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CUSIP No. G8827U100

Page 4 of 12 Pages

 

 

1.	Names of Reporting Persons.   PINE BROOK ROAD ADVISORS, LP
2.	Check the Appropriate Box if a Member of a Group   (a) [  ] (b) [  ]
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	0
		6.	Shared Voting Power	12,656,184*
		7.	Sole Dispositive Power	0
		8.	Shared Dispositive Power	12,656,184*
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   12,656,184*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   [  ]
11.	Percent of Class Represented by Amount in Row (9)   11.8%
12.	Type of Reporting Person:   PN

 

*This amount includes 1,156,184 Shares obtainable upon exercise of warrants.

 

 

This Item 3 is not applicable.

Item 4(b)

Percent of Class:

 

As of December 31, 2016, each of the Reporting Persons may be deemed the beneficial owner of approximately 11.8% of Shares outstanding.  (The beneficial ownership percentage calculation is based on the sum of (i) 106,383,928 Shares outstanding as of November 2, 2016, as reported by the Issuer in its quarterly report on Form 10-Q, filed on November 4, 2016, and (ii) 1,156,184 Shares that each Reporting Person has the right to acquire upon exercise of warrants, which have been added to the Shares outstanding pursuant to Rule 13d-3(d) under the Act.)

 

February 14, 2017

 

	PINE BROOK LVR, L.P.
	By:	PBRA (CAYMAN) COMPANY, its general partner
	By:	/s/ Robert Jackowitz
		Robert Jackowitz, Director

 

KNOW ALL MEN BY THESE PRESENT, that I, Howard H. Newman, hereby make, constitute and appoint Robert Jackowitz, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as sole member and Chief Executive Officer of PBRA LLC, a Delaware single-member limited liability company, and each of the affiliates or entities advised or controlled by me or PBRA LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including, without limitation, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of this attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 15th day of January 2015.