SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. 1)*
Vaccinex, Inc.
(Name of Issuer)
Common Stock, Par Value $0.0001 per share
(Title of Class of Securities)
918640 103
(CUSIP Number)
July 30, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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Rule 13d-1(d)
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*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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO.
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918640 103
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1
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NAMES OF REPORTING PERSONS
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MSD Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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1,225,490
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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1,225,490
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,225,490
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.25%1
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP NO.
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918640 103
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1
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NAMES OF REPORTING PERSONS
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MSD Credit Opportunity Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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-0-
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SHARED VOTING POWER
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1,225,490
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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1,225,490
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,225,490
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.25%1
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13G is being filed by the Reporting Persons identified below to amend the Schedule 13G originally filed on August 9, 2019.
This amendment is being filed to correct the number of shares of Common Stock reported as beneficially owned by the Reporting Persons.
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Item 1(a)
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Name of Issuer:
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The name of the issuer is Vaccinex, Inc. (the “Company”).
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Item 1(b)
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Address of Issuer's Principal Executive Offices:
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The Company's principal executive office is located at 1895 Mount Hope Avenue, Rochester, New York 14620.
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Item 2(a)
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Name of Person Filing:
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This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. (“MSD Partners”) and MSD Credit Opportunity Master
Fund, L.P. (“MSD Credit Opportunity Master Fund”). MSD Credit Opportunity Master Fund is the direct owner of the securities covered by this statement.
MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by MSD Credit
Opportunity Master Fund, L.P. MSD Partners (GP), LLC (“MSD GP”) is the general partner
of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Each of Glenn R. Fuhrman, John Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned
by, MSD GP.
The Reporting Persons have entered into a Joint Filing Agreement, dated August 15, 2019, a copy of which is filed with this
Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the
Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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The address of the principal business office of MSD Partners is 645 Fifth Avenue, 21st Floor, New York, New York 10022.
The address of the principal business office of MSD Credit Opportunity Master Fund, L.P. is c/o Maples Corporate Services
Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
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| Item 2(c) | Citizenship: |
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MSD Partners is organized as a limited partnership under the laws of the State of Delaware.
MSD Credit Opportunity Master Fund, L.P. is a limited partnership organized under the laws of the Cayman Islands.
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Item 2(d)
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Title of Class of Securities:
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Common Stock, par value $0.0001 per share
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Item 2(e)
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CUSIP No.:
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918640 103
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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Not applicable.
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Item 4
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Ownership:
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A.
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MSD Partners, L.P.
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(a)
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Amount beneficially owned: 1,225,490
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(b)
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Percent of class: 8.25%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 1,225,490
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 1,225,490
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B.
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MSD Credit Opportunity Master Fund, L.P.
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(a)
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Amount beneficially owned: 1,225,490
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(b)
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Percent of class: 8.25%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 1,225,490
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 1,225,490
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C.
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MSD Partners (GP), LLC
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(a)
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Amount beneficially owned: 1,225,490
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(b)
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Percent of class: 8.25%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 1,225,490
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 1,225,490
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D.
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Glenn R. Fuhrman
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(a)
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Amount beneficially owned: 1,225,490
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(b)
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Percent of class: 8.25%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 1,225,490
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 1,225,490
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E.
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John C. Phelan
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(a)
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Amount beneficially owned: 1,225,490
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(b)
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Percent of class: 8.25%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 1,225,490
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 1,225,490
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F.
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Marc. R. Lisker
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(a)
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Amount beneficially owned: 1,225,490
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(b)
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Percent of class: 8.25%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 1,225,490
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 1,225,490
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person:
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9
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Notice of Dissolution of Group:
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Not applicable.
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Item 10
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Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §240.14a-11.
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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: August 15, 2019
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MSD Partners, L.P.
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD Credit Opportunity Master Fund, L.P.
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By:
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MSD Partners, L.P.
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Its:
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Investment Adviser
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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Title:
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Manager
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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EXHIBIT INDEX
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Exhibit
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Description of Exhibit
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Exhibit 99.1
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Joint Filing Agreement dated August 15, 2019
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Exhibit 99.1
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such
Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for
the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
Date: August 15, 2019
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MSD Partners, L.P.
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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MSD Credit Opportunity Master Fund, L.P.
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By:
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MSD Partners, L.P.
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Its:
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Investment Adviser
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By:
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MSD Partners (GP), LLC
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Its:
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General Partner
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Title:
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Manager
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By:
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/s/ Marc R. Lisker
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Name:
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Marc R. Lisker
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Title:
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Manager
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