SEC Form SC 13D/A filed by Verso Corporation (Amendment)

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. 2)

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)

08/06/2021
(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).

* Represents (1) 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P. and (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares of Class A Common Stock of the Issuer.

** This calculation is based on 29,687,534.47 shares of Common Stock of the Issuer, comprising of (1) 29,387,674 shares outstanding as of July 30, 2021, as disclosed on the Issuer’s Form 10-Q filed with the SEC on August 6, 2021, and (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares.

* Represents (1) 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P. and (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares of Class A Common Stock of the Issuer.

** This calculation is based on 29,687,534.47 shares of Common Stock of the Issuer, comprising of (1) 29,387,674 shares outstanding as of July 30, 2021, as disclosed on the Issuer’s Form 10-Q filed with the SEC on August 6, 2021, and (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares.

* Represents (1) 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P. and (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares of Class A Common Stock of the Issuer.

** This calculation is based on 29,687,534.47 shares of Common Stock of the Issuer, comprising of (1) 29,387,674 shares outstanding as of July 30, 2021, as disclosed on the Issuer’s Form 10-Q filed with the SEC on August 6, 2021, and (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares.

* Represents (1) 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P., (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares of Class A Common Stock of the Issuer, (3) 210 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) 50,000 shares of Class A Common Stock of the Issuer held by Mr. J. Hale Hoak, (6) 45,000 shares of Class A Common Stock of the Issuer held by Hale Hoak Child’s Trust, (7) 1,170 call options of the Issuer that are exercisable into 117,000 shares of Class A Common Stock of the Issuer, and (8) 200 shares of Class A Common Stock of the Issuer held in a UTMA account for the benefit of James M. Hoak III of which Mr. J. Hale Hoak serves as custodian.

** Represents 255,000 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 29,687,534.47 shares of Common Stock of the Issuer, comprising of (1) 29,387,674 shares outstanding as of July 30, 2021, as disclosed on the Issuer’s Form 10-Q filed with the SEC on August 6, 2021, and (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares.

*  Represents (1) 1,500,000 shares of Class A Common Stock of the Issuer held by Hoak Public Equities, L.P., (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares of Class A Common Stock of the Issuer, (3) 400,000 shares of Class A Common Stock of the Issuer held in the James M. Hoak, Jr. IRRA, and (4) 25,000 shares of Class A Common Stock of the Issuer held by The Hoak Foundation, of which Mr. James M. Hoak, Jr. serves as president.

**  Represents 255,000 shares of Class A Common Stock of the Issuer held by Nancy Hoak 2020 GRAT Agreement, of which Mr. James M. Hoak, Jr. serves as co-trustee.

***  This calculation is based on 29,687,534.47 shares of Common Stock of the Issuer, comprising of (1) 29,387,674 shares outstanding as of July 30, 2021, as disclosed on the Issuer’s Form 10-Q filed with the SEC on August 6, 2021, and (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares.

* This calculation is based on 29,687,534.47 shares of Common Stock of the Issuer, comprising of (1) 29,387,674 shares outstanding as of July 30, 2021, as disclosed on the Issuer’s Form 10-Q filed with the SEC on August 6, 2021, and (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares.

* This calculation is based on 29,687,534.47 shares of Common Stock of the Issuer, comprising of (1) 29,387,674 shares outstanding as of July 30, 2021, as disclosed on the Issuer’s Form 10-Q filed with the SEC on August 6, 2021, and (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares.

* This calculation is based on 29,687,534.47 shares of Common Stock of the Issuer, comprising of (1) 29,387,674 shares outstanding as of July 30, 2021, as disclosed on the Issuer’s Form 10-Q filed with the SEC on August 6, 2021, and (2) 225,459 warrants of the Issuer, held by Hoak Public Equities, L.P., that are exercisable within 60 days into 299,860.47 shares.

This Amendment No. 2 to Schedule 13D ( the “Second Amendment”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on December 31, 2020 (the “Original 13D”), as amended by that certain Amendment No. 1 to the Original 13D (the “First Amendment”, and together with the Original 13D and the Second 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 Second 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.                      Source and Amount of Funds or Other Consideration.

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 $22,758,490.57. The total amount of funds used for the purchase of warrants of the Issuer by HPE was $278,514.15. 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, Jr. 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 $456,399.86, (ii) the Foundation was $187,204.08 and (iii) the GRAT was $3,106,569.35. James M. Hoak, Jr. 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 M. Hoak, Jr. was $5,417,454.00 (all such 400,000 shares held in the James M. Hoak, Jr. IRRA) and (ii) J. Hale Hoak was $588,413.43 (50,000 shares held personally by J. Hale Hoak, 210 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, and 200 shares held in a UTMA account for the benefit of James M. Hoak III (Mr. J. Hale Hoak’s son) of which Mr. J. Hale Hoak serves as custodian).

Item 5.                      Interest in Securities of the Issuer.

Item 5(c) is hereby amended and restated to read in its entirety as follows:

“

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

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

“The Reporting Persons purchased 1,170 call option contracts expiring on October 15, 2021 for the total amount of $118,733.06.”

Item 7.                      Material to Be Filed as Exhibits

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

Hale Hoak Child’s Trust

James M. Hoak, Jr.