Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
29 Febbraio 2024 - 1:37AM
Edgar (US Regulatory)
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. 1)1
Reservoir Media, Inc.
(Name
of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
76119X105
(CUSIP Number)
IRENIC CAPITAL MANAGEMENT LP
767 Fifth Avenue, 15th Floor
New York, New York 10153
ANDREW FREEDMAN
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 28, 2024
(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).
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1 |
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NAME OF REPORTING PERSON |
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Irenic Capital Management LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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3,992,667 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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3,992,667 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,992,667 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.2% |
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14 |
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TYPE OF REPORTING PERSON |
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PN, IA |
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The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 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 Shares purchased by the
Reporting Person were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business). The aggregate purchase price of the 3,992,667 Shares beneficially owned by the Reporting Person is approximately
$24,088,744, excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) and (c) are hereby
amended and restated to read as follows:
(a) See
rows (11) and (13) of the cover page to this Amendment No. 1 for the aggregate number of Shares and percentage of Shares beneficially
owned by the Reporting Person. The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 64,822,260
Shares outstanding as of February 5, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on February 7, 2024. As of the date hereof, the Reporting Person
beneficially owned 3,992,667 Shares, constituting approximately 6.2% of the Shares outstanding.
(c) The
transactions in the Shares effected by the Reporting Person during the past sixty (60) days, which were all in the open market, are set
forth on Schedule A attached hereto.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: February 28, 2024
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Irenic Capital Management LP |
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By: |
Irenic Capital Management GP LLC, its general partner |
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By: |
/s/ Adam Katz |
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Name: |
Adam Katz |
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Title: |
Managing Member |
SCHEDULE A
Transactions in Securities of the Issuer
During the Past 60 Days
Nature of the Transaction |
Securities
Purchased |
Price Per
Security ($) |
Date of
Purchase/Sale |
IRENIC CAPITAL MANAGEMENT LP
Purchase of Common Stock |
776 |
7.0700 |
01/02/2024 |
Purchase of Common Stock |
1,810 |
7.0700 |
01/02/2024 |
Purchase of Common Stock |
4,500 |
7.0120 |
01/03/2024 |
Purchase of Common Stock |
10,500 |
7.0120 |
01/03/2024 |
Purchase of Common Stock |
4,500 |
6.9966 |
01/03/2024 |
Purchase of Common Stock |
10,500 |
6.9966 |
01/03/2024 |
Purchase of Common Stock |
517 |
6.9200 |
01/03/2024 |
Purchase of Common Stock |
1,205 |
6.9200 |
01/03/2024 |
Purchase of Common Stock |
3,426 |
6.9989 |
01/04/2024 |
Purchase of Common Stock |
7,995 |
6.9989 |
01/04/2024 |
Purchase of Common Stock |
9,000 |
7.0165 |
01/05/2024 |
Purchase of Common Stock |
21,000 |
7.0165 |
01/05/2024 |
Purchase of Common Stock |
562 |
7.0553 |
01/08/2024 |
Purchase of Common Stock |
1,312 |
7.0553 |
01/08/2024 |
Purchase of Common Stock |
1,711 |
7.0298 |
01/12/2024 |
Purchase of Common Stock |
3,993 |
7.0298 |
01/12/2024 |
Purchase of Common Stock |
1,132 |
7.0495 |
01/26/2024 |
Purchase of Common Stock |
2,640 |
7.0495 |
01/26/2024 |
Purchase of Common Stock |
6,591 |
7.0499 |
01/29/2024 |
Purchase of Common Stock |
15,379 |
7.0499 |
01/29/2024 |
Purchase of Common Stock |
14,326 |
7.0500 |
01/30/2024 |
Purchase of Common Stock |
33,429 |
7.0500 |
01/30/2024 |
Purchase of Common Stock |
13,662 |
6.9993 |
01/31/2024 |
Purchase of Common Stock |
31,878 |
6.9993 |
01/31/2024 |
Purchase of Common Stock |
5,692 |
6.8909 |
02/02/2024 |
Purchase of Common Stock |
13,281 |
6.8909 |
02/02/2024 |
Purchase of Common Stock |
3,537 |
6.7556 |
02/05/2024 |
Purchase of Common Stock |
8,252 |
6.7556 |
02/05/2024 |
Purchase of Common Stock |
25,691 |
6.1165 |
02/08/2024 |
Purchase of Common Stock |
59,946 |
6.1165 |
02/08/2024 |
Purchase of Common Stock |
244 |
6.1980 |
02/09/2024 |
Purchase of Common Stock |
568 |
6.1980 |
02/09/2024 |
Purchase of Common Stock |
5,978 |
6.7340 |
02/12/2024 |
Purchase of Common Stock |
13,950 |
6.7340 |
02/12/2024 |
Purchase of Common Stock |
16,720 |
6.5776 |
02/13/2024 |
Purchase of Common Stock |
32,457 |
6.5776 |
02/13/2024 |
Purchase of Common Stock |
1,957 |
6.6877 |
02/14/2024 |
Purchase of Common Stock |
4,568 |
6.6877 |
02/14/2024 |
Purchase of Common Stock |
2,384 |
6.7712 |
02/15/2024 |
Purchase of Common Stock |
5,562 |
6.7712 |
02/15/2024 |
Purchase of Common Stock |
526 |
6.8810 |
02/16/2024 |
Purchase of Common Stock |
1,228 |
6.8810 |
02/16/2024 |
Purchase of Common Stock |
3,312 |
6.9845 |
02/20/2024 |
Purchase of Common Stock |
7,727 |
6.9845 |
02/20/2024 |
Purchase of Common Stock |
601 |
6.9985 |
02/21/2024 |
Purchase of Common Stock |
1,402 |
6.9985 |
02/21/2024 |
Purchase of Common Stock |
1,126 |
6.9903 |
02/22/2024 |
Purchase of Common Stock |
2,629 |
6.9903 |
02/22/2024 |
Purchase of Common Stock |
9,215 |
7.0882 |
02/23/2024 |
Purchase of Common Stock |
21,503 |
7.0882 |
02/23/2024 |
Purchase of Common Stock |
16,623 |
7.0867 |
02/26/2024 |
Purchase of Common Stock |
38,787 |
7.0867 |
02/26/2024 |
Purchase of Common Stock |
60 |
7.0950 |
02/27/2024 |
Purchase of Common Stock |
140 |
7.0950 |
02/27/2024 |
Purchase of Common Stock |
7,247 |
7.0996 |
02/28/2024 |
Purchase of Common Stock |
16,909 |
7.0996 |
02/28/2024 |
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