SEC Form SC 13D/A filed

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment #3)

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Leon G. Cooperman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(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
	United States
NUMBER OF COMMON SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN COMMON SHARES (see instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (see instructions)
	IN

CUSIP No. 553829102

13D

Page 3 of 4 Pages

Item 1.  Security and Issuer.

Item 4 is hereby supplemented by the addition of the following:

On December 23, 2020, Barings BDC, Inc. (“Barings”), completed its acquisition of the Issuer, pursuant to an Agreement and Plan of Merger, dated as of August 10, 2020 (the “Merger Agreement”), by and among Barings, the Issuer, Mustang Acquisition Sub, Inc., a direct wholly owned subsidiary of Barings, and Barings LLC, the investment adviser to Barings (the “Merger”).  Pursuant to the terms of the Merger Agreement, on December 23, 2020, upon the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock of the Issuer issued and outstanding immediately prior to the Merger was converted into the right to receive: (i) $0.39492 per share in cash, without interest from Barings; and (ii) 0.9790836 shares of common stock, par value $0.001 per share, of the Barings plus any cash in lieu of fractional shares, as further described in the Current Report on Form 8-K filed by the Issuer with the SEC on December 23, 2020.

Accordingly, as of December 23, 2020, Mr. Cooperman ceased to be the beneficial owner of any Common Stock of the Issuer.

Items 5(a), 5(b), 5(c) and 5(e) are hereby supplemented by the addition of the following:

(a) − (b) As a result of the Merger, Mr. Cooperman no longer beneficially owns any Common Stock.

(c) Mr. Cooperman has not effected any transaction in the Common Stock during the past 60 days, except as described in Item 4 of this Amendment.

  (e) On December 23, 2020, upon completion of the Merger, Mr. Cooperman ceased to be a beneficial owner of more than five percent of the Common Stock of the Issuer.

SIGNATURE

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: January 11, 2021