SEC Form SC 13D/A filed

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Verso Corporation
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

92531L207
(CUSIP Number)

Hoak Public Equities, L.P.
3963 Maple Avenue, Suite 450
Dallas, Texas 75219
(214) 855-2284
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 03, 2021
(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 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 (“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).

* Includes (1) 1,416,592 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P. and (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares of Class A Common Stock of the Issuer.

** This calculation is based on 33,300,769.11 shares of Common Stock of the Issuer, comprising of (1) 33,071,589 shares outstanding as of February 19, 2021, as disclosed on the Issuer’s Form 10-K filed with the SEC on March 1, 2021, and (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares.

* Includes (1) 1,416,592 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P., and (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares of Class A Common Stock of the Issuer.

** This calculation is based on 33,300,769.11 shares of Common Stock of the Issuer, comprising of (1) 33,071,589 shares outstanding as of February 19, 2021, as disclosed on the Issuer’s Form 10-K filed with the SEC on March 1, 2021, and (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares.

* Includes (1) 1,416,592 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P., and (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares of Class A Common Stock of the Issuer.

** This calculation is based on 33,300,769.11 shares of Common Stock of the Issuer, comprising of (1) 33,071,589 shares outstanding as of February 19, 2021, as disclosed on the Issuer’s Form 10-K filed with the SEC on March 1, 2021, and (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares.

* Includes (1) 1,416,592 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P., (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares of Class A Common Stock of the Issuer, (3) 160 shares of Class A Common Stock of the Issuer held in a UTMA account for the benefit of Alfred Hale Hoak of which Mr. J. Hale Hoak serves as custodian, (4) 25,000 shares of Class A Common Stock of the Issuer held by The Hoak Foundation, of which Mr. J. Hale Hoak serves as investment manager, (5) 40,000 shares of Class A Common Stock of the Issuer held in Mr. J. Hale Hoak’s personal trading account at Merrill Lynch and (6) 40,000 shares of Class A Common Stock of the Issuer held by Hale Hoak Child’s Trust.

** Includes 250,000 shares of Class A Common Stock of the Issuer held by Nancy Hoak 2020 GRAT Agreement, of which Mr. J. Hale Hoak serves as co-trustee.

*** This calculation is based on 33,300,769.11 shares of Common Stock of the Issuer, comprising of (1) 33,071,589 shares outstanding as of February 19, 2021, as disclosed on the Issuer’s Form 10-K filed with the SEC on March 1, 2021, and (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares.

* Includes (1) 1,416,592 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P., (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares of Class A Common Stock of the Issuer (2) 325,422 shares of Class A Common Stock of the Issuer held in the James M. Hoak Jr. IRA and (3) 25,000 shares of Class A Common Stock of the Issuer held by The Hoak Foundation, of which Mr. James M. Hoak serves as president.

** Includes 250,000 shares of Class A Common Stock of the Issuer held by Nancy Hoak 2020 GRAT Agreement, of which Mr. James M. Hoak serves as co-trustee.

*** This calculation is based on 33,300,769.11 shares of Common Stock of the Issuer, comprising of (1) 33,071,589 shares outstanding as of February 19, 2021, as disclosed on the Issuer’s Form 10-K filed with the SEC on March 1, 2021, and (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares.

* This calculation is based on 33,300,769.11 shares of Common Stock of the Issuer, comprising of (1) 33,071,589 shares outstanding as of February 19, 2021, as disclosed on the Issuer’s Form 10-K filed with the SEC on March 1, 2021, and (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares.

* This calculation is based on 33,300,769.11 shares of Common Stock of the Issuer, comprising of (1) 33,071,589 shares outstanding as of February 19, 2021, as disclosed on the Issuer’s Form 10-K filed with the SEC on March 1, 2021, and (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares.

* This calculation is based on 33,300,769.11 shares of Common Stock of the Issuer, comprising of (1) 33,071,589 shares outstanding as of February 19, 2021, as disclosed on the Issuer’s Form 10-K filed with the SEC on March 1, 2021, and (2) 177,659 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 229,180.11 shares.

This Amendment No. 1 to Schedule 13D ( the “First Amendment”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on December 31, 2020 (the “Original 13D” and together with the First Amendment, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Original 13D.

This First Amendment is being filed for the purpose of reporting an increase in the percentage of the class of securities beneficially owned by the reporting persons and the related updates and amendments to the Schedule 13D as follows: 

Item 3 is hereby amended and restated to read in its entirety as follows:

“The total amount of funds used for the purchase of Common Stock by HPE was $21,410,111.59. The total amount of funds used for the purchase of warrants of the Issuer by HPE was $186,058.15. Hoak Management and Hoak & Co do not directly hold any Common Stock but may be deemed to beneficially own the Common Stock owned by HPE. Each of James M. Hoak and J. Hale Hoak may also be deemed to beneficially own the Common Stock owned by HPE. The total amount of funds used for the purchase of the Common Stock reported by (i) the Trust was $371,299.86, (ii) the Foundation was $187,204.08 and (iii) the GRAT was $3,028,798.02. James M. Hoak may also be deemed to beneficially own the Common Stock owned by the Foundation and the GRAT and J. Hale Hoak may also be deemed to beneficially own the Common Stock owned by the Trust, the Foundation and the GRAT. The total amount of funds used for the purchase of the remaining Common Stock reported by (i) James Hoak was $4,206,702.15 (all such 325,422 shares held in the James M. Hoak, Jr. IRA) and (ii) J. Hale Hoak was $430,948.20 (40,000 shares held personally by J. Hale Hoak and 160 shares held in a UTMA account for the benefit of Alfred Hale Hoak (Mr. J. Hale Hoak’s son) of which Mr. J. Hale Hoak serves as custodian).”  

Item 5(a), 5(b), 5(c) and 5(d) are hereby amended and restated to read in their entirety as follows:

“

Each Reporting Person declares that neither the filing of this Schedule 13D/A nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D/A.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D/A nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

See Item 7 on the cover page(s) hereto.

See Item 8 on the cover page(s) hereto.

See Item 9 on the cover page(s) hereto.

See Item 10 on the cover page(s) hereto. 

Item 6 is hereby amended and restated to read in its entirety as follows:

“On January 08, 2021, HPE sold 600 put option contracts expiring in July 16, 2021 which provide that HPE will be required to purchase additional shares of Common Stock at a price of $12.50 if the counterparty thereto exercises such put options.”

SIGNATURES

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

Schedule A

Transactions – Last 60 Days

Hoak Public Equities, L.P.

Hale Hoak Child’s Trust

James M. Hoak

J. Hale Hoak