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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subscription Rights (right to buy) (1) | (1) | 08/13/2021(2) | M | 4,000 | 07/22/2021 | 08/13/2021 | 7.00% Senior Subordinated Convertible Notes due 2031 | $ 100,000 | $ 0 | 0 | D | ||||
| 7.00% Senior Subordinated Convertible Notes due 2031 | $ 6.25 (3) | 08/19/2021(5) | P | $ 100,000 | 08/19/2021(5) | 12/31/2031 | Common Stock | 16,000 (3) (4) | $ 100,000 | $ 100,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Campbell Kerry G. 2529 VIRGINIA BEACH BLVD. VIRGINIA BEACH, VA 23452 |
X | |||
| /s/ Kerry Campbell | 08/20/2021 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents the Reporting Person's pro rata exercise of non-transferable subscription rights in the Issuer's rights offering (the "Rights Offering") for the purchase of up to $30 million in aggregate principal amount of the Issuer's 7.00% senior subordinated convertible notes due 2031 (the "Notes"). Pursuant to the Rights Offering, the Issuer distributed to holders of its common stock, as of 5:00 p.m. New York City time on June 1, 2021 (the "Record Date"), non-transferable subscription rights to purchase Notes. Each holder of the Issuer's common stock as of the Record Date received one right for each eight shares of the Issuer's common stock owned, and each right entitled a holder to purchase $25.00 principal amount of Notes. |
| (2) | The Rights Offering expired at 5:00 p.m. New York City time on August 13, 2021. |
| (3) | The Notes are convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of the Issuer's common stock at a conversion price of $6.25 per share (the "Conversion Price") (4 common shares for each $25.00 of principal amount of the Notes being converted); provided, however, that if at any time after September 21, 2023 holders of the Issuer's 8.75% Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") have elected to cause the Issuer to redeem (payable in cash or stock) at least 100,000 shares of Series D Preferred Stock in the aggregate, then the Conversion Price shall be adjusted to the lower of (i) a 45% discount to the Conversion Price and (ii) a 45% discount to the lowest price at which any holder of Series D Preferred Stock had its Series D Stock redeemed into shares of the Issuer's Common Stock. |
| (4) | Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's 9% Series B Preferred Stock (the "Series B Preferred Stock") or in shares of Series D Preferred Stock, in each case as set forth in the Notes. The Series B Preferred Stock and Series D Preferred Stock are both convertible into shares of the Issuer's Common Stock at the option of the holder thereof at any time. The Notes bear interest at the rate of 7% per annum. The number of shares indicated in the Table is based on the outstanding principal amount of the Notes held as of August 13, 2021, and assumes that the Issuer will later pay all interest thereon in cash. |
| (5) | The Notes subscribed for in the Rights Offering were delivered through the clearing systems of the Depository Trust Company and such delivery was completed on August 19, 2021. |