirect beneficial ownership of the shares of Common Stock held by Taylor Parent.

 

Centre Investors directly holds 291,592 shares of Common Stock and has sole power to vote and dispose of such shares of Common Stock.

Centre Partners LP, in its capacity as sole member of CP Taylor and general partner of Centre Investors, has the ability to direct the management of CP Taylor’s and Centre Investors’ business, including the power to direct the decisions of CP Taylor and Centre Investors regarding the vote and disposition of securities held by Taylor Parent and Centre Investors; therefore, Centre Partners LP may be deemed to have indirect beneficial ownership of the shares of Common Stock held by Taylor Parent and Centre Investors.

Centre Partners, in its capacity as the general partner of Centre Partners LP, has the ability to direct the management of Centre Partners LP’s business, including the power to direct the decisions of Centre Partners LP regarding the vote and disposition of securities held by Taylor Parent and Centre Investors; therefore, Centre Partners may be deemed to have indirect beneficial ownership of the shares of Common Stock held by Taylor Parent and Centre Investors.

JRJ LP and Harwich Road LP, in their capacity as co-managers of Centre Partners, have the ability to direct the management of Centre Partners’ business, including the power to direct the decisions of Centre Partners regarding the vote and disposition of securities held by Taylor Parent and Centre Investors; therefore, JRJ LP and Harwich Road LP may be deemed to have indirect beneficial ownership of the shares of Common Stock held by Taylor Parent and Centre Investors.

JRJ, in its capacity as the general partner of JRJ LP, has the ability to direct the management of JRJ LP’s business, including the power to direct the decisions of JRJ LP regarding the vote and disposition of securities held by Taylor Parent and Centre Investors; therefore, JRJ may be deemed to have indirect beneficial ownership of the shares of Common Stock held by Taylor Parent and Centre Investors.

Harwich Road, in its capacity as the general partner of Harwich Road LP, has the ability to direct the management of Harwich Road LP’s business, including the power to direct the decisions of Harwich Road LP regarding the vote and disposition of securities held by Taylor Parent and Centre Investors; therefore, Harwich Road may be deemed to have indirect beneficial ownership of the shares of Common Stock held by Taylor Parent and Centre Investors.

Bruce G. Pollack, in his capacity as the President of JRJ, has the ability to direct the management of JRJ’s business, including the power to direct the decisions of JRJ regarding the vote and disposition of securities held by Taylor Parent and Centre Investors; therefore, Mr. Pollack may be deemed to have indirect beneficial ownership of the shares of Common Stock held by Taylor Parent and Centre Investors.

David L. Jaffe, in his capacity as the President of Harwich Road, has the ability to direct the management of Harwich Road’s business, including the power to direct the decisions of Harwich Road regarding the vote and disposition of securities held by Taylor Parent and Centre Investors; therefore, Mr. Jaffe may be deemed to have indirect beneficial ownership of the shares of Common Stock held by Taylor Parent and Centre Investors.

With respect to the shares of Common Stock reported herein, each of the Reporting Persons may be deemed to have sole voting and dispositive power or the sole power to direct the vote and disposition of the number of shares of Common Stock which such Reporting Person may be deemed to beneficially own as set forth above.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than Taylor Parent and Centre Investors, that it is the beneficial owner of any of the shares of Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person, other than Taylor Parent and Centre Investors.

To the knowledge of the Reporting Persons, none of the Covered Persons directly owns any shares of Common Stock; provided, however, that because of each Covered Person's status as a director, executive officer, member or general partner of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by such Reporting Person. Except to the extent of their pecuniary interest, each of the Covered Persons disclaims beneficial ownership of the shares of the Issuer’s Common Stock reported herein and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this statement.

(c) The table below presents information regarding the shares of Common Stock purchased by Centre Investors in the last sixty days, all of which were in open market transactions:

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 7.  Material to Be Filed as Exhibits.

No material change.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  March 25, 2019

	Centre Capital Investors V, L.P.
	By:	/s/ Bruce Pollack
		Name:  Bruce Pollack Title:  Authorized Person