1.
|
NAMES OF REPORTING PERSONS
|
Luxor Capital Partners, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
4,277,264 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
4,277,264 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,277,264 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
9.15%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
(1)
|
Includes 2,940,740 Shares (as defined below) and 1,336,524 Shares issuable upon conversion of the Convertible Notes (as defined
below).
|
1.
|
NAMES OF REPORTING PERSONS
|
Luxor Wavefront, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
2,037,363 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
2,037,363 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,037,363 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.46%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
(1)
|
Includes 1,744,348 Shares and 293,015 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Luxor Capital Partners Offshore Master Fund, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
3,176,791 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
3,176,791 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,176,791 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
6.87%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
(1)
|
Includes 2,313,657 Shares and 863,134 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Luxor Capital Partners Offshore, Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
3,176,791 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
3,176,791 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,176,791 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
6.87%
|
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
(1)
|
Includes 2,313,657 Shares and 863,134 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Lugard Road Capital Master Fund, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
1,416,205(1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,416,205 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,416,205 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
3.11%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
(1)
|
Includes 1,274,109 Shares and 142,096 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
LCG Holdings, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
9,491,418 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
9,491,418 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
9,491,418 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
19.82%
|
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
(1)
|
Includes 6,998,745 Shares and 2,492,673 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Lugard Road Capital GP, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
1,416,205 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,416,205 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,416,205 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
3.11%
|
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
(1)
|
Includes 1,274,109 Shares and 142,096 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Luxor Capital Group, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
10,907,623 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
10,907,623 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10,907,623 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
22.71%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
(1)
|
Includes 8,272,854 Shares and 2,634,769 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Luxor Management, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
10,907,623 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
10,907,623 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10,907,623 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
22.71%
|
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
(1)
|
Includes 8,272,854 Shares and 2,634,769 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Jonathan Green
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
1,416,205 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,416,205 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,416,205 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
3.11%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
(1)
|
Includes 1,274,109 Shares and 142,096 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Christian Leone
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
10,907,623 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
10,907,623 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10,907,623 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
22.71%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
(1)
|
Includes 8,272,854 Shares and 2,634,769 Shares
issuable upon conversion of the Convertible Notes.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
(i)
|
$212,674,531 in
connection with the purchase of Shares; and
|
(ii)
|
$130,599,477 in
connection with the purchase of the Convertible Notes.
|
Item 5. |
Interest in Securities of the Issuer.
|
Dated: |
February 7, 2019
|
LUXOR CAPITAL PARTNERS, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim |
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR WAVEFRONT, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUGARD ROAD CAPITAL MASTER FUND, LP
|
|||
By:
|
Lugard Road Capital GP, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
|||
By:
|
Luxor Capital Group, LP
Investment Manager
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL GROUP, LP
|
|||
By:
|
Luxor Management, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LCG HOLDINGS, LLC
|
|||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUGARD ROAD CAPITAL GP, LLC
|
|||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR MANAGEMENT, LLC
|
|||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
/s/ Norris Nissim | |
NORRIS NISSIM, as Agent for Jonathan Green
|
/s/ Norris Nissim | |
NORRIS NISSIM, as Agent for Christian Leone
|
Class of Security
|
Amount of Securities
Purchased/(Sold) |
Price ($)
|
Date of
Transactions |
||||
LUXOR WAVEFRONT, LP
|
|||||||
Class A Common Stock
|
4,041
|
36.4150
|
2/5/2019
|
||||
Class A Common Stock
|
310
|
36.4150
|
2/5/2019
|
||||
Class A Common Stock
|
29,398
|
36.4204
|
2/5/2019
|
||||
Class A Common Stock
|
69,080
|
36.4574
|
2/6/2019
|
||||
Class A Common Stock
|
585,045
|
36.5239
|
2/7/2019
|
||||
Class A Common Stock
|
438,019
|
36.5225
|
2/7/2019
|
||||
LUXOR CAPITAL PARTNERS OFFSHORE
MASTER FUND, LP
|
|||||||
Class A Common Stock
|
11,508
|
36.4150
|
2/5/2019
|
||||
Class A Common Stock
|
883
|
36.4150
|
2/5/2019
|
||||
Class A Common Stock
|
83,726
|
36.4204
|
2/5/2019
|
||||
Class A Common Stock
|
148,080
|
36.4574
|
2/6/2019
|
||||
Class A Common Stock
|
47,757
|
36.5239
|
2/7/2019
|
||||
Class A Common Stock
|
35,755
|
36.5225
|
2/7/2019
|
||||
LUGARD ROAD CAPITAL MASTER FUND, LP
|
|||||||
Class A Common Stock
|
62,651
|
36.4150
|
2/5/2019
|
||||
Class A Common Stock
|
4,807
|
36.4150
|
2/5/2019
|
||||
Class A Common Stock
|
455,808
|
36.4204
|
2/5/2019
|