UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
n/a
)*
Fluidigm Corporation
(Name of
Issuer)
Common
(Title of
Class of Securities)
34385P108
(CUSIP
Number)
William Braverman ESQ,
Neuberger Berman Group LLC
1290 Avenue of the Americas
New York,
NY
10104
Phone : 212-476-9035
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 18, 2021
(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.
x
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.
* 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).
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Group LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
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
| ||||
3,512,589 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
4,336,103 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
4,336,103 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| x | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
5.67%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Investment Advisers Holdings LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
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
| ||||
3,459,561 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
4,283,075 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
4,283,075 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
5.60%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Investment Advisers LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
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
| ||||
3,459,561 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
4,283,075 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
4,283,075 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
5.60%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IA | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Canada Holdings LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
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
| ||||
53,028 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
53,028 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
53,028 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.07%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
NB Acquisitionco ULC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
British Columbia, Canada | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
53,028 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
53,028 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
53,028 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.07%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Neuberger Berman Canada ULC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
British Columbia, Canada | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
53,028 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
53,028 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
53,028 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.07%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IA | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Benjamin Nahum | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States of America | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
350,000 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
350,000 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
350,000 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.46%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
N/A | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Amit Solomon | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States of America | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
9,260 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
9,260 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
9,260 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.01%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
N/A | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Rand Gesing | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States of America | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
55,000 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
55,000 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
55,000 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.07%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
N/A | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Pong Chan | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States of America | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
2,000 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
2,000 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2,000 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
.003%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
N/A | |||||
Item 1. | Security and Issuer |
The class of equity securities to which this statement on Schedule 13D relates is the common stock (the “Securities”) of Fluidigm Corp., a California corporation (the “Issuer”), having its principal place of business at 2 Tower Place, Suite 2000 South San Francisco, CA, 94080. |
Item 2. | Identity and Background |
(a) | This statement is being filed by the following persons: Neuberger Berman Group LLC (“NB Group”), Neuberger Berman Investment Advisers Holdings LLC (“NBIA Holdings”), Neuberger Berman Investment Advisers LLC (“NBIA”), Neuberger Berman Canada Holdings LLC (“NBCH”), NB Acquisitionco ULC (“NBAU”), Neuberger Berman Canada ULC (“NBCU”), Benjamin Nahum, Amit Solomon, Rand Gesing, and Pong Chan (NB Group, NBIA Holdings, NBIA, NBCH, NBAU, NBCU, Mr. Nahum, Mr. Solomon, Mr. Gesing, and Mr. Chan collectively the “Reporting Persons”). NBCH, NBAU, NBCU are included in this filing due to the common ownership with NBIA. |
(b) | The business address for each of the Reporting Persons (except NBAU and NBCU) is 1290 Avenue of Americas, New York, New York 10104. The business address for NBAU and NBCU is 2 Bloor St East, Toronto, Ontario M4W 1A8, Canada. The business address for NBIA with respect to the matters relating to the Issuer and its Securities is 1290 Avenue of Americas, New York, NY 10104. The business address for NBCU with respect to the matters relating to the Issuer and its Securities is 2 Bloor St East, Toronto, Ontario M4W 1A8, Canada. |
(c) | Each of NB Group, NBIA Holdings, NBIA, and NBCH is a Delaware limited liability company. NBAU and NBCU are each registered in British Columbia as an Unlimited Liability Company.
Each of Mr. Nahum and Mr. Solomon is a portfolio manager and managing director of NBIA. Each of Mr. Gesing and Mr. Chan are analysts on the portfolio team of Mr. Nahum and Mr. Solomon. NB Group is the parent company of multiple subsidiaries engaged in the investment advisory business. NBIA Holdings is a subsidiary of NB Group and the holding company of NBIA, and certain other subsidiaries engaged in the investment advisory business. NBIA, is an investment adviser registered under the Investment Advisers Act of 1940 as amended (the “Advisers Act”). As a registered investment adviser (“RIA”), NBIA provides investment advisory services to institutions, endowments, employee benefit plans, foundations, private funds, offshore public funds (collectively, “Institutions”) and investment companies registered under the Investment Company Act of 1940, as amended (“Mutual Funds”). As an RIA, NBIA provides discretionary investment advisory services to private investors. NBIA may be deemed to beneficially own the Securities in their various fiduciary capacities by virtue of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934 as amended ("Exchange Act"). This report is not an admission that any of the Neuberger Berman entities is the beneficial owner of the Securities and each of Neuberger Berman Group, NBIA Holdings, and NBIA and certain affiliated persons disclaim beneficial ownership of the Securities held by them in their fiduciary capacity and covered by this statement pursuant to Exchange Act Rule 13d-4. The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below. NBCH is a subsidiary of NB Group and the holding company of NBAU. NBAU is a holding company of NBCU. NBCU is an investment adviser registered under the Advisers Act. As an RIA, NBCU provides discretionary investment advisory services to its clients. NBCU may be deemed to beneficially own the Securities in its various fiduciary capacities by virtue of the provisions of Rule 13d-3 under the Exchange Act. This report is not an admission that any of the Neuberger Berman entities is the beneficial owner of the Securities and each of Neuberger Berman Group, NBCH, NBAU, NBCU and certain affiliated persons disclaim beneficial ownership of the Securities held by them in their fiduciary capacity and covered by this statement pursuant to Exchange Act Rule 13d-4. The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below. Neuberger Berman Group LLC Directors Joseph Amato Sharon Bowen Robert D’Alelio Michele Docharty Steven Kandarian George Walker Richard Worley Executive Officers George Walker, Chief Executive Officer Joseph Amato, President Andrew Komaroff, Executive Vice President and Chief Operating Officer Heather Zuckerman, Executive Vice President, Chief of Staff and Secretary William Arnold, Executive Vice President and Chief Financial Officer Michael Chinni, Treasurer Leo Anthony Viola, Controller Neuberger Berman Investment Advisers LLC Directors Joseph Amato Kenneth deRegt Vanessa Rosenthal Bradley Tank Stephen Wright Executive Officers Joseph Amato, President –Equities and Chief Investment Officer – Equities Bradley Tank, President- Fixed Income and Chief Investment Officer – Fixed Income Lawrence Kohn, Chief Operating Officer –Private Asset Management and Managing Director Kenneth deRegt, Chief Operating Officer – Fixed Income and Managing Director Patrick Deaton – Chief Operating Officer – NBAIM and Managing Director Vanessa Rosenthal – Chief Operating Officer – Institutional Equity and Multi-Asset Brian Kerrane, Head of Mutual Fund Administration and Managing Director Brad Cetron, Chief Compliance Officer, Head of Compliance and Managing Director Michael Chinni, Treasurer and Senior Vice President Leo Anthony Viola, Controller and Senior Vice President Savonne Ferguson, Chief Compliance Officer – Mutual Funds and Senior Vice President Leo Anthony Viola, Treasurer and Senior Vice President Savonne Ferguson, Chief Compliance Officer – Mutual Funds and Senior Vice President Neuberger Berman Canada ULC Directors Joseph Amato Heather Zuckerman Ray Carroll Executive Officers Ray Carroll, Chief Executive Officer William Arnold, Chief Financial Officer Leo Anthony Viola, Treasurer Milca Beltre, Head of Tax Linda Sharaby, Secretary Monica Sherer, Assistant Secretary Elvira Decaro, Assistant Secretary Frank Maeba, Managing Director Simon Griffiths, Managing Director Gideon Schapiro, Managing Director Ram Ramaswamy, Managing Director Evgeny Dunaevsky, Senior Vice President Viviana Beltrametti Walker, Senior Vice President and Chief Compliance Officer |
(d) | None of the individuals referenced above have been convicted in a criminal proceeding in the past five years. |
(e) | None of the individuals referenced above have been party to a civil proceeding or a judicial or administrative proceeding or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the past five years. |
(f) | All of the individuals referenced above are citizens of the United States. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
NB Group, through its subsidiary registered investment advisers, NBIA and NBCU, used an aggregate of approximately $18,921,759.81 of funds provided through the accounts of certain investment advisory clients to purchase the Securities reported as beneficially owned in Item 5. Mr. Nahum, Mr. Solomon, Mr. Chan, and Mr. Gesing used approximately $1,592,217, $25,101, $10,265, and $305,537, respectively, of personal funds to purchase the Securities beneficially owned, as set forth in Item 5. Certain of the Securities owned by Mr. Nahum and Mr. Gesing were purchased through a margin account in the ordinary course of business. |
Item 4. |
Purpose
of Transaction
|
NBIA, the registered investment adviser subsidiary of NB Group, purchased the Securities reported herein for investment purposes for the accounts of certain investment advisory clients. Accordingly, NB Group and NBIA previously filed a Schedule 13G with respect to the Securities. Their initial Schedule 13G filing was made on September 8, 2017 and was subsequently amended most recently on February 12, 2021.
Since NBIA’s initial purchase of the Securities, the Reporting Persons have continually reviewed the investment in the Issuer in light of the Issuer’s published financial results and disclosures, developments relating to the Issuer’s business and industry and other factors. In that connection, the Reporting Persons believe that the Issuer has significant potential for growth and share price improvement as a stand-alone publicly traded company. On November 8, 2021, the Issuer announced that its Board of Directors is undertaking a review of various options to maximize stockholder value, including with regard to strategic alternatives, cost and capital structure, and operations and supply chain. In light of this announcement and Reporting Persons’ views regarding the Issuer’s significant potential as a stand-alone publicly traded company, the Reporting Persons intend to become actively engaged with the Issuer and are therefore filing this Schedule 13D, which supersedes the Schedule 13G, as amended, previously filed by NB Group and NBIA. The activities that the Reporting Persons intend to engage in with respect to the Issuer include speaking with members of the Board of Directors and management of the Issuer, other stockholders and third parties regarding the Issuer’s business, the Issuer’s Board of Director’s review of alternatives, its capital raising alternatives and its corporate governance to gather information and share the Reporting Persons’ views on options potentially available to the Issuer and its Board of Directors to maximize stockholder value. In that connection, the Reporting Persons may formulate plans or proposals with respect to the Issuer, its capital needs and its corporate governance, including plans or proposals relating to potential capital raising transactions (including transactions potentially involving the Reporting Persons and other stockholders of the Issuer), and other matters referred to in items (a) through (j) of Item 4 of Schedule 13D, either alone or with others, at any time. In addition, the Reporting Persons may acquire additional securities of the Issuer or may determine to sell, or otherwise dispose of, all or some of the securities of the Issuer presently beneficially owned by the Reporting Persons, in the open market or in private transactions. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices for the Securities, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decisions. |
(a) | See above |
(b) | See above |
(c) | See above |
(d) | See above |
(e) | See above |
(f) | See above |
(g) | See above |
(h) | See above |
(i) | See above |
(j) | See above |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The aggregate number of Securities to which this Schedule 13D relates is 4,336,103 shares, representing 5.67% of the 76,485,632 common shares, as reported outstanding on November 8, 2021 in the Issuer’s most recent Form 10-Q for the fiscal quarter ended September 30, 2021. The Reporting Persons beneficially own the Securities as follows:
Common Shares / Percentage of Common Shares Outstanding NBIA 4,283,075 / 5.60% NBCU 53,028/ 0.07% Ben Nahum 350,000 / .46% Amit Solomon 9,260 / .01% Rand Gesing 55,000 / .07% Pong Chan 2000 / .003% Due to NB Group’s and NBIA Holdings’ indirect and direct ownership of NBIA, each of NB Group and NBIA Holdings is deemed to beneficially own the Securities beneficially owned by NBIA. Due to NB Group's, NBCH's and NBAU’s indirect and direct ownership of NBCU, each of NB Group, NBCH, and NBAU is deemed to beneficially own the Securities beneficially owned by NBCU. |
(b) | NBIA has been granted discretionary voting and dispositive power with respect to 3,459,561 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NBIA shares voting and dispositive power with its clients in whose accounts the Securities are held. In addition, NBIA has been granted discretionary dispositive power, but not voting power, with respect to the remaining 823,514 of the Securities reported herein as beneficially owned by it. NBIA shares only dispositive power with the clients in whose accounts such Securities are held.
NBCU has been granted discretionary voting and dispositive power with respect to 53,028 of the Securities reported herein as being beneficially owned by it, and with respect to such Securities, NBCU shares voting and dispositive power with its clients in whose accounts the Securities are held. |
(c) | The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market.
See Exhibit 2. |
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Item 7. |
Material
to Be Filed as Exhibits
|
The Joint Filing Agreement is attached hereto as Exhibit 1.
List of Trades transacted in the Issuer’s Securities in the past sixty days in response to Item 5.c is attached hereto as Exhibit 2. |
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.
Neuberger Berman Group LLC | |||
November 18, 2021 | By: |
/s/
Joseph Amato | |
President | |||
Neuberger Berman Investment Advisers LLC | |||
November 18, 2021 | By: |
/s/
Joseph Amato | |
President - Equities | |||
Neuberger Berman Investment Advisers Holdings LLC | |||
November 18, 2021 | By: |
/s/
Andrew Komaroff | |
President | |||
Neuberger Berman Canada Holdings LLC | |||
November 18, 2021 | By: |
/s/
Ray Carroll | |
Chief Executive Officer | |||
NB Acquisitionco ULC | |||
November 18, 2021 | By: |
/s/
Ray Carroll | |
Chief Executive Officer | |||
Neuberger Berman Canada ULC | |||
November 18, 2021 | By: |
/s/
Ray Carroll | |
Chief Executive Officer | |||
Neuberger Berman Group LLC | |||
November 18, 2021 | By: |
/s/
Benjamin Nahum | |
Managing Director | |||
Neuberger Berman Group LLC | |||
November 18, 2021 | By: |
/s/
Amit Solomon | |
Managing Director | |||
Neuberger Berman Group LLC | |||
November 18, 2021 | By: |
/s/
Rand Gesing | |
Senior Vice President | |||
Neuberger Berman Group LLC | |||
November 18, 2021 | By: |
/s/
Pong Chan | |
Senior Vice President | |||
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that the Schedule 13D filed
herewith is filed jointly. This Agreement may be executed in any number of counterparts all of which when taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 18th day of November 2021.
Neuberger Berman Group LLC
/s/Joseph Amato
By: Joseph Amato
President
Neuberger Berman Investment Advisers LLC
/s/Joseph Amato
By: Joseph Amato
President - Equities
Neuberger Berman Investment Advisers Holdings LLC
/s/Andrew Komaroff
By: Andrew Komaroff
President
Neuberger Berman Canada Holdings LLC
/s/Ray Carroll
By: Ray Carroll
Chief Executive Officer
NB Acquisitionco ULC
/s/Ray Carroll
By: Ray Carroll
Chief Executive Officer
Neuberger Berman Canada ULC
/s/Ray Carroll
By: Ray Carroll
Chief Executive Officer
/s/Benjamin Nahum
Benjamin Nahum
/s/Amit Solomon
Amit Solomon
/s/Rand Gesing
Rand Gesing
/s/Pong Chan
Pong Chan
Exhibit 2
Schedule I
Information with respect to transactions effected during the past sixty days or since the most recent filing on Schedule 13D (Unless noted otherwise, all
transactions were effected on the New York Stock Exchange)
|
Neuberger Berman Group LLC
|
Date
|
Buys/Sell
|
Units Quantity
|
Average Price
|
|
|
9/17/2021
|
Buy
|
7383
|
6.91
|
|
|
9/17/2021
|
Sell
|
6412
|
6.89
|
|
|
9/20/2021
|
Buy
|
5671
|
6.46
|
|
|
9/20/2021
|
Sell
|
18
|
6.58
|
|
|
9/21/2021
|
Buy
|
1576
|
6.53
|
|
|
9/21/2021
|
Sell
|
330
|
6.52
|
|
|
9/22/2021
|
Buy
|
252
|
6.59
|
|
|
9/22/2021
|
Sell
|
2088
|
6.63
|
|
|
9/23/2021
|
Buy
|
107
|
6.72
|
|
|
9/23/2021
|
Sell
|
18
|
6.76
|
|
|
9/24/2021
|
Buy
|
307
|
6.64
|
|
|
9/24/2021
|
Sell
|
502
|
6.76
|
|
|
9/27/2021
|
Buy
|
1363
|
6.63
|
|
|
9/27/2021
|
Sell
|
25
|
6.57
|
|
9/28/2021
|
Buy
|
122
|
6.51
|
|
|
|
9/28/2021
|
Sell
|
150
|
6.58
|
|
|
9/29/2021
|
Buy
|
2850
|
6.50
|
|
|
9/29/2021
|
Sell
|
195
|
6.53
|
|
|
9/30/2021
|
Buy
|
3457
|
6.52
|
|
|
9/30/2021
|
Sell
|
2363
|
6.64
|
|
|
10/1/2021
|
Sell
|
104
|
6.13
|
|
|
10/4/2021
|
Buy
|
11058
|
5.94
|
|
|
10/4/2021
|
Sell
|
1232
|
5.91
|
|
10/5/2021
|
Buy
|
396
|
5.80
|
|
|
10/5/2021
|
Sell
|
618
|
5.67
|
|
|
10/06/2021
|
Buy
|
365
|
5.56
|
|
|
10/06/2021
|
Sell
|
1314
|
5.53
|
|
|
10/07/2021
|
Buy
|
7727
|
5.66
|
|
|
10/07/2021
|
Sell
|
4073
|
5.47
|
|
|
10/08/2021
|
Buy
|
11643
|
5.51
|
|
|
10/08/2021
|
Sell
|
105
|
5.37
|
|
|
10/11/2021
|
Buy
|
8741
|
5.44
|
|
|
10/11/2021
|
Sell
|
449
|
5.42
|
|
|
10/12/2021
|
Buy
|
419
|
5.37
|
|
|
10/12/2021
|
Sell
|
46
|
5.36
|
|
|
10/13/2021
|
Buy
|
691
|
5.35
|
|
|
10/14/2021
|
Buy
|
11071
|
5.38
|
|
|
10/14/2021
|
Sell
|
830
|
5.47
|
|
|
10/15/2021
|
Buy
|
9437
|
5.25
|
|
|
10/18/2021
|
Buy
|
7091
|
5.32
|
|
|
10/18/2021
|
Sell
|
293
|
5.29
|
|
|
10/19/2021
|
Buy
|
98
|
5.39
|
|
|
10/19/2021
|
Sell
|
40
|
5.37
|
|
|
10/20/2021
|
Sell
|
53
|
5.37
|
|
|
10/21/2021
|
Buy
|
496
|
5.27
|
|
|
10/22/2021
|
Buy
|
742
|
5.12
|
|
|
10/22/2021
|
Sell
|
66
|
5.10
|
|
|
10/25/2021
|
Buy
|
484
|
5.08
|
|
|
10/25/2021
|
Sell
|
1349
|
5.08
|
|
|
10/26/2021
|
Buy
|
162
|
5.11
|
|
|
10/26/2021
|
Sell
|
1194
|
5.13
|
|
|
10/27/2021
|
Buy
|
514
|
5.05
|
|
|
10/27/2021
|
Sell
|
527
|
4.95
|
|
|
10/28/2021
|
Buy
|
238
|
5.02
|
|
|
10/28/2021
|
Sell
|
514
|
4.96
|
|
|
10/29/2021
|
Buy
|
1399
|
5.13
|
|
|
10/29/2021
|
Sell
|
1349
|
5.11
|
|
|
11/1/2021
|
Buy
|
7695
|
5.18
|
|
|
11/2/2021
|
Buy
|
13184
|
5.00
|
|
|
11/2/2021
|
Sell
|
72
|
5.00
|
|
|
11/3/2021
|
Buy
|
393
|
5.06
|
|
|
11/3/2021
|
Sell
|
7686
|
5.07
|
|
|
11/4/2021
|
Buy
|
105
|
5.13
|
|
|
11/4/2021
|
Sell
|
568
|
5.07
|
|
|
11/5/2021
|
Sell
|
81
|
4.79
|
|
|
11/8/2021
|
Buy
|
15
|
4.96
|
|
|
11/8/2021
|
Sell
|
317
|
4.95
|
|
|
11/9/2021
|
Sell
|
1685
|
4.51
|
|
|
11/10/2021
|
Buy
|
398
|
4.73
|
|
|
11/10/2021
|
Sell
|
58
|
4.75
|
|
|
11/11/2021
|
Buy
|
204
|
4.81
|
|
|
11/11/2021
|
Sell
|
121
|
4.73
|
|
|
11/12/2021
|
Sell
|
141
|
4.85
|
|
|
11/15/2021
|
Buy
|
298
|
4.72
|
|
|
11/15/2021
|
Sell
|
126
|
4.72
|
|
|
11/16/2021
|
Buy
|
756
|
4.90
|
|
|
11/16/2021
|
Sell
|
2540
|
4.84
|
|
|
11/17/2021
|
Sell
|
768
|
4.76
|
|