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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2270 (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 at End of Issuer's Fiscal Year (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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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Eos Capital Partners III L P 437 MADISON AVE NEW YORK, NY 10022 |
 |  X |  |  |
| ECP HELIOS PARTNERS III, L.P. 437 MADISON AVE NEW YORK, NY 10022 |
 |  X |  |  |
| ECP General III, L.P. 437 MADISON AVE NEW YORK, NY 10022 |
 |  X |  |  |
| Eos Partners SBIC III, L.P. 437 MADISON AVE NEW YORK, NY 10022 |
 |  X |  |  |
| EOS CAPITAL PARTNERS III, L.P., ECP HELIOS PARTNERS III, L.P., ECP GENERAL III, L.P., EOS PARTNERS SBIC III, L.P., By: Beth Bernstein, Its: Attorney-in-Fact, /s/ Beth Bernstein | 02/14/2018 | |
| **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) | 2,902,835 shares reported on this line were previously held by Eos Capital Partners III, L.P. ("ECP III"). Of such shares, (i) 993,379 shares were transferred to ECP Helios Partners III, L.P. ("Helios III") in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13; (ii) 884,723 shares were transferred to ECP General III, L.P. ("General III") in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13 and (iii) 1,024,733 shares continue to be held by Eos Capital Partners III, L.P. 833,536 shares reported on this line are held by Eos Partners SBIC III, L.P. ("SBIC III"). |
| (2) | Represents shares of common stock held by ECP III, shares of common stock held by Helios III, shares of common stock held by General III and shares of common stock held by SBIC III. ECP III, LLC is the general partner of General III, the general partner of ECP III and Helios III. Eos General, L.L.C. is the general partner of Eos Partners, L.P., which is the sole member of Eos SBIC General III, L.L.C., the general partner of SBIC III. Because each of these funds are ultimately under common management that shares the power to direct the voting and disposition of the shares, each of these entities may be deemed to share beneficial ownership of the shares owned by the others. Each of these entities disclaims this beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |