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. 3)¹

 

Allot Ltd.

(Name of Issuer)

 

Common Stock, par value ILS 0.10 per share

(Title of Class of Securities)

 

M0854Q105

(CUSIP Number)

 

Outerbridge Capital Management, LLC

767 Third Avenue, 11th Floor

New York, New York 10017

(347) 493-0350

 

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)

 

February 9, 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).

 

 

1

NAME OF REPORTING PERSON

Outerbridge Capital Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

3,756,991*

PERSON WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,989,249*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,756,991*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%

14

TYPE OF REPORTING PERSON

OO, IA

  

* Includes 1,270,000 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

 

 

1

NAME OF REPORTING PERSON

Outerbridge Partners, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

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

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

704,104*

PERSON WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

704,104*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,104*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.9%

14

TYPE OF REPORTING PERSON

PN

  

* Includes 590,000 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

 

 

1

NAME OF REPORTING PERSON

Outerbridge Special Opportunities Fund II, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

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

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

141,000

PERSON WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

141,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

141,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

Outerbridge Partners GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

704,104*

PERSON WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

704,104*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

704,104*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.9%

14

TYPE OF REPORTING PERSON

OO

  

* Includes 590,000 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

 

 

1

NAME OF REPORTING PERSON

Outerbridge Special Opportunities GP II, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

141,000

PERSON WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

141,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

141,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

  

 

1

NAME OF REPORTING PERSON

Rory Wallace

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

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 of America

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

3,756,991*

PERSON WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,756,991*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,756,991*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%

14

TYPE OF REPORTING PERSON

IN

  

* Includes 1,270,000 Ordinary Shares underlying certain call options currently exercisable as described in more detail in Item 6.

 

 

	1		NAME OF REPORTING PERSON
				QVT Family Office Fund LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				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
				Cayman Islands
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							767,742
PERSON WITH				9		SOLE DISPOSITIVE POWER
							0
				10		SHARED DISPOSITIVE POWER
							767,742
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				767,742
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.1%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				QVT Associates GP LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							767,742
PERSON WITH				9		SOLE DISPOSITIVE POWER
							0
				10		SHARED DISPOSITIVE POWER
							767,742
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				767,742
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.1%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				QVT Financial LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							767,742
PERSON WITH				9		SOLE DISPOSITIVE POWER
							0
				10		SHARED DISPOSITIVE POWER
							767,742
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				767,742
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.1%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				QVT Financial GP LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							767,742
PERSON WITH				9		SOLE DISPOSITIVE POWER
							0
				10		SHARED DISPOSITIVE POWER
							767,742
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				767,742
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.1%
	14		TYPE OF REPORTING PERSON
				OO

  

 

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

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

 

The Ordinary Shares beneficially owned by each of the Reporting Persons 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.

 

The aggregate purchase price of the 114,104 Ordinary Shares owned directly by Outerbridge Partners is approximately $1,364,498, excluding brokerage commissions. The aggregate purchase price of the call options referencing 590,000 Ordinary Shares held by Outerbridge Partners that are currently exercisable is approximately $191,516, excluding brokerage commissions. The aggregate purchase price of the 141,000 Ordinary Shares owned directly by Outerbridge SOF II is approximately $2,308,962, excluding brokerage commissions. The aggregate purchase price of the 767,742 Ordinary Shares owned directly by QVT Fund is approximately $12,728,096, excluding brokerage commissions. The aggregate purchase price of the 1,464,145 Ordinary Shares held in the Accounts, which Outerbridge Capital may be deemed to beneficially own, is approximately $17,857,699, excluding brokerage commissions. The aggregate purchase price of the call options referencing 680,000 Ordinary Shares held by the Accounts that are currently exercisable, which Outerbridge Capital may be deemed to beneficially own, is approximately $320,452, excluding brokerage commissions.

 

Item 5.

Interest in Securities of the Issuer.

 

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

 

The aggregate percentage of Ordinary Shares reported owned by each person named herein is based upon 36,405,729 Ordinary Shares outstanding as of October 25, 2021, which is the total number of Ordinary Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC on November 2, 2021.

 

A.

Outerbridge Partners

 

(a)

As of the close of business on February 10, 2022, Outerbridge Partners beneficially owned directly 704,104 Ordinary Shares, including 590,000 Ordinary Shares underlying certain call options that are currently exercisable.

 

Percentage: Approximately 1.9%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 704,104 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 704,104

 

 

(c)

The transactions in the securities of the Issuer by Outerbridge Partners during the past sixty days are set forth on Schedule B and incorporated herein by reference.

 

B.

Outerbridge SOF II

 

(a)

As of the close of business on February 10, 2022, Outerbridge SOF II beneficially owned directly 141,000 Ordinary Shares.

 

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 141,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 141,000

 

(c)

Outerbridge SOF II has not entered into any transactions in the securities of the Issuer during the past sixty days.

 

C.

Outerbridge GP

 

(a)

As the general partner of Outerbridge Partners, Outerbridge GP may be deemed the beneficial owner of the 704,104 Ordinary Shares beneficially owned directly by Outerbridge Partners.

 

Percentage: Approximately 1.9%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 704,104 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 704,104

 

(c)

Outerbridge GP has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of Outerbridge Partners during the past sixty days are set forth on Schedule B and incorporated herein by reference.

 

D.

Outerbridge GP II

 

(a)

As the general partner of Outerbridge SOF II, Outerbridge GP II may be deemed the beneficial owner of the 141,000 Ordinary Shares beneficially owned directly by Outerbridge SOF II.

 

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 141,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 141,000

 

 

(c)

Outerbridge GP II has not entered into any transactions in the securities of the Issuer during the past sixty days.

 

E.

Outerbridge Capital

 

(a)

As the investment manager of each of Outerbridge Partners, Outerbridge SOF II and the Accounts, Outerbridge Capital may be deemed the beneficial owner of the (i) 704,104 Ordinary Shares beneficially owned directly by Outerbridge Partners, (ii) 141,000 Ordinary Shares beneficially owned directly by Outerbridge SOF II, and (iii) 2,144,145 Ordinary Shares held in the Accounts, including 680,000 Ordinary Shares underlying certain call options that are currently exercisable. In addition, Outerbridge Capital may be deemed to beneficially own the 767,742 Ordinary Shares beneficially owned directly by QVT Fund pursuant to the QVT Voting Agreement (as defined in Item 6).

 

Percentage: Approximately 10.3%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,756,991 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,989,249

 

(c)

Outerbridge Capital has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of each of Outerbridge Partners and the Accounts are set forth in Schedule B and are incorporated herein by reference.

 

F.

Rory Wallace

 

(a)

As the managing member of each of Outerbridge Capital, Outerbridge GP and Outerbridge GP II, Mr. Wallace may be deemed the beneficial owner of the (i) 704,104 Ordinary Shares beneficially owned directly by Outerbridge Partners, (ii) 141,000 Ordinary Shares beneficially owned directly by Outerbridge SOF II, (iii) 2,144,145 Ordinary Shares held in the Accounts, including 680,000 Ordinary Shares underlying certain call options that are currently exercisable and (iv) 767,742 Ordinary Shares beneficially owned directly by QVT Fund.

 

Percentage: Approximately 10.3%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,756,991 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,989,249

 

(c)

Mr. Wallace has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of each of Outerbridge Partners and the Accounts are set forth in Schedule B and are incorporated herein by reference.

 

 

G.

QVT Fund

 

(a)

As of the close of business on February 10, 2022, QVT Fund beneficially owned directly 767,742 Ordinary Shares.

 

Percentage: Approximately 2.1%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 767,742 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 767,742

 

(c)

The transactions in the securities of the Issuer by QVT Fund during the past sixty days are set forth on Schedule B and incorporated herein by reference.

 

H.

QVT Associates GP

 

(a)

As the general partner of QVT Fund, QVT Associates GP may be deemed the beneficial owner of the 767,742 Ordinary Shares beneficially owned directly by QVT Fund.

 

Percentage: Approximately 2.1%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 767,742 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 767,742

 

(c)

QVT Associates GP has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of QVT Fund during the past sixty days are set forth on Schedule B and incorporated herein by reference.

 

I.

QVT Financial

 

(a)

As the investment manager of QVT Fund, QVT Financial may be deemed the beneficial owner of the 767,742 Ordinary Shares beneficially owned directly by QVT Fund.

 

Percentage: Approximately 2.1%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 767,742 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 767,742

 

(c)

QVT Financial has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of QVT Fund during the past sixty days are set forth on Schedule B and incorporated herein by reference.

 

 

J.

QVT Financial GP

 

(a)

As the general partner of QVT Financial, QVT Financial GP may be deemed the beneficial owner of the 767,742 Ordinary Shares beneficially owned directly by QVT Fund.

 

Percentage: Approximately 2.1%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 767,742 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 767,742

 

(c)

QVT Financial has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of QVT Fund during the past sixty days are set forth on Schedule B and incorporated herein by reference.

 

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 that 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.

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

 

Item 6 is hereby amended to add the following:

 

As previously disclosed, Outerbridge Partners had purchased certain American-style call options referencing an aggregate of 250,000 Ordinary Shares, which had a strike price of $17.50 per Ordinary Share and had an expiration date of November 19, 2021. These call options expired worthless pursuant to their terms. Accordingly, Outerbridge Partners no longer have any exposure to such options.

 

Outerbridge Partners purchased certain American-style call options referencing an aggregate of 240,000 Ordinary Shares, which had a strike price of $12.50 per Ordinary Share and had an expiration date of December 17, 2021. These call options expired worthless pursuant to their terms. Accordingly, Outerbridge Partners no longer has any exposure to such options.

 

Outerbridge Partners purchased certain American-style call options referencing an aggregate of 280,000 Ordinary Shares, which had a strike price of $15.00 per Ordinary Share and had an expiration date of January 21, 2022. These call options expired worthless pursuant to their terms. Accordingly, Outerbridge Partners no longer has any exposure to such options.

 

Outerbridge Capital, on behalf of the Accounts, has purchased certain American-style call options referencing an aggregate of 300,000 Ordinary Shares, which are currently exercisable, have a strike price of $10.00 per Ordinary Share and expire on March 18, 2022, as further described on Schedule B hereto.

 

 

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.

 

Date: February 11, 2022

 

	OUTERBRIDGE CAPITAL MANAGEMENT, LLC
	By:	/s/ Rory Wallace
		Name:	Rory Wallace
		Title:	Managing Member

 

	OUTERBRIDGE PARTNERS, LP
	By:	Outerbridge Partners GP, LLC, its general partner
	By:	/s/ Rory Wallace
		Name:	Rory Wallace
		Title:	Managing Member

 

	OUTERBRIDGE SPECIAL OPPORTUNITIES FUND II, LP
	By:	Outerbridge Special Opportunities GP II, LLC, its general partner
	By:	/s/ Rory Wallace
		Name:	Rory Wallace
		Title:	Managing Member

 

	OUTERBRIDGE PARTNERS GP, LLC
	By:	/s/ Rory Wallace
		Name:	Rory Wallace
		Title:	Managing Member

 

	OUTERBRIDGE SPECIAL OPPORTUNITIES GP II, LLC
	By:	/s/ Rory Wallace
		Name:	Rory Wallace
		Title:	Managing Member

 

	/s/ Rory Wallace
	RORY WALLACE

 

 

	QVT FAMILY OFFICE FUND LP
	By:	QVT Associates GP LLC, its general partner
	By:	/s/ Dan Gold
		Name:	Dan Gold
		Title:	Managing Member

 

	By:	/s/ Tracy Fu
		Name:	Tracy Fu
		Title:	Managing Member

 

	QVT ASSOCIATES GP LLC
	By:	/s/ Dan Gold
		Name:	Dan Gold
		Title:	Managing Member

 

	By:	/s/ Tracy Fu
		Name:	Tracy Fu
		Title:	Managing Member

 

	QVT FINANCIAL LP
	By:	QVT Financial GP LLC, its general partner
	By:	/s/ Dan Gold
		Name:	Dan Gold
		Title:	Managing Member

 

	By:	/s/ Tracy Fu
		Name:	Tracy Fu
		Title:	Managing Member

 

	QVT FINANCIAL GP LLC
	By:	/s/ Dan Gold
		Name:	Dan Gold
		Title:	Managing Member

 

	By:	/s/ Tracy Fu
		Name:	Tracy Fu
		Title:	Managing Member

 

 

SCHEDULE B

 

Transactions in the Securities of the Issuer During the Past Sixty Days

 

Nature of the Transaction

Amount of Securities Purchased/(Sold)

Price ($)

Date of Purchase/Sale

 

OUTERBRIDGE PARTNERS, LP

 

Purchase of Ordinary Shares	10,000	$11.3080	12/21/2021
Purchase of Ordinary Shares	10,000	$12.0501	12/23/2021

 

OUTERBRIDGE CAPITAL MANAGEMENT LLC

(Through the Accounts)

 

Purchase of Ordinary Shares1	187,314	$9.0801	02/08/2022
Purchase of Ordinary Shares2	164,780	$9.0801	02/08/2022
Purchase of March 18, 2022 Call Options ($10.00 Strike Price)	159,600	$0.5667	02/08/2022
Purchase of March 18, 2022 Call Options ($10.00 Strike Price)	140,400	$0.5667	02/08/2022
Purchase of Ordinary Shares3	77,302	$10.0223	02/09/2022
Purchase of Ordinary Shares4	68,003	$10.0223	02/09/2022
Purchase of Ordinary Shares	80,684	$10.3246	02/10/2022
Purchase of Ordinary Shares	70,977	$10.3246	02/10/2022

 

________________________________

¹ The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.9265 to $9.3499 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this Footnote 1.

² The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.9265 to $9.3499 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this Footnote 2.

³ The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.7181 to $10.0813 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this Footnote 3.

⁴ The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.7181 to $10.0813 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this Footnote 4.