UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Mallinckrodt plc |
(Name of Issuer) |
Ordinary shares, par value $0.20 per share |
(Title of Class of Securities) |
G5785G107 |
(CUSIP Number) |
The Buxton Helmsley Group, Inc. 1185 Avenue of the Americas, Floor 3 New York, N.Y. 10036-2600 Tel.: +1 (212) 561-5540 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
October 22, 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 [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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).
CUSIP No. G5785G107 | SCHEDULE 13D | Page 2 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Buxton Helmsley Holdings, Inc. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
WC | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Michigan | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
0 | |||
8 | SHARED VOTING POWER | ||
1,893,476 | |||
9 | SOLE DISPOSITIVE POWER | ||
0 | |||
10 | SHARED DISPOSITIVE POWER | ||
1,893,476 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
1,893,476 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
2.2%1 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
HC, CO | |||
__________________
1 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 3 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
The Buxton Helmsley Group, Inc. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
WC | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Michigan | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
0 | |||
8 | SHARED VOTING POWER | ||
1,893,476 | |||
9 | SOLE DISPOSITIVE POWER | ||
0 | |||
10 | SHARED DISPOSITIVE POWER | ||
1,893,476 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
1,893,476 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
2.2%2 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
CO, IA | |||
__________________
2 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 4 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Alexander Parker | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
AF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
USA | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
0 | |||
8 | SHARED VOTING POWER | ||
1,893,476 | |||
9 | SOLE DISPOSITIVE POWER | ||
0 | |||
10 | SHARED DISPOSITIVE POWER | ||
1,893,476 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
1,893,476 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
2.2%3 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
HC, IN | |||
__________________
3 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 5 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Valerii Mansurov | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
400,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
400,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
400,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.5%34 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
34 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 6 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Vladimir Kovalenko | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
370,183 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
370,183 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
370,183 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.4%5 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
5 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 7 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Thomas Gitter | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Wisconsin | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
0 | |||
8 | SHARED VOTING POWER | ||
349,141 | |||
9 | SOLE DISPOSITIVE POWER | ||
0 | |||
10 | SHARED DISPOSITIVE POWER | ||
349,141 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
349,141 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.4%8 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
8 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 8 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Kharkov Aleksandr Sergeevich | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
265,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
265,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
265,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.3%6 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
6 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 9 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Elena Tsygankova | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
WC | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
0 | |||
8 | SHARED VOTING POWER | ||
228,000 | |||
9 | SOLE DISPOSITIVE POWER | ||
0 | |||
10 | SHARED DISPOSITIVE POWER | ||
228,000 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
228,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.3%7 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IA, IN | |||
__________________
7 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 10 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Vladislav Dikii | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
220,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
220,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
220,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.3%4 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
4 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 11 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Daniliuk Kirill Vladimirovich | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
193,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
193,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
193,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.2%9 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
9 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 12 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Roman Dontsov Valentinovich | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
135,212 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
135,212 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
135,212 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.2%10 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
10 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 13 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Alexey Evgeneevich Ilinykh | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
121,388 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
121,388 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
121,388 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%36 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
36 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 14 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Alexey Isaev | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
121,347 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
121,347 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
121,347 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%11 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
11 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 15 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Alexander Koch | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Germany | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
120,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
120,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
120,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%12 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
12 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 16 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
James Jonathan Josey | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Missouri | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
111,400 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
111,400 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
111,400 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%13 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
13 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 17 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Pradeep Vasudeva Kadambi | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Florida | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
101,900 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
101,900 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
101,900 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%14 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
14 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 18 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Kimberly Tully | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
New Jersey | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
96,843 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
96,843 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
96,843 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%16 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
16 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 19 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Edgard Gafurov | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
96,512 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
96,512 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
96,512 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%15 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
15 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 20 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Joan I. Barry Revocable Trust (Dtd. 12/13/13) | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
WC | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Missouri | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
93,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
93,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
93,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%17 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
OO | |||
__________________
17 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 21 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Zavolozhin Sergey Vladimirovich | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
91,413 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
91,413 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
91,413 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%24 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
24 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 22 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
James Paul Carey | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Ohio | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
90,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
90,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
90,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%18 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
18 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 23 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Janice J. O'Connor | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Missouri | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
84,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
84,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
84,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%19 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
19 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 24 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Yushenkova Olga Petrovna | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
77,699 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
77,699 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
77,699 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%21 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
21 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 25 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Vanik Petrosian | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
74,300 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
74,300 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
74,300 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%22 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
22 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 26 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Richard Barry | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Texas | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
72,285 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
72,285 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
72,285 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%23 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
23 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 27 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Victor Viktorovich Borodaenko | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
70,803 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
70,803 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
70,803 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%42 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
42 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 28 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Igor Gnativ | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
66,651 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
66,651 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
66,651 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%38 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
38 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 29 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Carleen Walsh | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
New York | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
64,654 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
64,654 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
64,654 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%35 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
35 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 30 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Mary Dunne | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
New York | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
64,347 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
64,347 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
64,347 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%31 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
31 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 31 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Aleksandr Aleksandrovich Morozov | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
61,499 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
61,499 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
61,499 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%43 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
43 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 32 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Andrew Gruber | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Massachussets | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
60,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
60,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
60,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%20 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
20 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 33 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Denis Baykin | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
59,804 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
59,804 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
59,804 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%40 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
40 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 34 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Ryzhov Evgenii Nikolaevich | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
56,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
56,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
56,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%41 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
41 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 35 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Chris Tichenor | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Kentucky | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
54,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
54,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
54,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%25 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
25 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 36 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Victor Pardo | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
New York | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
52,080 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
52,080 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
52,080 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%26 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
26 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 37 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Oksana Dmitrievna Trofimova | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
50,547 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
50,547 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
50,547 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%44 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
44 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 38 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Aleksei Gudz | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
50,547 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
50,547 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
50,547 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%45 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
45 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 39 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Alex Peter Wounlund | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Denmark | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
47,018 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
47,018 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
47,018 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%27 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
27 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 40 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Petr Hoferek | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Nebraska | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
45,100 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
45,100 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
45,100 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%28 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
28 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 41 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
John V. Barry Revocable Trust (Dtd. 12/13/13) | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
WC | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Missouri | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
44,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
44,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
44,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.1%29 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
OO | |||
__________________
29 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 42 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Nepiyvoda Kirill Nikolaevich | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
40,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
40,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
40,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.0%30 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
30 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 43 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Aleksei Chernyshev | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
36,310 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
36,310 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
36,310 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.0%39 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
39 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 44 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
Israel Larrondo | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Spain | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
23,634 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
23,634 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
23,634 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.0%32 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
32 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
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CUSIP No. G5785G107 | SCHEDULE 13D | Page 45 of 45 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
||
David Lamb | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Oregon | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
17,632 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
17,632 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
17,632 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.0%33 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
33 Based upon 84,713,826 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of June 25, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2021.
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This Amendment No. 7 to Schedule 13D ("Amendment No. 7") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission by the Reporting Persons on March 5, 2021 (the "Schedule 13D") relating to the Ordinary shares, par value $0.20 per share (the "Shares"), of Mallinckrodt plc (the "Issuer"). Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 7 shall have the meanings ascribed to them in the Schedule 13D.
Item 1. | Security and Issuer |
Item 1 of Schedule 13D is hereby amended and restated in its entirety to read as follows:
This Schedule 13D is being filed with respect to common shares issued by Mallinckrodt plc, whose principal executive offices are at College Business & Technology Park, Cruiserath, Blanchardstown, Dublin 15, Ireland.
Item 2. | Identity and Background |
Item 2 of Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) |
This Schedule 13D is being filed jointly pursuant to that certain Joint Filing Agreement filed herewith as Exhibit 99.1 by: • Buxton Helmsley Holdings, Inc. ("Holdings") • The Buxton Helmsley Group, Inc. ("Buxton") • Alexander Parker ("Parker") and • The individual persons and entities listed below (collectively, the "Individual Members"): o Valerii Mansurov o Vladimir Kovalenko o Thomas Gitter o Kharkov Aleksandr Sergeevich o Elena Tsygankova o Vladislav Dikii o Daniliuk Kirill Vladimirovich o Roman Dontsov Valentinovich o Alexey Evgeneevich Ilinykh o Alexey Isaev o Alexander Koch o James Jonathan Josey o Pradeep Vasudeva Kadambi o Kimberly Tully o Edgard Gafurov o Joan I. Barry Revocable Trust (Dtd. 12/13/13) o Zavolozhin Sergey Vladimirovich o James Paul Carey o Janice J. O'Connor o Yushenkova Olga Petrovna o Vanik Petrosian o Richard Barry o Victor Viktorovich Borodaenko o Igor Gnativ o Carleen Walsh o Mary Dunne o Aleksandr Aleksandrovich Morozov o Andrew Gruber o Denis Baykin o Ryzhov Evgenii Nikolaevich o Chris Tichenor o Victor Pardo o Oksana Dmitrievna Trofimova o Aleksei Gudz o Alex Peter Wounlund o Petr Hoferek o John V. Barry Revocable Trust (Dtd. 12/13/13) o Nepiyvoda Kirill Nikolaevich o Aleksei Chernyshev o Israel Larrondo o David Lamb
|
|
Together with Holdings, Buxton, and Parker, the Individual Members comprise a group within the meaning of Section 13(d)(3) of the Act. |
||
(b) | The business address of Holdings, Buxton, and Parker is 1185 Avenue of the Americas, Floor 3, New York, N.Y. 10036-2600. Information regarding the Individual Members is set forth on Schedule A. | |
(c) | Buxton is the wholly-owned subsidiary of Holdings, a parent holding company. Buxton is a private asset management and financial services firm and a registered investment advisor. Buxton holds the Shares reported in this Schedule 13D in the accounts of Buxton's discretionary clients. Parker is the sole control person of both Buxton and Holdings. Parker holds the title of Director at Holdings and Senior Managing Director at Buxton. There are no other directors, officers, or control persons at Holdings or Buxton. Information regarding the Individual Members is set forth on Schedule A. | |
(d) | During the last five years, neither Holdings, Buxton, Parker, nor any of the Individual Members have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
(e) | During the last five years, neither Holdings, nor the Individual Members, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Buxton and Parker were involved in an adversary proceeding filed against them by the Issuer (Mallinckrodt Plc. v. The Buxton Helmsley Group, Inc. and Alexander E. Parker, Adv Proc. No. 21-505242), as part of the Issuer's Chapter 11 proceedings (Mallinckrodt plc, et al., Case No. 20-12522), for which an injunction (the "Injunction") was issued by the United States Bankruptcy Court for the District of Delaware (the "Court"), enjoining certain activities of Buxton, Parker, and "any person or entity" (with no limitation) deemed by Issuer's directors or management as "acting in concert", whether "directly or indirectly" (Injunction, § 6). Those enjoined activities include, for example, the calling of an extraordinary general meeting of the Issuer's shareholders/members, nomination of directors or officers as part of any general meeting of the shareholders/members, casting votes in any general meeting of the shareholders/members to "remove" or "replace" directors of the Issuer (the Injunction, § 1(e), "any action seeking to remove, replace ... any directors or officers of any Debtor"), submission of shareholder proposals to be "acted upon" by shareholders/members as part of a general meeting (the Injunction, § 1(c), "any steps to ... propose any matters to be acted upon by Mallinckrodt shareholders"), solicitation of proxies, any litigation against the Issuer or its officers and/or directors, among other restrictions of activities covered by that Injunction, requested by the Issuer and ordered by the Court. |
|
(f) | Holdings and Buxton are Michigan corporations. Parker is a citizen of the United States of America. The citizenship of each Individual Member is set forth on Schedule A. |
Item 3. | Source and Amount of Funds or Other Considerations |
Item 3 of Schedule 13D is hereby amended and restated in its entirety to read as follows:
407,130Funds for the purchase of the Shares reported herein were derived from available working capital of Buxton. Buxton purchased 510,936 Shares of the Issuer in open market purchases between January 12, 2021 and March 1, 2021 for a total of $162,503.38. Buxton also purchased an additional 407,130 Shares of the Issuer in open market purchases during the sixty (60) days preceding this amendment, for a total of $81,054.03. Buxton made other purchases of the Shares previously, also via available working capital.
The Reporting Persons collectively may be deemed to be the beneficial owner of, in the aggregate, 6,370,725 Shares. For the Individual Members, other than Elena Tsygankova, the Joan I. Barry Revocable Trust (Dtd. 12/13/13), and the John V. Barry Revocable Trust (Dtd. 12/13/13), whose funding for the Shares was derived from available working capital, the source of funding for the Shares was personal funds of the respective Individual Member.
Item 4. | Purpose of Transaction |
Item 4 of Schedule 13D is hereby amended and restated in its entirety to read as follows:
The Reporting Persons reserve the right, consistent with applicable law, to (i) acquire additional Shares and/or other equity, debt, notes, instruments or other securities (collectively, "Securities") of the Issuer (or its affiliates) in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; and (iii) engage in any hedging or similar transactions with respect to the Securities. The Reporting Persons may engage in discussions with management or the Board of Directors of the Issuer concerning the business, operations, management, and future plans of the Issuer. Depending on various factors, including the Reporting Persons' financial position and investment strategy, the price of the Shares, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take such actions they deem appropriate and lawful.
On October 22, 2021, the Reporting Persons sent a letter via email (the "October 22, 2021, Letter to the U.S. Securities and Exchange Commission") to the U.S. Securities and Exchange Commission. The October 22, 2021, Letter to the U.S. Securities and Exchange Commission, is filed herewith as Exhibit 99.2 to the Amendment No. 7.
On October 22, 2021, the Reporting Persons sent a letter via email (the "October 22, 2021, Letter to the Issuer") to the Issuer. The October 22, 2021, Letter to the issuer, is filed herewith as Exhibit 99.3 to the Amendment No. 7.
On October 14, 2021, the Reporting Persons sent a letter via email (the "October 14, 2021, Letter") to the Issuer, with direct address to the Issuer's Irish legal counsel, Arthur Cox. The October 14, 2021, Letter is filed herewith as Exhibit 99.4 to the Amendment No. 7.
On September 14, 2021, the Reporting Persons sent a letter via email (the "September 14, 2021, Letter") to the Issuer. The September 14, 2021, Letter is filed herewith as Exhibit 99.5 to the Amendment No. 7.
On August 17, 2021, the Reporting Persons sent a letter via email (the "August 17, 2021, Letter") to the Issuer. The August 17, 2021, Letter is filed herewith as Exhibit 99.6 to the Amendment No. 7.
On August 5, 2021, the Reporting Persons sent a letter via email (the "August 5, 2021, Letter") to the Issuer. The August 5, 2021, Letter is filed herewith as Exhibit 99.7 to the Amendment No. 7.
On August 3, 2021, the Reporting Persons sent a letter via email (the "August 3, 2021, Letter") to the Issuer. The August 3, 2021, Letter is filed herewith as Exhibit 99.8 to the Amendment No. 7.
On July 7, 2021, the Reporting Persons sent a letter via email (the "July 7, 2021, Letter") to the Issuer. The July 7, 2021, Letter is filed herewith as Exhibit 99.9 to the Amendment No. 7.
On June 1, 2021, the Reporting Persons sent a letter via email (the "June 1, 2021, Letter") to the Issuer. The June 1, 2021, Letter is filed herewith as Exhibit 99.10 to the Amendment No. 7.
On May 20, 2021, the Reporting Persons sent a letter via email (the "May 20, 2021, Letter") to the Issuer. The May 20, 2021, Letter is filed herewith as Exhibit 99.11 to the Amendment No. 7.
On March 10, 2021, the Reporting Persons sent a letter via email (the "March 10, 2021, Letter") to the Issuer. The March 10, 2021, Letter is filed herewith as Exhibit 99.12 to the Amendment No. 7.
Item 5. | Interest in Securities of the Issuer |
Item 5 of Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) | As of the time of this filing, Holdings, Buxton, and Parker own 1,893,476 Shares of the Issuer, or a 2.2% ownership interest of the Issuer's Shares. Information regarding the Individual Members is set forth on Schedule B. Collectively, Holdings, Buxton, Parker, and the Individual Members own 6,370,725 Shares or a 7.5% ownership interest of the Issuer's Shares. |
(b) |
Number of Shares as to which such person has:
(i) Sole Voting Power: Each of Holdings, Buxton, and Parker has the sole power to vote or direct the vote over 0 Shares.
(ii) Shared Voting Power: Holdings has the shared power to vote or direct the vote over 1,893,476 Shares. Buxton has the shared power to vote or direct the vote over 1,893,476 Shares. Parker has the shared power to vote or direct the vote over 1,893,476 Shares.
(iii) Sole Dispositive Power: Each of Holdings, Buxton, and Parker has the sole power to dispose or direct the disposition of 0 Shares.
(iv) Shared Dispositive Power: Holdings has the shared power to dispose or to direct the direct the disposition of 1,893,476 Shares. Buxton has the shared power to dispose or to direct the direct the disposition of 1,893,476 Shares. Parker has the shared power to dispose or to direct the direct the disposition of 1,893,476 Shares.
Information regarding the voting and dispositive power of the Individual Members is set forth on Schedule B. |
(c) |
The following table sets forth all transactions with respect to the Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on October 21, 2021. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices. |
Reporting Person | Date | Shares | Price of Security |
Buxton | 2021-10-21 | 5000 | 0.1938 |
Buxton | 2021-10-21 | 1329 | 0.1975 |
Mary Dunne | 2021-10-19 | 25000 | 0.20 |
Kharkov Aleksandr Sergeevich | 2021-10-19 | 1000 | 0.1989 |
Buxton | 2021-10-19 | 5000 | 0.18 |
Buxton | 2021-10-19 | 1 | 0.1866 |
Buxton | 2021-10-19 | 5000 | 0.1866 |
Buxton | 2021-10-19 | 5000 | 0.19 |
Buxton | 2021-10-19 | 1500 | 0.19 |
Buxton | 2021-10-19 | 1057 | 0.19 |
Buxton | 2021-10-19 | 1500 | 0.1935 |
Buxton | 2021-10-19 | 5000 | 0.197 |
Buxton | 2021-10-19 | 102988 | 0.1998 |
Buxton | 2021-10-19 | 5000 | 0.1997 |
Buxton | 2021-10-19 | 50000 | 0.1997 |
Buxton | 2021-10-19 | 150000 | 0.1997 |
Buxton | 2021-10-19 | 1000 | 0.18 |
Buxton | 2021-10-15 | -31000 | 0.18425 |
Thomas Gitter | 2021-10-11 | 12253 | 0.182 |
Thomas Gitter | 2021-10-11 | 32649 | 0.18 |
Thomas Gitter | 2021-10-11 | 5000 | 1797 |
Thomas Gitter | 2021-10-11 | 98 | 0.1732 |
Buxton | 2021-10-08 | 34105 | 0.18 |
Buxton | 2021-10-08 | 10876 | 0.18 |
Buxton | 2021-10-08 | 1400 | 0.18 |
Buxton | 2021-10-08 | 7431 | 0.18 |
Buxton | 2021-10-08 | -10000 | 0.185 |
Buxton | 2021-10-08 | -9000 | 0.1872222 |
Thomas Gitter | 2021-09-29 | 10000 | 0.204 |
Buxton | 2021-09-14 | 28333 | 0.2099 |
Buxton | 2021-09-14 | 5000 | 0.2099 |
Buxton | 2021-09-14 | 1533 | 0.2044 |
Buxton | 2021-09-14 | 28301 | 0.2005 |
Buxton | 2021-08-31 | 776 | 0.205 |
(d) | N/A. |
(e) | N/A. |
Item 7. | Material to Be Filed as Exhibits |
Item 7 of Schedule 13D is hereby amended and restated in its entirety to read as follows:
Schedule A
Schedule A of Schedule 13D is hereby amended and restated in its entirety to read as follows:
Name | Principal Business Address or Residence | Principal Occupation or Employment/ Principal Business | Citizenship |
Valerii Mansurov | Russia, Ufa city, Richard Zorge 64, 14 |
Construction Consultant |
Russia |
Vladimir Kovalenko | 246700 Pskov Pushkina street 611/1 Russia |
Investor (Self-Employed) |
Russia |
Thomas Gitter | 17 Parklawn Place, Madison, WI 53705 |
Retired |
USA |
Kharkov Aleksandr Sergeevich | 630550, OBL NOVOSIBIRSKAIA, R-N NOVOSIBIRSKII, S pazdolnoe, PER ZELENYI, DOM 28 |
Investor (Self-Employed) |
Russia |
Elena Tsygankova | Moscow Rusakovskaya street 31 |
Financial Advisor |
Russia |
Vladislav Dikii | Moscow, p. Pervomayskoe, Block 328, Bld. 96, bldg. 9 |
Investor (Self-Employed) |
Russia |
Daniliuk Kirill Vladimirovich | 125315,G MOSKVA,PR-KT LENINGRADSKII,DOM 74/6,KV 76 |
Retired |
Russia |
Roman Dontsov Valentinovich | 350005 Russia, Krasnodar, Alexandra Pokryshkina street 2 /2 apartment 416 |
Investor (Self-Employed) |
Russia |
Alexey Evgeneevich Ilinykh | Russia Perm City 17-56 Yaltinskaya Street |
Engineer (Self-Employed) |
Russia |
Alexey Isaev | Russian Federation. Moscow. Fryazevskaya street house 11. |
Investor (Self-Employed) |
Russia |
Alexander Koch | Jakob-Kaiser-Str. 14A, D-49088 Osnabrueck, Germany |
Self-Employed |
Germany |
James Jonathan Josey | 5319 Carolwood Drive, Jackson, MS 39211 |
Deputy CFO at The Molpus Woodlands Group, LLC |
USA |
Pradeep Vasudeva Kadambi | 2764 Tartus Dr., Jacksonville, FL 32246 USA |
Doctor (Self-Employed) |
USA |
Kimberly Tully | 4 South Deer Place, Hainesport, NJ 08036 |
Self-Employed (Consultant) |
USA |
Edgard Gafurov | Russia Novocheboksarsk Vostochnaya street, house 1, building 2, apartment 54 |
Investor (Self-Employed) |
Russia |
Joan I. Barry Revocable Trust (Dtd. 12/13/13) | 3313 S. Victoria Drive, Blue Springs, MO 64015 |
Retired |
USA |
Zavolozhin Sergey Vladimirovich | Russia, Novosibirsk region, R, P Koltsovo 28 |
Investor (Self-Employed) |
Russia |
James Paul Carey | 881 Southerford Avenue, Dayton, OH 45429 |
Patent Lawyer at Mane, Inc. |
USA |
Janice J. O'Connor | 12808 S. Outer Belt Road, Lone Jack, MO 64070 |
Retired |
USA |
Yushenkova Olga Petrovna | Russia, Ryazan,Moscovskoe shosse d.33/4 kv.435 |
Investor (Self-Employed) |
Russia |
Vanik Petrosian | Ul Vodopoinaia, d 19, kv 178, 357748, g Kislovodsk, Stavropolskii krai |
Retired |
Russia |
Richard Barry | 4532 Saint James Drive, Plano TX 75024 |
IT Management at United Surgical Partners Incorporated |
USA |
Victor Viktorovich Borodaenko | Apt. 50, 16, k.3 15 Parkovaya street., Moscow, 105203, the Russian Federation |
Principal Occupation: Auditor at LLC "TNF" |
Russia |
Igor Gnativ | 620026 Sverdlovsk region Yekaterinburg Decembrists 45-297 |
Entrepreneur/Investor |
Russia |
Carleen Walsh | 640 Lincoln Avenue, Sayville, N.Y. 11782 |
Self-Employed (Investor) |
USA |
Mary Dunne | 54 Hicks Street, Brooklyn, NY 11201 |
Retired |
USA |
Aleksandr Aleksandrovich Morozov | Russian Federation, Nadym Yamal-Nenets St. Zvereva 50 kV.187 |
Self-Employed (Investor) |
Russia |
Andrew Gruber | 215 Pleasant Street, Arlington MA 02476 |
Engineer at Qualcomm |
USA |
Denis Baykin | 140492, Russia, Moscow region, Kolomensky district, village Zarudnya, house 43, apartment 32 |
Principal Occupation: Sales Associate at OOO "Garmoniya" (Samsung) |
Russia |
Ryzhov Evgenii Nikolaevich | Russian Federation, Resp Tatarstan, R-N Bugulminskii, G Bugulma, Ul Iuriia Gagarina, Dom 72 |
Self-Employed (Mechanical Engineering Work) |
Russia |
Chris Tichenor | 400 Redding Road, Lexington, KY 40517 |
Retired |
USA |
Victor Pardo | 11 Threepence Drive, Melville, NY 11747 |
Audio Engineer at Self-Employed |
USA |
Oksana Dmitrievna Trofimova | Apt. 31, 5a Zavodskaya str, the town of Nadym, Yamalo-Nenets Autonomous Okrug, 629735, the Russian Federation |
Self-Employed (Writer) |
Russia |
Aleksei Gudz | Apt. 74, 101 Goroda Volos street, Rostov on Don city, 344000, the Russian Federation |
Principal Occupation: Office Manager |
Russia |
Alex Peter Wounlund | Bredholtvej 8, 2650 Hvidovre, Denmark |
Key Account Manager at GlobalConnect |
Denmark |
Petr Hoferek | 9516 Park Drive, Unit 206, Omaha, NE 68127 |
Inventory Control at PAK Global LLC |
USA |
John V. Barry Revocable Trust (Dtd. 12/13/13) | 3313 S. Victoria Drive, Blue Springs, MO 64015 |
Retired |
USA |
Nepiyvoda Kirill Nikolaevich | Russia, Kaluga, Duminichi, Molodezhnaya street 5a, 249300. |
Self-Employed (Investor) |
Russia |
Aleksei Chernyshev | Moscow, str. Makarenko, 9-18 |
Principal Occupation: Chief Mechanic at OOO "Fakel Plus" |
Russia |
Israel Larrondo | Medinaceli, 6, 6. 28660. Boadilla del Monte. Madrid. Spain |
Renewable Energy Technician at PEMOG |
Spain |
David Lamb | 13560 NW Springville Road, Portland, OR 97229 |
Digital Design Engineer at Skyworks Solutions, Inc. |
USA |
Schedule B
Schedule B of Schedule 13D is hereby amended and restated in its entirety to read as follows:
Name | Aggregate Number of Shares Owned | Percentage of Class | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power |
Valerii Mansurov | 400,000 | 0.5% | 400,000 | 0 | 400,000 | 0 |
Vladimir Kovalenko | 370,183 | 0.4% | 370,183 | 0 | 370,183 | 0 |
Thomas Gitter | 349,141 | 0.4% | 0 | 349,141 | 0 | 349,141 |
Kharkov Aleksandr Sergeevich | 265,000 | 0.3% | 265,000 | 0 | 265,000 | 0 |
Elena Tsygankova | 228,000 | 0.3% | 0 | 228,000 | 0 | 228,000 |
Vladislav Dikii | 220,000 | 0.3% | 220,000 | 0 | 220,000 | 0 |
Daniliuk Kirill Vladimirovich | 193,000 | 0.2% | 193,000 | 0 | 193,000 | 0 |
Roman Dontsov Valentinovich | 135,212 | 0.2% | 135,212 | 0 | 135,212 | 0 |
Alexey Evgeneevich Ilinykh | 121,388 | 0.1% | 121,388 | 0 | 121,388 | 0 |
Alexey Isaev | 121,347 | 0.1% | 121,347 | 0 | 121,347 | 0 |
Alexander Koch | 120,000 | 0.1% | 120,000 | 0 | 120,000 | 0 |
James Jonathan Josey | 111,400 | 0.1% | 111,400 | 0 | 111,400 | 0 |
Pradeep Vasudeva Kadambi | 101,900 | 0.1% | 101,900 | 0 | 101,900 | 0 |
Kimberly Tully | 96,843 | 0.1% | 96,843 | 0 | 96,843 | 0 |
Edgard Gafurov | 96,512 | 0.1% | 96,512 | 0 | 96,512 | 0 |
Joan I. Barry Revocable Trust (Dtd. 12/13/13) | 93,000 | 0.1% | 93,000 | 0 | 93,000 | 0 |
Zavolozhin Sergey Vladimirovich | 91,413 | 0.1% | 91,413 | 0 | 91,413 | 0 |
James Paul Carey | 90,000 | 0.1% | 90,000 | 0 | 90,000 | 0 |
Janice J. O'Connor | 84,000 | 0.1% | 84,000 | 0 | 84,000 | 0 |
Yushenkova Olga Petrovna | 77,699 | 0.1% | 77,699 | 0 | 77,699 | 0 |
Vanik Petrosian | 74,300 | 0.1% | 74,300 | 0 | 74,300 | 0 |
Richard Barry | 72,285 | 0.1% | 72,285 | 0 | 72,285 | 0 |
Victor Viktorovich Borodaenko | 70,803 | 0.1% | 70,803 | 0 | 70,803 | 0 |
Igor Gnativ | 66,651 | 0.1% | 66,651 | 0 | 66,651 | 0 |
Carleen Walsh | 64,654 | 0.1% | 64,654 | 0 | 64,654 | 0 |
Mary Dunne | 64,347 | 0.1% | 64,347 | 0 | 64,347 | 0 |
Aleksandr Aleksandrovich Morozov | 61,499 | 0.1% | 61,499 | 0 | 61,499 | 0 |
Andrew Gruber | 60,000 | 0.1% | 60,000 | 0 | 60,000 | 0 |
Denis Baykin | 59,804 | 0.1% | 59,804 | 0 | 59,804 | 0 |
Ryzhov Evgenii Nikolaevich | 56,000 | 0.1% | 56,000 | 0 | 56,000 | 0 |
Chris Tichenor | 54,000 | 0.1% | 54,000 | 0 | 54,000 | 0 |
Victor Pardo | 52,080 | 0.1% | 52,080 | 0 | 52,080 | 0 |
Oksana Dmitrievna Trofimova | 50,547 | 0.1% | 50,547 | 0 | 50,547 | 0 |
Aleksei Gudz | 50,547 | 0.1% | 50,547 | 0 | 50,547 | 0 |
Alex Peter Wounlund | 47,018 | 0.1% | 47,018 | 0 | 47,018 | 0 |
Petr Hoferek | 45,100 | 0.1% | 45,100 | 0 | 45,100 | 0 |
John V. Barry Revocable Trust (Dtd. 12/13/13) | 44,000 | 0.1% | 44,000 | 0 | 44,000 | 0 |
Nepiyvoda Kirill Nikolaevich | 40,000 | 0.0% | 40,000 | 0 | 40,000 | 0 |
Aleksei Chernyshev | 36,310 | 0.0% | 36,310 | 0 | 36,310 | 0 |
Israel Larrondo | 23,634 | 0.0% | 23,634 | 0 | 23,634 | 0 |
David Lamb | 17,632 | 0.0% | 17,632 | 0 | 17,632 | 0 |
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.
BUXTON HELMSLEY HOLDINGS, INC. | |||
By: | /s/ Alexander E. Parker | October 22, 2021 | |
Name: | Alexander E. Parker | ||
Title: | Director | ||
THE BUXTON HELMSLEY GROUP, INC. | |||
By: | /s/ Alexander E. Parker | October 22, 2021 | |
Name: | Alexander E. Parker | ||
Title: | Senior Managing Director | ||
ALEXANDER E. PARKER | |||
By: | /s/ Alexander E. Parker | October 22, 2021 | |
Name: | Alexander E. Parker | ||
VALERII MANSUROV | |||
By: | */s/ Valerii Mansurov | October 22, 2021 | |
Name: | Valerii Mansurov | ||
VLADIMIR KOVALENKO | |||
By: | */s/ Vladimir Kovalenko | October 22, 2021 | |
Name: | Vladimir Kovalenko | ||
THOMAS GITTER | |||
By: | */s/ Thomas Gitter | October 22, 2021 | |
Name: | Thomas Gitter | ||
KHARKOV ALEKSANDR SERGEEVICH | |||
By: | */s/ Kharkov Aleksandr Sergeevich | October 22, 2021 | |
Name: | Kharkov Aleksandr Sergeevich | ||
ELENA TSYGANKOVA | |||
By: | */s/ Elena Tsygankova | October 22, 2021 | |
Name: | Elena Tsygankova | ||
VLADISLAV DIKII | |||
By: | */s/ Vladislav Dikii | October 22, 2021 | |
Name: | Vladislav Dikii | ||
DANILIUK KIRILL VLADIMIROVICH | |||
By: | */s/ Daniliuk Kirill Vladimirovich | October 22, 2021 | |
Name: | Daniliuk Kirill Vladimirovich | ||
ROMAN DONTSOV VALENTINOVICH | |||
By: | */s/ Roman Dontsov Valentinovich | October 22, 2021 | |
Name: | Roman Dontsov Valentinovich | ||
ALEXEY EVGENEEVICH ILINYKH | |||
By: | */s/ Alexey Evgeneevich Ilinykh | October 22, 2021 | |
Name: | Alexey Evgeneevich Ilinykh | ||
ALEXEY ISAEV | |||
By: | */s/ Alexey Isaev | October 22, 2021 | |
Name: | Alexey Isaev | ||
ALEXANDER KOCH | |||
By: | */s/ Alexander Koch | October 22, 2021 | |
Name: | Alexander Koch | ||
JAMES JONATHAN JOSEY | |||
By: | */s/ James Jonathan Josey | October 22, 2021 | |
Name: | James Jonathan Josey | ||
PRADEEP VASUDEVA KADAMBI | |||
By: | */s/ Pradeep Vasudeva Kadambi | October 22, 2021 | |
Name: | Pradeep Vasudeva Kadambi | ||
KIMBERLY TULLY | |||
By: | */s/ Kimberly Tully | October 22, 2021 | |
Name: | Kimberly Tully | ||
EDGARD GAFUROV | |||
By: | */s/ Edgard Gafurov | October 22, 2021 | |
Name: | Edgard Gafurov | ||
JOAN I. BARRY REVOCABLE TRUST (DTD. 12/13/13) | |||
By: | */s/ Janice J. O'Connor | October 22, 2021 | |
Name: | Janice J. O'Connor | ||
Title: | Co-Trustee | ||
ZAVOLOZHIN SERGEY VLADIMIROVICH | |||
By: | */s/ Zavolozhin Sergey Vladimirovich | October 22, 2021 | |
Name: | Zavolozhin Sergey Vladimirovich | ||
JAMES PAUL CAREY | |||
By: | */s/ James Paul Carey | October 22, 2021 | |
Name: | James Paul Carey | ||
JANICE J. O'CONNOR | |||
By: | */s/ Janice J. O'Connor | October 22, 2021 | |
Name: | Janice J. O'Connor | ||
YUSHENKOVA OLGA PETROVNA | |||
By: | */s/ Yushenkova Olga Petrovna | October 22, 2021 | |
Name: | Yushenkova Olga Petrovna | ||
VANIK PETROSIAN | |||
By: | */s/ Vanik Petrosian | October 22, 2021 | |
Name: | Vanik Petrosian | ||
RICHARD BARRY | |||
By: | */s/ Richard Barry | October 22, 2021 | |
Name: | Richard Barry | ||
VICTOR VIKTOROVICH BORODAENKO | |||
By: | */s/ Victor Viktorovich Borodaenko | October 22, 2021 | |
Name: | Victor Viktorovich Borodaenko | ||
IGOR GNATIV | |||
By: | */s/ Igor Gnativ | October 22, 2021 | |
Name: | Igor Gnativ | ||
CARLEEN WALSH | |||
By: | */s/ Carleen Walsh | October 22, 2021 | |
Name: | Carleen Walsh | ||
MARY DUNNE | |||
By: | */s/ Mary Dunne | October 22, 2021 | |
Name: | Mary Dunne | ||
ALEKSANDR ALEKSANDROVICH MOROZOV | |||
By: | */s/ Aleksandr Aleksandrovich Morozov | October 22, 2021 | |
Name: | Aleksandr Aleksandrovich Morozov | ||
ANDREW GRUBER | |||
By: | */s/ Andrew Gruber | October 22, 2021 | |
Name: | Andrew Gruber | ||
DENIS BAYKIN | |||
By: | */s/ Denis Baykin | October 22, 2021 | |
Name: | Denis Baykin | ||
RYZHOV EVGENII NIKOLAEVICH | |||
By: | */s/ Ryzhov Evgenii Nikolaevich | October 22, 2021 | |
Name: | Ryzhov Evgenii Nikolaevich | ||
CHRIS TICHENOR | |||
By: | */s/ Chris Tichenor | October 22, 2021 | |
Name: | Chris Tichenor | ||
VICTOR PARDO | |||
By: | */s/ Victor Pardo | October 22, 2021 | |
Name: | Victor Pardo | ||
OKSANA DMITRIEVNA TROFIMOVA | |||
By: | */s/ Oksana Dmitrievna Trofimova | October 22, 2021 | |
Name: | Oksana Dmitrievna Trofimova | ||
ALEKSEI GUDZ | |||
By: | */s/ Aleksei Gudz | October 22, 2021 | |
Name: | Aleksei Gudz | ||
ALEX PETER WOUNLUND | |||
By: | */s/ Alex Peter Wounlund | October 22, 2021 | |
Name: | Alex Peter Wounlund | ||
PETR HOFEREK | |||
By: | */s/ Petr Hoferek | October 22, 2021 | |
Name: | Petr Hoferek | ||
JOHN V. BARRY REVOCABLE TRUST (DTD. 12/13/13) | |||
By: | */s/ Janice J. O'Connor | October 22, 2021 | |
Name: | Janice J. O'Connor | ||
Title: | Co-Trustee | ||
NEPIYVODA KIRILL NIKOLAEVICH | |||
By: | */s/ Nepiyvoda Kirill Nikolaevich | October 22, 2021 | |
Name: | Nepiyvoda Kirill Nikolaevich | ||
ALEKSEI CHERNYSHEV | |||
By: | */s/ Aleksei Chernyshev | October 22, 2021 | |
Name: | Aleksei Chernyshev | ||
ISRAEL LARRONDO | |||
By: | */s/ Israel Larrondo | October 22, 2021 | |
Name: | Israel Larrondo | ||
DAVID LAMB | |||
By: | */s/ David Lamb | October 22, 2021 | |
Name: | David Lamb | ||
*By: | /s/ Alexander E. Parker | October 22, 2021 | |
Name: | Alexander E. Parker | ||
Title: | Attorney-in-Fact |
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D, including all amendments thereto, with respect to the ordinary shares, par value $0.20 per share, of Mallinckrodt plc, and further agree that this Joint Filing Agreement shall be included as an exhibit to the first such joint filing and may, as required, be included as an exhibit to subsequent amendments thereto.
Each of the undersigned agrees and acknowledges that each party hereto is (i) individually eligible to use such Schedule 13D and (ii) responsible for the timely filing of such Schedule 13D and any and all amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness and accuracy of the information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.
Each of the undersigned hereby constitutes and appoints Alexander E. Parker as their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the statement on Schedule 13D, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. A facsimile or other reproduction of this Joint Filing Agreement may be executed by one or more parties hereto, and an executed copy of this Joint Filing Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes as of the date hereof.
Dated: August 2, 2021
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.
BUXTON HELMSLEY HOLDINGS, INC. | |||
By: | /s/ Alexander E. Parker | August 2, 2021 | |
Name: | Alexander E. Parker | ||
Title: | Director | ||
THE BUXTON HELMSLEY GROUP, INC. | |||
By: | /s/ Alexander E. Parker | August 2, 2021 | |
Name: | Alexander E. Parker | ||
Title: | Senior Managing Director | ||
ALEXANDER E. PARKER | |||
By: | /s/ Alexander E. Parker | August 2, 2021 | |
Name: | Alexander E. Parker | ||
VALERII MANSUROV | |||
By: | /s/ Valerii Mansurov | August 2, 2021 | |
Name: | Valerii Mansurov | ||
VLADIMIR KOVALENKO | |||
By: | /s/ Vladimir Kovalenko | August 2, 2021 | |
Name: | Vladimir Kovalenko | ||
THOMAS GITTER | |||
By: | /s/ Thomas Gitter | August 2, 2021 | |
Name: | Thomas Gitter | ||
KHARKOV ALEKSANDR SERGEEVICH | |||
By: | /s/ Kharkov Aleksandr Sergeevich | August 2, 2021 | |
Name: | Kharkov Aleksandr Sergeevich | ||
ELENA TSYGANKOVA | |||
By: | /s/ Elena Tsygankova | August 2, 2021 | |
Name: | Elena Tsygankova | ||
VLADISLAV DIKII | |||
By: | /s/ Vladislav Dikii | August 2, 2021 | |
Name: | Vladislav Dikii | ||
DANILIUK KIRILL VLADIMIROVICH | |||
By: | /s/ Daniliuk Kirill Vladimirovich | August 2, 2021 | |
Name: | Daniliuk Kirill Vladimirovich | ||
ROMAN DONTSOV VALENTINOVICH | |||
By: | /s/ Roman Dontsov Valentinovich | August 2, 2021 | |
Name: | Roman Dontsov Valentinovich | ||
ALEXEY EVGENEEVICH ILINYKH | |||
By: | /s/ Alexey Evgeneevich Ilinykh | August 2, 2021 | |
Name: | Alexey Evgeneevich Ilinykh | ||
ALEXEY ISAEV | |||
By: | /s/ Alexey Isaev | August 2, 2021 | |
Name: | Alexey Isaev | ||
ALEXANDER KOCH | |||
By: | /s/ Alexander Koch | August 2, 2021 | |
Name: | Alexander Koch | ||
JAMES JONATHAN JOSEY | |||
By: | /s/ James Jonathan Josey | August 2, 2021 | |
Name: | James Jonathan Josey | ||
PRADEEP VASUDEVA KADAMBI | |||
By: | /s/ Pradeep Vasudeva Kadambi | August 2, 2021 | |
Name: | Pradeep Vasudeva Kadambi | ||
KIMBERLY TULLY | |||
By: | /s/ Kimberly Tully | August 2, 2021 | |
Name: | Kimberly Tully | ||
EDGARD GAFUROV | |||
By: | /s/ Edgard Gafurov | August 2, 2021 | |
Name: | Edgard Gafurov | ||
JOAN I. BARRY REVOCABLE TRUST (DTD. 12/13/13) | |||
By: | /s/ Janice J. O'Connor | August 2, 2021 | |
Name: | Janice J. O'Connor | ||
Title: | Co-Trustee | ||
ZAVOLOZHIN SERGEY VLADIMIROVICH | |||
By: | /s/ Zavolozhin Sergey Vladimirovich | August 2, 2021 | |
Name: | Zavolozhin Sergey Vladimirovich | ||
JAMES PAUL CAREY | |||
By: | /s/ James Paul Carey | August 2, 2021 | |
Name: | James Paul Carey | ||
JANICE J. O'CONNOR | |||
By: | /s/ Janice J. O'Connor | August 2, 2021 | |
Name: | Janice J. O'Connor | ||
YUSHENKOVA OLGA PETROVNA | |||
By: | /s/ Yushenkova Olga Petrovna | August 2, 2021 | |
Name: | Yushenkova Olga Petrovna | ||
VANIK PETROSIAN | |||
By: | /s/ Vanik Petrosian | August 2, 2021 | |
Name: | Vanik Petrosian | ||
RICHARD BARRY | |||
By: | /s/ Richard Barry | August 2, 2021 | |
Name: | Richard Barry | ||
VICTOR VIKTOROVICH BORODAENKO | |||
By: | /s/ Victor Viktorovich Borodaenko | August 2, 2021 | |
Name: | Victor Viktorovich Borodaenko | ||
IGOR GNATIV | |||
By: | /s/ Igor Gnativ | August 2, 2021 | |
Name: | Igor Gnativ | ||
CARLEEN WALSH | |||
By: | /s/ Carleen Walsh | August 2, 2021 | |
Name: | Carleen Walsh | ||
MARY DUNNE | |||
By: | /s/ Mary Dunne | August 2, 2021 | |
Name: | Mary Dunne | ||
ALEKSANDR ALEKSANDROVICH MOROZOV | |||
By: | /s/ Aleksandr Aleksandrovich Morozov | August 2, 2021 | |
Name: | Aleksandr Aleksandrovich Morozov | ||
ANDREW GRUBER | |||
By: | /s/ Andrew Gruber | August 2, 2021 | |
Name: | Andrew Gruber | ||
DENIS BAYKIN | |||
By: | /s/ Denis Baykin | August 2, 2021 | |
Name: | Denis Baykin | ||
RYZHOV EVGENII NIKOLAEVICH | |||
By: | /s/ Ryzhov Evgenii Nikolaevich | August 2, 2021 | |
Name: | Ryzhov Evgenii Nikolaevich | ||
CHRIS TICHENOR | |||
By: | /s/ Chris Tichenor | August 2, 2021 | |
Name: | Chris Tichenor | ||
VICTOR PARDO | |||
By: | /s/ Victor Pardo | August 2, 2021 | |
Name: | Victor Pardo | ||
OKSANA DMITRIEVNA TROFIMOVA | |||
By: | /s/ Oksana Dmitrievna Trofimova | August 2, 2021 | |
Name: | Oksana Dmitrievna Trofimova | ||
ALEKSEI GUDZ | |||
By: | /s/ Aleksei Gudz | August 2, 2021 | |
Name: | Aleksei Gudz | ||
ALEX PETER WOUNLUND | |||
By: | /s/ Alex Peter Wounlund | August 2, 2021 | |
Name: | Alex Peter Wounlund | ||
PETR HOFEREK | |||
By: | /s/ Petr Hoferek | August 2, 2021 | |
Name: | Petr Hoferek | ||
JOHN V. BARRY REVOCABLE TRUST (DTD. 12/13/13) | |||
By: | /s/ Janice J. O'Connor | August 2, 2021 | |
Name: | Janice J. O'Connor | ||
Title: | Co-Trustee | ||
NEPIYVODA KIRILL NIKOLAEVICH | |||
By: | /s/ Nepiyvoda Kirill Nikolaevich | August 2, 2021 | |
Name: | Nepiyvoda Kirill Nikolaevich | ||
ALEKSEI CHERNYSHEV | |||
By: | /s/ Aleksei Chernyshev | August 2, 2021 | |
Name: | Aleksei Chernyshev | ||
ISRAEL LARRONDO | |||
By: | /s/ Israel Larrondo | August 2, 2021 | |
Name: | Israel Larrondo | ||
DAVID LAMB | |||
By: | /s/ David Lamb | August 2, 2021 | |
Name: | David Lamb | ||
New York Headquarters | Mr. Alexander E. Parker |
1185 Avenue of the Americas, Floor 3 | Senior Managing Director |
New York, N.Y. 10036 | E. alexander.parker@buxtonhelmsley.com |
T. +1 (212) 951-1530 | |
F. +1 (212) 641-4349 |
VIA REGISTERED U.S. POSTAL MAIL & ELECTRONIC MAIL
chair@sec.gov; commissionerlee@sec.gov; commissionerpeirce@sec.gov; commissionerroisman@sec.gov; commissionercrenshaw@sec.gov; board.directors@mnk.com; corporate.secretary@mnk.com; jane.m.leamy@usdoj.gov; info@odce.ie; marian_lynch@odce.ie; xana_mccarthy@odce.ie; suzanne_gunne@odce.ie; ian_drennan@odce.ie; aviel@deloitte.com; mperron@deloitte.ca; ipasquali@deloitte.com; jfoutty@deloitte.com; jucuzoglu@deloitte.com; kbowman@deloitte.com; achowdhury@deloitte.com; mcollins@deloitte.com; jdowning@deloitte.com; tdodum@deloitte.com; afeirn@deloitte.com; wfletcher@deloitte.com; cgiuliante@deloitte.com; griffin-hunter@deloitte.com; sjennings@deloitte.com; ckosal@deloitte.com; sporter@deloitte.com; isaif@deloitte.com; jsalzetti@deloitte.com; dsills@deloitte.com; gsimeone@deloitte.com; aweissenberg@deloitte.com; richard.daly@broadridge.com; chris.perry@broadridge.com; tim.gokey@broadridge.com; shareholder@broadridge.com;
October 20, 2021
U.S. Securities and Exchange Commission | Mr. Gary Gensler, Chairman |
100 F Street, NE | Ms. Allison Herren Lee, Commissioner |
Washington, D.C. 20549 |
Ms. Hester M. Peirce, Commissioner |
Mr. Elad L. Roisman, Commissioner | |
Ms. Caroline Crenshaw, Commissioner | |
Former Directors - All Members | Ms. Joann Reed, Interim Director |
Mallinckrodt Plc. | Mr. Carlos V. Paya, M.D., Ph. D., Interim Director |
53 Frontage Road, Shelbourne Building | Mr. Angus Russell, Former Chairman |
Hampton, N.J. 08827 | Mr. J. Martin Carroll, Former Director |
Mr. Paul R. Carter, Former Director | |
Mr. David Norton, Former Director | |
Ms. Anne C. Whitaker, Former Director | |
Mr. Mark Trudeau, Former Director | |
Mr. Kneeland Youngblood, Former Director | |
Mr. David Carlucci, Former Director | |
Ms. Stephanie Miller, Corporate Secretary | |
Deloitte Touche Tohmatsu Limited | Board of Directors, All Members |
30 Rockefeller Plaza, 41st Floor | Mr. Anthony Viel, Chief Executive Officer |
New York, N.Y. 10112 | Mr. Marc Perron, Chief Client Officer |
Mr. Iseo Pasquali, Chief Business and Financial Officer |
Broadridge, Inc. | Mr. Richard Daly, Executive Chairman |
1155 Long Island Avenue | Mr. Chris Perry, President |
Edgewood, N.Y. 11717 | Mr. Tim Gokey, Chief Executive Officer |
Attn: Office of the Whistleblower | |
ENF-CPU (U.S. Securities & Exchange Commission) | |
14420 Albemarle Point Place, Suite 102 | |
Chantilly, VA 20151-1750 | |
Office of the Director of Corporate Enforcement | Ms. Marian Lynch |
16 Parnell Square | Ms. Xana McCarthy, Investigator |
Dublin 1 | Ms. Suzanne Gunne, Enforcement Lawyer |
D01 W5C2, Ireland | Mr. Ian Drennan, Director of Corporate Enforcement |
Re: Accounting Fraud, Bankruptcy Fraud, Insider Trading, Proxy Fraud, and Electoral Fraud - Mallinckrodt Plc.
Dear Chairman and Commissioners of the U.S. Securities and Exchange Commission (the "Commission"):
This letter is being included in a 13D filing under the security profile of Mallinckrodt Plc. (OTC: MNKKQ) (the "Company"), so that all investors can see that the heads of the U.S. Securities and Exchange Commission have been notified of the simply fantastic (and not in a positive way) scandal unfolding at the Company. No matter the political position of yourselves related to the litigation the Company faces, I know you will agree that should not affect whether main street investors are victimized by any instance of corruption and fraud existing in the capital markets of the United States, by the powers of no one but the Company's board of directors and management. The Buxton Helmsley Group, Inc. ("BHG") is calling on the Commission to preserve the integrity of the United States financial markets, which is at great risk if this board of directors and management are not halted in their tracks, and immediately. BHG has taken its fiduciary duty as an investment advisory entity utmost seriously to fend off the corruption at hand, as best as possible with our resources available, and intervention is urgently required. BHG sends this message to the Commission directly, after already having taken the step of filing a whistleblower report (that we do not see is being given any attention), as returning to the U.S. Bankruptcy Court will result in further harassment by the Company, with hypocritical claims of "unlawful disruption" by shareholders, when the Company has admitted democratic shareholder rights are statutorily protected at all times under Irish law (the Company failed to disclose this to the bankruptcy court at the time they wished to enjoin shareholder rights of "any person or entity", later privately admitting shareholder rights were protected, having already then-illegally enjoined all shareholder rights just before holding a shareholder meeting, in order to engage in electoral fraud), by those at the helm of the Company, in an attempt to get away with what will be one of the largest corporate heists and clusters of numerous instances and types of fraud, in the absence of anything but immediate intervention by the Commission. BHG has been actively involved in this case for approximately a year, and the U.S. bankruptcy court does not seem to be phased by such alarming issues, however, that has been fueled by the Company's failure to disclose and be truthful about numerous issues as well, which will be detailed here, along with through the previous letters of BHG to the Company, to also be enclosed. I will note that the enclosed fraudulent accounting issues/opinions have been doubly confirmed by forensic financial analysts consulted with by BHG for affirmation of opinion. Directing parties to refer to multiple statements of financials at the same time, depending on your agenda that moment, is textbook financial fraud.
Directors and officers having engaged in insider trading on the undisclosed information, as detailed below: Mark C. Trudeau (Largest Offender), Anne C. Whitaker, Kneeland Youngblood, Ian J. Watkins, Russell C. Angus, David R. Carlucci, David Y. Norton, Mark J. Casey (Chief Legal Officer), J. Martin Carroll, and Carlos V. Paya, M.D., Ph.D. |
Very simply, the Company is now (after BHG having demanded answers and explanations through nearly a dozen letters, beginning even before the Company filed for chapter 11 protection on October 12, 2020):
Bankruptcy Fraud - Beyond the Company continuing to claim net assets are "hopelessly" nonexistent, while contending behind closed doors that the certified balance sheet filed with the Commission, certifying $12.04/share in net assets, is correct to reference for an account of net assets belonging to shareholders, the Company restrained its entire shareholder base, citing further shareholder meetings would cause "irreparable harm", while fraudulently concealing from the U.S. Bankruptcy Court they would be statutorily required to, just two weeks after obtaining their shareholder injunction to cease such democratic processes that would cause such "irreparable harm", call a shareholder meeting, as statutorily required by the Companies Act of 2014, § 175. The Company also failed to disclose that the Companies Act of 2014, § 212, prohibits the "powers of the directors of the company being exercised in a manner oppressive to … any of the members", further demonstrating no right to restrain their shareholders, due to that anti-oppression statute, meant to protect the most vulnerable shareholders in Irish companies (minority shareholders) from being overpowered by the "powers of the directors". BHG wrote the Company's board of directors, and the Company's chosen inspector of elections, Broadridge, Inc., multiple times leading up to the August 13, 2021, annual general meeting, informing them their meeting would require the exercise of shareholder rights to be legitimate (they are not allowed to run a democracy just as fraudulent as their financial statements), when their injunction prohibited the very actions of voting, submitting director nominations, and shareholder proposals, with that shareholder injunction enforceable against "any person or entity" that the directors wished to, at their discretion, prejudicially and arbitrarily label as "acting in concert", whether "directly or indirectly", with the shareholder injunction then coercing and oppressing every shareholder under the sun holding Mallinckrodt Plc. common stock. The Company, even after admitting, in a private August 2, 2021, letter to BHG, that shareholder rights were protected "subject to the Companies Act 2014 of Ireland and the Memorandum and Articles of Association of Mallinckrodt plc", continued to remain in possession of their illegally infringing shareholder injunction. The Company resorts to the shallow argument that BHG is not willing to endure more harassment in the bankruptcy court, claiming it is "noteworthy" BHG has not forced the Company's fiduciaries' hand to not illegally infringe on shareholder rights they admit are fully protected by, and not to be obstructed under, Irish law and the Company's Articles of Association. It is not the obligation of any shareholders to ensure the legal conduct of Company fiduciaries, as I am utmost sure the Commission will agree.
Electoral Fraud - The Company, at their August 13, 2021, shareholder meeting, committed textbook "electoral fraud" via "intimidation", even according to the broad consensus of Wikipedia.1 While possessing a restraining order that threatened shareholders with an ultimate possible consequence of being jailed (as part of contempt proceedings) if shareholders exercised the shareholder rights that the Company admitted were "subject to" protection, the directors being able to hold any shareholder in contempt of court upon a mere arbitrary labelling as "acting in concert", the Company "solicited" shareholders to exercise those very rights that allowed the directors of the Company to hold shareholders in contempt of court (voting, submitting director nominations, and submitting shareholder proposals), in a textbook booby-trap. BHG wrote the Company's board of directors extensively leading up to the meeting, informing them their restraining order was the Company's directors' fatal tampering and manufacturing of the election outcome before ballots were even sent to shareholders (leaving off, and effectively tossing out, would-be submitted shareholder proposals and director nominations), yet the Company's fiduciaries continued to remain in possession of their illegally-infringing shareholder injunction restricting all Company-admitted shareholder rights, enforceable against any shareholder they wished to hold in contempt of court, even after they admitted in that August 2, 2021, letter to BHG they were aware that shareholder rights were protected and "subject to the Companies Act 2014 of Ireland and the Memorandum and Articles of Association of Mallinckrodt plc". Broadridge, the Company's inspector of elections, was notified of the electoral fraud at hand by BHG (that e-mail annexed as Exhibit A), but refused to recuse themselves from certifying the election, resorting that they would refrain from "opin[ing]" on the matters, even according to Broadridge Inc. Deputy General Counsel Laura Matlin (her response also seen within the e-mail annexed as Exhibit A). Broadridge, very simply, conspired with the Company's directors' to commit "electoral fraud". Reasonable minds already will wonder, as does BHG already, what extra "material benefit" Broadridge received from the Company's directors/management to certify an election they entirely knew to be tampered in a way that was even labeled on Wikipedia as constituting "electoral fraud". BHG was asked by shareholders numerous times whether the exercise of shareholder rights (voting, director nominations, and shareholder proposals) was permitted, when we were required to respond that BHG's counsel advised that the shareholder injunction prohibited all acts of exercising shareholder rights, that the injunction was entirely applicable (due to its extremely broad wording of "any person or entity") against any possible shareholder (leaving them possibly being held in contempt of court). With any other answer to shareholders asking whether or not they were allowed to exercise their shareholder rights, given that the shareholder injunction was enforceable against any possible shareholder, BHG could have been held in contempt - as could have any shareholder - for "instigating" any voting, submission of director nominations, or shareholder proposals. Shareholders also asked BHG (and I have numerous shareholders to testify this is true) if they could nominate myself and others selected by BHG as directors, for which we were required to tell them that such an action, according to our legal counsel, would violate the shareholder injunction, if any shareholder were to engage in such a prohibited action of "nominat[ing]" that the shareholder injunction clearly prohibited, given that "any person or entity" could be arbitrarily labeled as "acting in concert", "directly or indirectly", by the Company's directors. Very simply, the Company's board and management entirely confused and threatened their democratic constituency ("any person or entity") with contempt of court, in the event of exercising democratic rights. Never, in a democracy, should there ever be a restraining order (again, against "any person or entity") prohibiting "elect[ing]", "nominat[ing]", and submitting shareholder proposals, or else you are looking at textbook "electoral fraud" via "intimidation", and this Company's management and board only have themselves to blame for that. Prisoners can even vote in the United States, and this Company's board of directors wished to hold "any person or entity" in contempt of court, if they exercised Company-admitted shareholder rights, merely because this Company's directors wished to hold their board seats (and the Company) hostage. You cannot certify an election where the ballots are prohibited from even being sent in (through a formal shareholder injunction), with a threat of being possibly jailed (as part of contempt proceedings), if a shareholder (remember, "any person or entity") exercises their Company-admitted legally protected rights. If that is truly Broadridge's "faithful execut[ion]" of duties as inspector of elections, the Commission needs to investigate how widespread Broadridge is certifying tampered elections, for which they are putting the integrity of the financial markets entirely at risk. It is then time that corporate election auditors become fully regulated, as much as financial auditors. Certifying election results interfered with in such a way (again, even "electoral fraud", according to Wikipedia) just because Broadridge tallied the received ballots, is the equivalent of Arthur Andersen's "faithful execution" of duties as a financial auditor for Enron, certifying a management-provided balance sheet merely because the assets, minus the liabilities, equaled the stated shareholder's equity line; that is reckless certification and no regard to ethical production of results being put forth for certification, putting it nicely. The financials of Enron were manipulated before Enron management even provided a balance sheet to Arthur Andersen for certification, the same as this Company's board of directors and management already tampered the ballots (leaving off shareholder proposals and director nominations) before the ballots were even sent out, with this Company's directors also taking their electoral tampering one step further and prohibiting "any act" to "elect", "remove", and "replace" directors of the Company, leaving ballots prohibited from being submitted/returned for counting; such interference in results before the votes can even be tallied is uncertifiable results, just the same as Enron's manipulation of their accounting records. Again, numerous shareholders asked BHG if they could submit director nominations, for which we had to tell them we were told no, but that they should seek legal advice, which already sets the stage that shareholders were "intimidated" ("electoral fraud", even according to Wikipedia) from exercising their shareholder rights due to an active shareholder injunction enforceable against, remember, "any person or entity". Broadridge was given an opportunity to put ethics before ill-gotten financial gains, they failed to, and they not only conspired with this Company's directors to commit electoral fraud, but certified the results of the fraud to be legitimate. Broadridge should be held accountable for conspiracy to commit fraud; their actions were reprehensible and entirely damaged the reputation of corporate election integrity in the United States. This is the very case that will cause the investing public to lose faith in the stock market.
1"Electoral Fraud" via "Intimidation": https://en.wikipedia.org/wiki/Electoral_fraud#Intimidation
2 March 10, 2021, initial 10-K filing with the Commission, failing to disclose November 3, 2021, board decision to waive ongoing equity ownership requirements of compensation plan, having already traded on the information 4 months before: https://www.sec.gov/ix?doc=/Archives/edgar/data/1567892/000156789221000011/mnk-20201225.htm
3 April 19, 2021, amended 10-K filing with belated disclosure of November 3, 2021, board decision concealed by insiders for 5 months, after already having traded on the material information only known by insiders: https://www.sec.gov/ix?doc=/Archives/edgar/data/1567892/000156789221000016/mnk-20201225.htm
Directors and Officers having engaged in insider trading on the undisclosed information: Mark C. Trudeau (Largest Offender), Anne C. Whitaker, Kneeland Youngblood, Ian J. Watkins, Russell C. Angus, David R. Carlucci, David Y. Norton, Mark J. Casey (Chief Legal Officer), J. Martin Carroll, and Carlos V. Paya, M.D., Ph.D.
Despite the Company's directors' electoral fraud and forcible attempt to tamper and skew the voting results at the August 13, 2021, annual general meeting of the Company, the board of directors was entirely dismissed in a landslide vote of the shareholders, though shareholders continue to be barred from exercising those Company-admitted shareholder rights to replace the skeleton, interim directors. Within the Company's board-approved proxy statement filing, it was clearly stated that "incumbent directors who do not receive a majority of the votes cast at the Annual General Meeting are not re-elected to the Board, and immediately following the Annual General Meeting, will no longer be members of the Board."4 Despite the Company's directors' acknowledged understanding that dismissed directors would be required to vacate office and would "no longer be members of the board", Joann A. Reed and Carlos V. Paya, as also-dismissed, interim, placeholder directors, continued (and continue) to hold shareholders hostage from exercising their Company-admitted shareholder rights to replace them with "elected" "successors" (as outlined in the Company's proxy statement). Not only did they continue holding shareholders hostage from exercising Company-admitted shareholder rights to replace them, but ran an effectively mirror resolution (for reappointment of incumbent directors to the board) to the initial resolution that resulted in shareholders deciding to dismiss all incumbent directors from office, whereby those interim directors defied/overrode the voting results (the "interests of the Company") and reinstated all fellow, also-dismissed directors back to their seats, through a mere vote of the two also-dismissed, skeleton board members, whom were told that their business judgment was not even trusted enough to remain in office (through being told by shareholders to vacate office). The directors invalidly passed that resolution moments after having ended the shareholder meeting, in a separate follow-on meeting of the directors, because they did not like the answer of shareholders in the shareholder meeting and wished to override the quantified "interests of the Company" through a landslide vote. That is, despite the Company's Articles of Association, § 91, stating that "a Director shall not vote at a meeting of the Directors … on any resolution concerning a matter in which … may conflict with the interests of the Company," when a vote of the full shareholder base to quantitatively affirm the interests of the full voting constituency (the shareholders) would be required to pass such a resolution. Very simply, a resolution just voted on by shareholders, which quantitatively defined the "interests of the Company" were against any directors remaining a part of the board or engaging any further business judgment on behalf of the Company, being ran a second time for a mere vote of the interim directors, because they did not get the voting results (from shareholders, the first time they ran the resolution) they intended to manufacture/produce through their electoral fraud and tampering, more than "may conflict with the interests of the Company". The Company's directors and management intentionally violate rules, laws and demonstrate a firm inability to ethically act as fiduciaries at nearly every junction. It should be noted how confused this Company's directors and lawyers are, given that, after having already admitted shareholder rights are protected and "subject to the Companies Act 2014 of Ireland and the Memorandum and Articles of Association of Mallinckrodt plc", and even after they solicited shareholders to exercise those shareholder rights for the August 13, 2021, shareholder meeting, they refer to shareholders engaging admittedly protected shareholder rights as "unlawful disruption" to their scheme of defrauding every stakeholder in the reorganization (fraudulent statements of financials and liabilities harm every stakeholder, far beyond shareholders). How can the exercise of rights preserved and protected under the laws of Ireland and the Company's corporate governance rules be "unlawful", especially when the Company is soliciting shareholders to engage and exercise those rights? The corrupted lip service of this Company's lawyers, in an attempt to perpetrate the Company's directors' illegal infringing on shareholder rights, that they already admitted are protected under Irish law and the Company's corporate governance documents, is truly astonishing and appalling. Lawyers, as stewards of the law, have an obligation to not assist their clients in illegal conduct, and this Company's lawyers are equally culpable through their perpetration of the fraud and illegal conduct at hand, "acting in concert" far more than the dissident shareholders puzzlingly labeled as "adversaries" by this Company's directors and management, to commit fraud via false statements of financials (again, they get to pick which statements of financials and liability probabilities were false; that is a "pick your poison" situation), conspiring to commit electoral fraud, and otherwise.
4 July 2, 2021, proxy statement, page 11: https://www.sec.gov/Archives/edgar/data/1567892/000119312521207066/d180940ddef14a.htm
Very simply, the Company's board of directors and management, its lawyers at Latham & Watkins and Arthur Cox, Broadridge, and Deloitte & Touche, are all perpetrating numerous instances of fraud (including insider trading of fiduciaries), through collective efforts, and standing behind this utmost corrupt board of directors and management initiating it. This case requires immediate intervention by the Commission, and an example to be made that main street investors will not be exploited in the United States, no matter the issues at hand of a Company (politics must be put aside, as I am sure you all will agree). It also needs to be made an example that those "acting in concert" (to repeat the Company's favorite words) to commit fraud (even election auditors) will be held accountable for putting ill-gotten financial gains ahead of ethics and the law, where it entirely puts the integrity of the financial markets at stake and victimizes public market participants more than the corruptness of this Company's board of directors already has. Before this case entirely destroys the credibility and integrity of United States financial markets, it must be put to a halt, and immediately.
BHG greatly looks forward to immediate intervention by the Commission and is more than willing to assist in any way that we can through that process. BHG believes the Commission will agree with our opinion that it would be utmost wise of the Commission to initiate the immediate collection of hard evidence from all conspirators in the fraud being committed in this case (including evidence as to whether this Company's liabilities contingent on allegations of criminal conduct under the oversight of present leadership, is "probable" or not, as they continue to straddle both sides of that fence), before this Company's directors and management further attempt covering up the truth and work to create as many "versions" of reality as fictitious as their wildly varying statements of financials and liability probabilities.
Very Truly Yours,
Alexander Parker
Senior Managing Director
The Buxton Helmsley Group, Inc.
Parker, Alexander E.
From: |
Matlin, Laura x28087 <Laura.Matlin@broadridge.com> |
Sent: |
Friday, July 16, 2021 9:31 AM |
To: |
Parker, Alexander E. |
Subject: |
FW: Mallinckrodt Plc. 2021 Annual General Meeting - For Urgent Review |
Attachments: |
6B - MNK_directorletter - 6 - Complete.pdf |
Sensitivity: |
Confidential |
Mr. Parker,
This is to confirm we are in receipt of your letter dated July 7, 2021 to Broadridge and the Board of Mallinckrodt Plc. As you note, Broadridge is providing the Inspector of Elections for the meeting in question. The Inspector of Elections has taken an oath to faithfully execute the duties of Inspector of Election with strict impartiality and to the best of her/his abilities. This is limited to determining quorum and counting the votes cast and proxies presented prior to and at the meeting and reporting the results for each proposal on the meeting agenda. Your letter raises issues relating to the relationship of the shareholders and the company that are outside our scope of responsibility and we are not in a position to opine on those matters.
Sincerely, Laura Matlin
Laura Matlin | Interim General Counsel | Broadridge Financial Solutions, Inc.
2 Gateway Center | Newark, NJ 07102 | USA | p +1 201‐714‐8087
broadridge.com
From: Parker, Alexander <alexander.parker@buxtonhelmsley.com>
Sent: Wednesday, July 7, 2021 10:37:02 PM
To: Daly, Richard x25454 <RichDaly@broadridge.com>; Perry, Chris x31449 <Chris.Perry@broadridge.com>; Gokey, Tim x25462 <Tim.Gokey@Broadridge.com>
Subject: Mallinckrodt Plc. 2021 Annual General Meeting ‐ For Urgent Review
EXTERNAL EMAIL |
Messrs. Daly, Perry, and Gokey:
Please see the attached correspondence regarding your involvement in the certification of the Mallinckrodt Plc. (the "Company") 2021 Annual General Meeting, for urgent review. This letter was separately sent to the Company's board of directors and Ireland's Office of the Director of Corporate Enforcement, who already has an open case file on the Company.
If you should have any questions, please feel free to reach out.
Most Sincerely,
Alexander Parker
Alexander E. Parker
Senior Managing Director | The Buxton Helmsley Group, Inc.
As seen in Forbes, Wall Street Journal and American Express publications
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New York Headquarters | Mr. Alexander E. Parker |
1185 Avenue of the Americas, Floor 3 | Senior Managing Director |
New York, N.Y. 10036 | E. alexander.parker@buxtonhelmsley.com |
T. +1 (212) 951-1530 | |
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VIA REGISTERED U.S. POSTAL MAIL AND ELECTRONIC MAIL
richard.daly@broadridge.com; chris.perry@broadridge.com; tim.gokey@broadridge.com; shareholder@broadridge.com; board.directors@mnk.com; info@odce.ie; marian_lynch@odce.ie; xana_mccarthy@odce.ie; suzanne_gunne@odce.ie; ian_drennan@odce.ie;
July 7, 2021
Broadridge, Inc. | Mr. Richard Daly, Executive Chairman |
1155 Long Island Avenue | Mr. Chris Perry, President |
Edgewood, N.Y. 11717 | Mr. Tim Gokey, Chief Executive Officer |
Board of Directors - All Members | Mr. Angus Russell, Chairman |
Mallinckrodt Plc. | Mr. Mark Trudeau, Director |
53 Frontage Road, Shelbourne Building | Mr. David Carlucci, Director |
Hampton, N.J. 08827 | Mr. J. Martin Carroll, Director |
Mr. Paul R. Carter, Director | |
Mr. David Norton, Director | |
Ms. Anne C. Whitaker, Director | |
Ms. Joann Reed, Director | |
Mr. Kneeland Youngblood, Director | |
Mr. Carlos V. Paya, M.D., Ph. D., Director | |
Office of the Director of Corporate Enforcement | Ms. Marian Lynch |
16 Parnell Square | Ms. Xana McCarthy, Investigator |
Dublin 1 | Ms. Suzanne Gunne, Enforcement Lawyer |
D01 W5C2, Ireland | Mr. Ian Drennan, Director of Corporate Enforcement |
Re: Notice of Election Rigging by Directors and Management - Mallinckrodt Plc. (2021 Annual General Meeting)
Broadridge, and Ladies and Gentlemen of the Board:
This letter is primarily being addressed to Broadridge, due to their retention as the trusted inspector of elections for the Mallinckrodt Plc. (the "Company") 2021 Annual General Meeting. This letter is also being sent to Ireland's Office of Director of Corporate Enforcement, to add to their continued, growing investigation case file on the Company. In short, I am absolutely appalled and revolted that you, the board of directors (the "Board") of this Company, would even attempt certification of this election, its proposals, and its possible results as anything even near certifiable or a fair and genuine democratic process initiated by this Board.
While I know you, the Board, are only holding this meeting because you know you are obliged to under the Companies Act of 2014 (the "Act"), § 175 (statutorily mandating annual general meetings be held no further than 15 months apart, with the scheduled August 13, 2021 shareholder meeting being exactly 15 months since the last), I very much doubt that you told Broadridge, at the time you engaged them to hold such an important title as inspector of elections, that you filed for and were granted an actual restraining order (yes, Broadridge, a formal restraining order issued by a court) to allow yourselves (fiduciaries of this Company) to hold all of your dissident shareholders (you lumped the entire dissident shareholder base under the enclosed injunction, as can be seen in the highlighted part of Exhibit A, § 6) in literal contempt of court if they attempt to displace/remove yourselves, submit shareholder proposals to nominate new directors, submit shareholder proposals to remove/dismiss any of you, submit any other matters to be acted on by shareholders, etc.
You, the Board, did not disclose to the court that, after you would attempt to block (and successfully blocked) your entire shareholder base from calling a shareholder meeting (directly your words, "to enjoin the shareholder meeting") because it would cause such "irreparable harm" (again, your words, not mine), that you would then turn around and attempt to hold such a tampered democratic election (much sarcasm) under such iniquitous pretenses and attempt to certify its results as legitimate, once you already made it illegal for your shareholders to displace directors (vote against them), nominate alternatives, etc., rigging the meeting and its election results before it even began. Never have I seen a case where a court has allowed a company to block a shareholder meeting, then allow them to run a rigged election (where shareholders are only legally allowed to vote for directors, and not against them, or otherwise be held in contempt of court) and allow them to falsely certify the election as legitimate re-election of directors. To say your scheme is a sham, is an understatement.
You think you have a certifiable election when you make it illegal for your entire dissenting shareholder base to displace you, with an ultimate possible consequence of having them thrown in jail (as a possible result of being held in contempt of court) if they do? You, our Board, obtained the enclosed/referenced injunctive order in a foreign court (a U.S. court, not versed in Irish law) because it was completely illegal in your country of incorporation (the Act, § 212 explicitly prohibits and deems minority shareholder oppression by the directors to be illegal, with no exception). In Re Colonia Insurance (Ireland) Ltd [2005] 1 IR 497, the High Court of Ireland also explicitly prohibits coercion of stakeholders as part of the origination of and bringing forth a "scheme of arrangement" for potential sanctioning by the High Court of Ireland, making any element of coercion a criterion for immediate disqualification of any such proposed "scheme", yet you continue to spend millions per month on a reorganization attempt you know is already entirely invalid, and then attempt what would be an entirely invalid election to renew your directorships as well... You coerced far beyond The Buxton Helmsley Group, Inc. (hereinafter, "BHG") with your injunctive order, so do not make another desperate claim that your injunctive order was to stop only BHG's actions to "frustrate" your reorganization process that is fraught with violations of Irish law. The fact that you settled on the injunction shows that your claims against BHG were a mere façade of your actual intentions/motives with your "adversary" suit initiated to restrain your entire shareholder base (far beyond BHG). You used BHG as a scapegoat to put forth a hidden agenda. Your goal of coercing and literally restraining all opposing shareholders could not be clearer with your enclosed, purposely vague injunctive order, and especially when you see Section 6 of that injunctive order (again, included as Exhibit A). Your injunctive order against your dissident shareholders covers genuine, lawful acts by the directors, but BHG has the right to speak up about such a dishonest attempt by the Company, its directors, and management, to knowingly attempt the certification of such a completely rigged election. If you hold some sham of an election at this point, do not mislead people that it is some legitimate democratic process, as it is not.
Off the bat, given the restraining order included as Exhibit A, your proposed voting ballot is automatically invalid, since you precluded your shareholders (far beyond just BHG) from including absolutely any proposals (from Exhibit A, § 1(c), prohibiting proposition of "any matters to be acted upon by Mallinckrodt shareholders"). The ballot is completely invalid and uncertifiable, from the start. Then, if you took a vote of the shareholders on the proposals that you did include, it is then further without question that your voting results are (again) uncertifiable, given you have led shareholders to now believe it is illegal to vote against you through your injunctive order coercing your constituency (Exhibit A, § 1(e), prohibiting "any action seeking to remove, replace, nominate, appoint, elect or interfere with the election of any directors or officers of any Debtor"), threatening to ultimately, possibly send any violating shareholders to - again - the actual "clink" (a possible consequence of someone being held in contempt of court). You have incurably influenced your election through irreversible coercion to ensure you retain your positions and have entirely disrupted the democratic processes as such. To represent your attempted "democratic process" of an election now as genuine is absolutely, entirely fallacious. Your influence and coercion is entirely fatal to the legitimacy of any election. As I identify in my last letter to the Board, while you characterized your injunctive order as a "consent" order, "consent" under coercion is not "consent" (again, refer to my example of a streetside robbery) - you are the misleading ones when you represent "consent" under duress as such. Beyond that "consent" issue, you lumped the entire shareholder base under the injunction, yet no other shareholders "consented" to the injunction, yet you have filed with a court that all dissident shareholders (acting in "concert") are covered under the injunction, and so that is now what your shareholders believe (that is, those who even know about the injunction, as shareholders were not properly served a copy of it). It is now too late to make any modification of the order or to attempt clarity, as you have already endlessly confused, frightened, and mislead your shareholder base. You do not think that your shareholders now believe that if they were to somehow vote you out, that you would not initiate litigation against those "adversaries" (how you classified BHG in your "adversary complaint") that voted against you?
I will add, if BHG's established 13D group, and those who are like-minded, but not a part of that official group (yet, acting in "concert", so therefore governed under the enclosed injunctive order), were able to put forth clearer resolutions to be acted upon (given, that the shareholder base of the Company, now an OTC security, is not institutional dominantly, and therefore less sophisticated), you undeniably could get a completely different result. You also could undeniably get a completely different result if those shareholders in BHG's established 13D group, and those who are like-minded, but not a part of that official group (yet, acting in "concert", so therefore governed under the enclosed injunctive order) were not precluded from including a proposal to not only dismiss directors one-by-one, but all directors for cause with immediate replacement as of the time of the shareholder meeting (as BHG originally intended). You have purposely altered/precluded resolutions from being brought forth, and therefore have restricted the voice of your shareholders to undeniably limit the possible results of your "election" in your favor (the fact that shareholders could not submit a proposal to dismiss all directors for cause is proof).
You are in no position to hold absolutely any certified election at all, given your coercion of those whom you have a fiduciary duty to, and active restraining orders against them to ensure you remain in your positions. Even if you lift that injunctive order today, your annual general meeting is invalid, given your restraining order prohibited your entire constituency from including numerous types of proposals, that could have provided clearer avenues to achieving the goals of this shareholder base (if, that is, we were able to voice ourselves, which we have been muzzled from doing). Even if you, our Board, removed the restraining order, and resubmitted a proposed ballot with shareholder proposals you previously precluded from being submitted by shareholders, you still have a completely uncertifiable election, given your already-committed coercion of your constituency, which there is no way to certify will not have skewed voting results thereafter as a result of the fear you have instilled into and the forceful manipulation of those you have a fiduciary duty to. While not being able to hold an annual general meeting will render you in complete violation of the Act, §175, that is no one's fault but your own. Your attempt to hold this annual general meeting with a vote of the shareholders is your further admission that you have no right to strip the rights and voice of your shareholders throughout this reorganization you are attempting, yet you already have with your injunctive order. Again, you have stripped the rights of shareholders far beyond BHG with your injunctive order, so do not claim for one second it was because of your absolutely desperate allegations against BHG for speaking up about your numerous violations of Irish law and our corporate governance rules, and BHG being forced to take matters into their own hands because this Board refused to speak with their shareholders (even before filing your Chapter 11 petition, BHG had communicated with the Board, and received no response). You, our Board, are attempting to enter an election cycle as if you are the leaders of China or North Korea, and I think if you ask the High Court of Ireland or the Office of Director of Corporate Enforcement in Ireland (again, who is already investigating you), you do not have the right to turn this company into such a virtual oligarchy.
Let me be clear that, while you cannot hold an annual general meeting because it would be completely invalid and uncertifiable at this point due to your already committed, incurable violations of Irish law, I am not telling you, the Board, to leave. In fact, BHG and its clients are of the position (now, that you have been so hostile with your shareholders) that we think it would be best you stay in place, as we believe you need to defend your actions before the High Court of Ireland as to what you have done in the United States behind Ireland's back. BHG refuses to make any attempt to displace you (including, voting against directors) before you get your chance to face the "music" that you "composed" at your own free will with your endless, and growing, violations of law and your fiduciary duties. As much as we know the injunctive order in place against shareholders is illegal under the Act, § 212 (prohibiting the oppression of minority shareholder interests/rights, with no exception), we are going to respect the order and abide by it by not voting you out. You have, however, coerced BHG into not speaking with other shareholders (it would be too risky, given the injunction) to inform them that they are not legally allowed to vote against directors, so you kind of shot yourself in the foot there (a way BHG could have helped you stay in place, actually).
BHG sees no other possible option but for the Company to file a motion with the U.S. District of Delaware Bankruptcy Court, to give it some excuse to further flout Irish law (now, the Act, § 175, though there is no exemption/exception, just like the Act's § 212, prohibiting minority shareholder oppression), but we simply cannot rest silent without speaking up (though, after this letter, we have said all that we need to for the remainder of this Chapter 11 case) about this Company's attempt to certify the authenticity of a knowingly deceptive/untrue election, as though its results (and, from the start, its ballot) were not intimately interfered with and manipulated as a result of the Company's already previous flouting of the Act, § 212, and that any results would be certifiable as some genuine, freely democratic process initiated by this Board. It is legally impossible to maintain compliance with the Act, § 175 (requiring democratic annual meetings/elections being held no further than 15 months apart, with no exception), when you already have such incurable violations of the Act, § 212 (explicitly prohibiting the oppression of minority shareholder interests/rights, with no exception). The only reason any of your claims in your "adversary complaint" against BHG even exist, are because of your defiance to merely even speak with your shareholder base, whom you never lose your fiduciary duty to (see Systems Building Services Group Limited [2020], where the High Court of Ireland ruled that directors' fiduciary duties to all stakeholders in the capital structure survive even absolute insolvency).
As a few critical points for the Board (and Broadridge) to be aware of as great issue within your proxy statement filing on Friday, July 2, 2021 (the "Proxy Filing"):
1. You, the Board, admitted guilt in violating our ongoing equity retention requirements, by stating in the Proxy Filing that "on November 3, 2020, the Board of Directors waived compliance with the stock ownership guidelines for the duration of the Chapter 11 Cases." First, you misrepresent those corporate governance rules cited in that sentence from the proxy statement you just filed as a "guideline", when they are not a guideline, but a firm "requirement" in the compensation plan rules you agreed to adhere to. You affirm they are a requirement in the previous sentence, yet you use "guideline" in the next sentence. Those two words are far from the same, and completely contradictory (with completely different meanings), in an attempt to further cover up your mess. You want to talk about an inaccurate and misleading proxy statement? You also do not disclose that not one director or officer was compliant with those ongoing equity retention "requirements" as of the time of Chapter 11 filing (October 12, 2020, which is nearly a month before you "waived" your obligations), and far before that for nearly all of you. You did all the work in proving that violation yourselves, with an explicit, textual admission. Just when I do not think you could dig your hole deeper, you do it yet again. Shareholders would, further, likely think quite differently of you if they had the whole story, that not one of you were in compliance with those "requirements" well before you "waived" them for your personal convenience (very few non-institutional investors know what a Form 4 is, let alone how to read one, and you all are preying on that).
2. You do not disclose in the Proxy Filing that numerous types of shareholder proposals were precluded from being included as a result of the injunctive order against your entire dissident shareholder base (you made it clear you would have served any shareholder with that order if they attempted to include a proposal, such as dismissing all directors for cause, to replace them at the shareholder meeting, with your reliance on Exhibit A, § 6). You, further, do not even disclose the injunctive order itself, that it even exists, and its possible effects on the outcome of any election being had.
3. You state on page 23 of the Proxy Filing that "as provided in its charter, the Governance and Compliance Committee will consider nominations submitted by shareholders". Are you joking? You made it very clear you would not be accepting any proposals of nominations by any shareholder in the injunctive order (see Exhibit A, § 1(e), prohibiting "any action seeking to remove, replace, nominate, appoint, elect or interfere with the election of any directors or officers of any Debtor"), and would (with your injunctive order) hold shareholders in actual contempt of court if they submit nominations. You, therefore, admit guilt in breaching our corporate charter.
4. On page 26 of the Proxy Filing, you state that "the Mallinckrodt Guide to Business Conduct prohibits any employee from retaliating against anyone for raising or helping to resolve an integrity question". Again, are you joking? You literally sued BHG for raising integrity questions, that you not only did not resolve, but refused to (and still refuse) to answer. Not only did you sue BHG, but you labeled us an "adversary" for raising such issues/questions, when you are our elected fiduciaries that are legally obligated to report to us. You do not disclose in the Proxy Filing that you breached your "Guide to Business Conduct" by suing those raising integrity questions. Now, we are raising a major concern of integrity of this election (the ultimate pillar of the integrity of a democracy), yet - let me guess - you will retaliate again, in total violation of the "Guide to Business Conduct" you cited in the proxy statement? I am not voting against your directors because I am not allowed to (no matter how illegal it is to bar me from doing so, under Irish law), but I can speak up that this election cannot be falsely certified as legitimate, as it is not.
5. On page 66 of the Proxy Filing, the Company states that "we are not aware of any reason why any of the nominees will not be able to serve if elected". Do I need to ask, again, are you joking? Perhaps, they will not be able to serve, because you are attempting to run an inherently rigged, and therefore invalid, election. Further, maybe they will not be able to serve because they will be disqualified as a result of oppressing their entire minority shareholder base in complete violation of the Act, § 212 (prohibiting "powers of the directors … being exercised in a manner oppressive to … any of the members)? And there are numerous other reasons. But, guess what… you do not disclose them.
This letter will be filed with the High Court of Ireland as evidence when the company opens a case there to attempt entering the Irish examinership process and/or approval of their completely invalid and illegal "scheme of arrangement".
Very Truly Yours,
Alexander Parker
Senior Managing Director
The Buxton Helmsley Group, Inc.
New York Headquarters | Mr. Alexander E. Parker |
1185 Avenue of the Americas, Floor 3 | Senior Managing Director |
New York, N.Y. 10036 | E. alexander.parker@buxtonhelmsley.com |
T. +1 (212) 951-1530 | |
F. +1 (212) 641-4349 |
VIA REGISTERED U.S. POSTAL MAIL & ELECTRONIC MAIL
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October 22, 2021
Former Directors - All Members | Ms. Joann Reed, Interim Director |
Mallinckrodt Plc. | Mr. Carlos V. Paya, M.D., Ph. D., Interim Director |
53 Frontage Road, Shelbourne Building | Mr. Angus Russell, Former Chairman |
Hampton, N.J. 08827 | Mr. J. Martin Carroll, Former Director |
Mr. Paul R. Carter, Former Director | |
Mr. David Norton, Former Director | |
Ms. Anne C. Whitaker, Former Director | |
Mr. Mark Trudeau, Former Director | |
Mr. Kneeland Youngblood, Former Director | |
Mr. David Carlucci, Former Director | |
Ms. Stephanie Miller, Corporate Secretary | |
U.S. Securities and Exchange Commission | Mr. Gary Gensler, Chairman |
100 F Street, NE | Ms. Allison Herren Lee, Commissioner |
Washington, D.C. 20549 | Ms. Hester M. Peirce, Commissioner |
Mr. Elad L. Roisman, Commissioner | |
Ms. Caroline Crenshaw, Commissioner | |
Office of the Director of Corporate Enforcement | Ms. Marian Lynch |
16 Parnell Square | Ms. Xana McCarthy, Investigator |
Dublin 1 | Ms. Suzanne Gunne, Enforcement Lawyer |
D01 W5C2, Ireland | Mr. Ian Drennan, Director of Corporate Enforcement |
Attn: Office of the Whistleblower
ENF-CPU (U.S. Securities & Exchange Commission)
14420 Albemarle Point Place, Suite 102
Chantilly, VA 20151-1750
Re: Board of Director E-Mail Account (Rejection of Inbound Correspondence) - Mallinckrodt Plc.
Dear Dismissed Board of Directors and Ms. Miller:
This letter will be my shortest to you yet, which I am sure you will appreciate - that is if you receive it, since you have apparently strategically began rejecting incoming e-mails to the board of directors' e-mail address (board.directors@mnk.com). I am including a copy of the first "undeliverable" response below (received on Friday, October 15, 2021), then a copy of the second "undeliverable" response, received after re-attempting to send an e-mail to the address five business days thereafter (1:34pm Eastern Time, on Friday, October 22, 2021). Immediately after the first "undeliverable" message on October 15, 2021, I directly notified Ms. Stephanie Miller, Corporate Secretary of Mallinckrodt Plc., of the board of directors' e-mail account rejecting messages. We have given you an entire week to resolve the rejection of all e-mail messages. If this were the e-mail account of Mark Trudeau, you would have fixed it within minutes, I am utmost sure. One can wonder how many other e-mails to the board of directors you are very apparently strategically rejecting, in a further move of calculated denial. You are, even further, obstructing Irish law and your fiduciary duties, by refusing to receive communications at a point of contact/address which you publicly deem acceptable and have instructed investors is permittable to rely on, which could trigger certain obligations as part of your fiduciary duties. BHG has tried to send from multiple other external addresses as well, so you do not get that excuse either. If you do not want to hear from those whom you have a fiduciary duty to, that is quite the cue you are not fit for the job, but we all know you want to continue on this gravy train.
First, you do not answer investor messages. Then, you sue investors for sending the messages. Then, you strategically cover the mail slot for receiving the messages. See no evil, hear no evil, speak no evil, right? Very crafty. Fix your e-mail.
Very Truly Yours,
Alexander Parker
Senior Managing Director
The Buxton Helmsley Group, Inc.
Parker, Alexander E | ||
From: | Mail Delivery Subsystem <MAILER-DAEMON@mx0b-006ba101.pphosted.com> | |
To: | board.directors@mnk.com | |
Sent: | Friday, October 15, 2021 11:59 AM | |
Subject: | Undeliverable: Re: September 17, 2021, Response Letter – “Mallinckrodt Plc. and The Buxton Helmsley Group, Inc.” |
The original message was received at Fri, 15 Oct 2021 10:59:13 ‐0500 from m0279234.ppops.net [127.0.0.1]
‐‐‐‐‐ The following addresses had permanent fatal errors ‐‐‐‐‐ <board.directors@mnk.com>
(reason: 554 5.4.14 Hop count exceeded ‐ possible mail loop ATTR1 [BN8NAM12FT025.eop‐
nam12.prod.protection.outlook.com])
‐‐‐‐‐ Transcript of session follows ‐‐‐‐‐ ... while talking to cloudmnk.mail.protection.outlook.com.:
>>> DATA
<<< 554 5.4.14 Hop count exceeded ‐ possible mail loop ATTR1 [BN8NAM12FT025.eop‐
nam12.prod.protection.outlook.com]
554 5.0.0 Service unavailable
Parker, Alexander E | ||
From: | Mail Delivery Subsystem <MAILER-DAEMON@mx0b-006ba101.pphosted.com> | |
To: | board.directors@mnk.com | |
Sent: | Friday, October 22, 2021 1:35 PM | |
Subject: | Undeliverable: Re: September 17, 2021, Response Letter – “Mallinckrodt Plc. and The Buxton Helmsley Group, Inc.” |
The original message was received at Fri, 22 Oct 2021 12:35:27 ‐0500 from m0279235.ppops.net [127.0.0.1]
‐‐‐‐‐ The following addresses had permanent fatal errors ‐‐‐‐‐ <board.directors@mnk.com>
(reason: 554 5.4.14 Hop count exceeded ‐ possible mail loop ATTR1 [BN8NAM12FT053.eop‐
nam12.prod.protection.outlook.com])
‐‐‐‐‐ Transcript of session follows ‐‐‐‐‐ ... while talking to cloudmnk.mail.protection.outlook.com.:
>>> DATA
<<< 554 5.4.14 Hop count exceeded ‐ possible mail loop ATTR1 [BN8NAM12FT053.eop‐
nam12.prod.protection.outlook.com]
554 5.0.0 Service unavailable