SEC Form SC 13D/A filed by Sierra Wireless Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Sierra Wireless, Inc.

(Name of Issuer)

Common Shares, no par value per share

(Title of Class of Securities)

826516106

(CUSIP Number)

IRSHAD KARIM

LION POINT CAPITAL, LP

250 W 55th Street, 33rd Floor

New York, New York 10019

212-356-6200

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 6, 2022

(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 ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              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).

* Excludes cash-settled swaps disclosed in Item 6 representing economic exposure comparable to 1,463,212 additional Common Shares.

* Excludes cash-settled swaps disclosed in Item 6 representing economic exposure comparable to 1,463,212 additional Common Shares.

* Excludes cash-settled swaps disclosed in Item 6 representing economic exposure comparable to 1,463,212 additional Common Shares.

* Excludes cash-settled swaps disclosed in Item 6 representing economic exposure comparable to 1,463,212 additional Common Shares.

* Excludes cash-settled swaps disclosed in Item 6 representing economic exposure comparable to 1,463,212 additional Common Shares.

 The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

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

The Shares purchased by Lion Point were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,810,671 Shares beneficially owned by Lion Point is approximately $14,778,939, including brokerage commissions.

Item 4 is hereby amended to add the following:

Lion Point has undertaken the transactions reported in this Amendment No. 2 to effectuate a rebalancing of Lion Point’s portfolio in light of the significant appreciation in the Issuer’s stock price since the Reporting Persons’ investment was made in the Issuer in March 2020. The transactions were entered into for portfolio and capital management reasons and not due to any change in Lion Point’s thesis. The Reporting Persons believe the Shares remain significantly undervalued and intend to remain significant shareholders of the Issuer.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 38,332,950 Shares outstanding, as of May 12, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on May 13, 2022.

Percentage: Approximately 4.7%

Percentage: Approximately 4.7%

Percentage: Approximately 4.7%

Percentage: Approximately 4.7%

Percentage: Approximately 4.7%

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6 is hereby amended to add the following:

Lion Point has entered into certain cash-settled equity swap agreements with an unaffiliated third party financial institution (the “Swap Agreements”). Collectively, the Swap Agreements held by the Reporting Persons represent economic exposure to an aggregate of 1,463,212 notional Shares, representing approximately 3.8% of the outstanding Shares.

The Swap Agreements provide Lion Point with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, Lion Point has economic exposure to an aggregate of 3,273,883 Shares, representing approximately 8.5% of the outstanding Shares. The Reporting Persons disclaim beneficial ownership of the Subject Shares.

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.

Dated: June 7, 2022

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

LION POINT MASTER, LP