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. 8)*
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) |
November 5, 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 | ||
1,951,805 | |||
9 | SOLE DISPOSITIVE POWER | ||
0 | |||
10 | SHARED DISPOSITIVE POWER | ||
1,951,805 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
1,951,805 | |||
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) | ||
2.3%1 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
HC, CO | |||
__________________
1 Based upon 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 | ||
1,951,805 | |||
9 | SOLE DISPOSITIVE POWER | ||
0 | |||
10 | SHARED DISPOSITIVE POWER | ||
1,951,805 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
1,951,805 | |||
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) | ||
2.3%2 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
CO, IA | |||
__________________
2 Based upon 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 | ||
1,951,805 | |||
9 | SOLE DISPOSITIVE POWER | ||
0 | |||
10 | SHARED DISPOSITIVE POWER | ||
1,951,805 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
1,951,805 | |||
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) | ||
2.3%3 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
HC, IN | |||
__________________
3 Based upon 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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) |
||
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 | |
180,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
180,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
180,000 | |||
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%18 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
18 Based upon 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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) |
||
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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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) |
||
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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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) |
||
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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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) |
||
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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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) |
||
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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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) |
||
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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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) |
||
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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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) |
||
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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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) |
||
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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2021.
|
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 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2021.
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This Amendment No. 8 to Schedule 13D ("Amendment No. 8") 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. 8 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 8 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 James Paul Carey 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 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
|
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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:
548,354Funds 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 548,354 Shares of the Issuer in open market purchases during the sixty (60) days preceding this amendment, for a total of $108,196.70. 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, 6,519,054 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 November 5, 2021, the Reporting Persons sent a letter via email (the "November 5, 2021, Letter to the Issuer") to the Issuer. The November 5, 2021, Letter to the Issuer, is filed herewith as Exhibit 99.2 to the Amendment No. 8.
On November 5, 2021, the Reporting Persons sent a letter via email (the "November 5, 2021, Letter to the Issuer's Counsel") to the Issuer. The November 5, 2021, Letter to the Issuer's Counsel, is filed herewith as Exhibit 99.3 to the Amendment No. 8.
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 99.4 to the Amendment No. 8.
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 99.5 to the Amendment No. 8.
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 99.6 to the Amendment No. 8.
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 99.7 to the Amendment No. 8.
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 99.8 to the Amendment No. 8.
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 99.9 to the Amendment No. 8.
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 99.10 to the Amendment No. 8.
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 99.11 to the Amendment No. 8.
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 99.12 to the Amendment No. 8.
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 99.13 to the Amendment No. 8.
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 99.14 to the Amendment No. 8.
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 1,951,805 Shares of the Issuer, or a 2.3% 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 6,519,054 Shares or a 7.7% 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 1,951,805 Shares. Buxton has the shared power to vote or direct the vote over 1,951,805 Shares. Parker has the shared power to vote or direct the vote over 1,951,805 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 1,951,805 Shares. Buxton has the shared power to dispose or to direct the direct the disposition of 1,951,805 Shares. Parker has the shared power to dispose or to direct the direct the disposition of 1,951,805 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 November 4, 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 | 2021-10-25 | 4000 | 0.193 |
Buxton | 2021-10-25 | 1000 | 0.191 |
Buxton | 2021-10-25 | 5000 | 0.188 |
Buxton | 2021-10-25 | 5000 | 0.188 |
Buxton | 2021-10-25 | 10000 | 0.199 |
Buxton | 2021-10-25 | 5000 | 0.193 |
Buxton | 2021-10-25 | 5000 | 0.199 |
Buxton | 2021-10-25 | 10000 | 0.199 |
Buxton | 2021-10-25 | 5000 | 0.19 |
Buxton | 2021-10-25 | 10000 | 0.189 |
Buxton | 2021-10-25 | 30000 | 0.19 |
Buxton | 2021-10-22 | 52000 | 0.1919 |
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 |
(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 |
James Paul Carey | 881 Southerford Avenue, Dayton, OH 45429 |
Patent Lawyer at Mane, Inc. |
USA |
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 |
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 |
James Paul Carey | 180,000 | 0.2% | 180,000 | 0 | 180,000 | 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 |
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 | November 5, 2021 | |
Name: | Alexander E. Parker | ||
Title: | Director | ||
THE BUXTON HELMSLEY GROUP, INC. | |||
By: | /s/ Alexander E. Parker | November 5, 2021 | |
Name: | Alexander E. Parker | ||
Title: | Senior Managing Director | ||
ALEXANDER E. PARKER | |||
By: | /s/ Alexander E. Parker | November 5, 2021 | |
Name: | Alexander E. Parker | ||
VALERII MANSUROV | |||
By: | */s/ Valerii Mansurov | November 5, 2021 | |
Name: | Valerii Mansurov | ||
VLADIMIR KOVALENKO | |||
By: | */s/ Vladimir Kovalenko | November 5, 2021 | |
Name: | Vladimir Kovalenko | ||
THOMAS GITTER | |||
By: | */s/ Thomas Gitter | November 5, 2021 | |
Name: | Thomas Gitter | ||
KHARKOV ALEKSANDR SERGEEVICH | |||
By: | */s/ Kharkov Aleksandr Sergeevich | November 5, 2021 | |
Name: | Kharkov Aleksandr Sergeevich | ||
ELENA TSYGANKOVA | |||
By: | */s/ Elena Tsygankova | November 5, 2021 | |
Name: | Elena Tsygankova | ||
VLADISLAV DIKII | |||
By: | */s/ Vladislav Dikii | November 5, 2021 | |
Name: | Vladislav Dikii | ||
DANILIUK KIRILL VLADIMIROVICH | |||
By: | */s/ Daniliuk Kirill Vladimirovich | November 5, 2021 | |
Name: | Daniliuk Kirill Vladimirovich | ||
JAMES PAUL CAREY | |||
By: | */s/ James Paul Carey | November 5, 2021 | |
Name: | James Paul Carey | ||
ROMAN DONTSOV VALENTINOVICH | |||
By: | */s/ Roman Dontsov Valentinovich | November 5, 2021 | |
Name: | Roman Dontsov Valentinovich | ||
ALEXEY EVGENEEVICH ILINYKH | |||
By: | */s/ Alexey Evgeneevich Ilinykh | November 5, 2021 | |
Name: | Alexey Evgeneevich Ilinykh | ||
ALEXEY ISAEV | |||
By: | */s/ Alexey Isaev | November 5, 2021 | |
Name: | Alexey Isaev | ||
ALEXANDER KOCH | |||
By: | */s/ Alexander Koch | November 5, 2021 | |
Name: | Alexander Koch | ||
JAMES JONATHAN JOSEY | |||
By: | */s/ James Jonathan Josey | November 5, 2021 | |
Name: | James Jonathan Josey | ||
PRADEEP VASUDEVA KADAMBI | |||
By: | */s/ Pradeep Vasudeva Kadambi | November 5, 2021 | |
Name: | Pradeep Vasudeva Kadambi | ||
KIMBERLY TULLY | |||
By: | */s/ Kimberly Tully | November 5, 2021 | |
Name: | Kimberly Tully | ||
EDGARD GAFUROV | |||
By: | */s/ Edgard Gafurov | November 5, 2021 | |
Name: | Edgard Gafurov | ||
JOAN I. BARRY REVOCABLE TRUST (DTD. 12/13/13) | |||
By: | */s/ Janice J. O'Connor | November 5, 2021 | |
Name: | Janice J. O'Connor | ||
Title: | Co-Trustee | ||
ZAVOLOZHIN SERGEY VLADIMIROVICH | |||
By: | */s/ Zavolozhin Sergey Vladimirovich | November 5, 2021 | |
Name: | Zavolozhin Sergey Vladimirovich | ||
JANICE J. O'CONNOR | |||
By: | */s/ Janice J. O'Connor | November 5, 2021 | |
Name: | Janice J. O'Connor | ||
YUSHENKOVA OLGA PETROVNA | |||
By: | */s/ Yushenkova Olga Petrovna | November 5, 2021 | |
Name: | Yushenkova Olga Petrovna | ||
VANIK PETROSIAN | |||
By: | */s/ Vanik Petrosian | November 5, 2021 | |
Name: | Vanik Petrosian | ||
RICHARD BARRY | |||
By: | */s/ Richard Barry | November 5, 2021 | |
Name: | Richard Barry | ||
VICTOR VIKTOROVICH BORODAENKO | |||
By: | */s/ Victor Viktorovich Borodaenko | November 5, 2021 | |
Name: | Victor Viktorovich Borodaenko | ||
IGOR GNATIV | |||
By: | */s/ Igor Gnativ | November 5, 2021 | |
Name: | Igor Gnativ | ||
CARLEEN WALSH | |||
By: | */s/ Carleen Walsh | November 5, 2021 | |
Name: | Carleen Walsh | ||
MARY DUNNE | |||
By: | */s/ Mary Dunne | November 5, 2021 | |
Name: | Mary Dunne | ||
ALEKSANDR ALEKSANDROVICH MOROZOV | |||
By: | */s/ Aleksandr Aleksandrovich Morozov | November 5, 2021 | |
Name: | Aleksandr Aleksandrovich Morozov | ||
ANDREW GRUBER | |||
By: | */s/ Andrew Gruber | November 5, 2021 | |
Name: | Andrew Gruber | ||
DENIS BAYKIN | |||
By: | */s/ Denis Baykin | November 5, 2021 | |
Name: | Denis Baykin | ||
RYZHOV EVGENII NIKOLAEVICH | |||
By: | */s/ Ryzhov Evgenii Nikolaevich | November 5, 2021 | |
Name: | Ryzhov Evgenii Nikolaevich | ||
CHRIS TICHENOR | |||
By: | */s/ Chris Tichenor | November 5, 2021 | |
Name: | Chris Tichenor | ||
VICTOR PARDO | |||
By: | */s/ Victor Pardo | November 5, 2021 | |
Name: | Victor Pardo | ||
OKSANA DMITRIEVNA TROFIMOVA | |||
By: | */s/ Oksana Dmitrievna Trofimova | November 5, 2021 | |
Name: | Oksana Dmitrievna Trofimova | ||
ALEKSEI GUDZ | |||
By: | */s/ Aleksei Gudz | November 5, 2021 | |
Name: | Aleksei Gudz | ||
ALEX PETER WOUNLUND | |||
By: | */s/ Alex Peter Wounlund | November 5, 2021 | |
Name: | Alex Peter Wounlund | ||
PETR HOFEREK | |||
By: | */s/ Petr Hoferek | November 5, 2021 | |
Name: | Petr Hoferek | ||
JOHN V. BARRY REVOCABLE TRUST (DTD. 12/13/13) | |||
By: | */s/ Janice J. O'Connor | November 5, 2021 | |
Name: | Janice J. O'Connor | ||
Title: | Co-Trustee | ||
NEPIYVODA KIRILL NIKOLAEVICH | |||
By: | */s/ Nepiyvoda Kirill Nikolaevich | November 5, 2021 | |
Name: | Nepiyvoda Kirill Nikolaevich | ||
ALEKSEI CHERNYSHEV | |||
By: | */s/ Aleksei Chernyshev | November 5, 2021 | |
Name: | Aleksei Chernyshev | ||
ISRAEL LARRONDO | |||
By: | */s/ Israel Larrondo | November 5, 2021 | |
Name: | Israel Larrondo | ||
DAVID LAMB | |||
By: | */s/ David Lamb | November 5, 2021 | |
Name: | David Lamb | ||
*By: | /s/ Alexander E. Parker | November 5, 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 | ||
JAMES PAUL CAREY | |||
By: | /s/ James Paul Carey | August 2, 2021 | |
Name: | James Paul Carey | ||
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 | ||
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; stephanie.miller@mallinckrodt.com; joann.reed@mallinckrodt.com; carlos.paya@mallinckrodt.com; angus.russell@mallinckrodt.com; martin.carroll@mallinckrodt.com; paul.carter@mallinckrodt.com; david.norton@mallinckrodt.com; anne.whitaker@mallinckrodt.com; kne eland.youngblood@mallinckrodt.com; david.carlucci@mallinckrodt.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;
|
November 5, 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 |
Attn: Office of the Whistleblower
ENF-CPU (U.S. Securities & Exchange Commission)
14420 Albemarle Point Place, Suite 102
Chantilly, VA 20151-1750
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 |
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: |
November 3, 2021, Resignation of Ms. Kathy Schaefer, Senior Vice President of Finance - Mallinckrodt Plc. |
Ladies and Gentlemen of the Dismissed Board of Directors (the "Dismissed Board"):
This letter is being sent to the Dismissed Board in response to the resignation of Ms. Kathy Schaefer, Senior Vice President, Finance at Mallinckrodt Plc. (the "Company"). How shocking (much sarcasm) that your Senior Vice President of Finance would resign just days after an open letter to the U.S. Securities and Exchange Commission detailing all of your accounting fraud (along with all of your other instances of fraud, whether securities fraud, bankruptcy fraud, or otherwise, depending what we want to focus on), all the way down to the very FASB ASC topics that you are willfully violating… You could not wreak of more guilt and culpability when you explicitly profess her resignation had nothing to do with (again, much sarcasm) "any disagreement with the Company's independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure or internal controls."1 When your Senior Vice President of Finance walks out days after you are publicly pegged on accounting fraud, such a purposeful attempt to proclaim innocence carries about as much weight as telling someone that your carrying an umbrella has nothing to do with the rain - you look ever so guilty, even more than before. I will add, if Ms. Schaefer's departure was staged to act as though you are doing something about the fraud, you all are still just as guilty of accounting fraud, as you all still continue peddling multiple statements of financials (they cannot all be true, and the liabilities are either "probable", or they are not, and you are either guilty, or you are not - you get one choice, and one story); the story of accounting fraud has not changed with Ms. Schaefer's departure from the Company. Further, this management continues signing off on and certifying false financial statements (again, which one is true?), and this Dismissed Board and Deloitte & Touche continue to complicitly stand by as this Company's management is continuing the peddling of multiple statements of financials. Again, you get one statement of financials, and one statement only; you do not get to dole out one of multiple statements of financials in your repertoire based on your agenda at the moment. This Dismissed Board and management are continuing to conspire in accounting fraud via false statements of financials, even as of the 10-Q filed on November 2, 2021. The fraud must run very deep to cause Ms. Schaefer's departure. I would say she is utmost wise to jump ship before this all comes to a head. What is most shocking of all is that every single one of you (of the Dismissed Board) are apparently willfully continuing to conspire in the fraud along with this remaining management. You have been on formal notice of this fraud for months, knew of the supposed (major emphasis on "supposed", as BHG does not buy your story one bit) "hopeless" probability of the liabilities all along as you were negotiating a restructuring (conveniently including a MIP, for which you refuse to exclude/bar yourselves from benefiting from), Mr. Reasons (with Mr. Trudeau, this entire Dismissed Board, and Deloitte & Touch standing by) continues to sign off on financial statements, certifying that contingent liabilities being claimed as part of "hopeless insolvency" do not even meet a standard of being "probable" enough to be accrued in the accounting records of the Company, pursuant to FASB ASC topic 450-20-25-2 (i.e., you all claiming you are not guilty in the underlying allegations involving Medicare fraud and other criminal conduct alleged to have occurred under the oversight of your leadership, whether intentionally or due to neglect as a fiduciary).
__________________________
1 November 3, 2021, 8-K filing with the U.S. Securities and Exchange Commission, announcing the resignation of Ms. Kathy Schaefer: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001567892/000119312521318484/d239732d8k.htm
Mr. Reasons is still conspiring in accounting fraud (either signing off on false financial statements with the Commission, or standing behind false statements of liabilities/financials being submitted to the U.S. bankruptcy court) and this Dismissed Board still continues to employ him (and Mr. Trudeau, for that matter), conspiring just as much as this entire management. Beyond that, this Dismissed Board and management still has imprisonable statutory violations of the Companies Act of 2014, including its §§ 717 and 1111 (for which, your category 2 offenses under § 717 are entirely incurable), for which your Irish counsel has dug your hole even deeper with each letter they send to BHG (you should tell them to cease their responses, and I tell you that for your own good - believe it or not, I actually do not have any agenda with ill intentions towards any of you, having hoped at least one of you would become rationale sometime much sooner than committing so many imprisonable offenses, which BHG is required to report, and far before your Senior Vice President of Finance resigned upon being so publicly called out and pegged on accounting fraud). Your own counsel is fueling this Company's Dismissed Board and management's peddling multiple statements of financials even more (also doing so themselves, as legal counsel, in letters on your behalf), and apparently have as much of a grip on Irish company law as this Company does its solvency, with such hypocritical opinions of the Companies Act of 2014, even within single paragraphs of individual letters (take a look at the letter sent to Arthur Cox, sent simultaneous to this letter to the Dismissed Board). No hush payments can fix these issues, and you will be even further in trouble if you have given, or do give, any hush payments to Ms. Schaefer to attempt keeping her lips sealed, further misappropriating assets, to further perpetrate your fraud of numerous instances and types. This Dismissed Board is continuing to employ corporate officers who are knowingly producing and/or standing by false statements of financials, so, if this Dismissed Board decided to stage Ms. Schaefer's "agree[ing] to leave" to illustrate you did something in response to BHG's pinning this Company to the wall over accounting fraud, try again; you all are culpable, through and through, and still producing false statements of financials, one way or another, under your leadership. Your ever so calculated denial, as much as your continued rejection of inbound correspondence at the board of directors' e-mail address, is not an excuse to continue perpetrating every instance of fraud you have engaged in, and are actively engaging in and standing by, just as complicitly as those more actively involved; the buck stops at this Dismissed Board.
Still do not want to talk about your insider trading of this Dismissed Board and management common stock on undisclosed information either, do you (for which you also fraudulently omitted that information from disclosure in the bankruptcy court during equity committee hearings, too)? How interesting… Almost as interesting as the testimonies coming out of the U.S. Bankruptcy Court during confirmation hearings already, such as how much your independent "valuation experts" are puppets to this management and board. If they are such "valuation experts", then why does this Dismissed Board and management have to tell them how to do their job, other than if you want to fabricate and fix those valuation numbers as much as your statements of financials (again, I will let you pick which statements are false - they cannot all be true)? Are you guilty in Medicare fraud under your oversight, along with the other criminal allegations, or not? Those liabilities are binary, and years of prison are carried if you fraudulently concealed your guilt in the matters (take a good hard look at the Companies Act of 2014, § 717, as you violated it multiple times over, by your present story in the U.S. Bankruptcy Court).
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
stephen.ranalow@arthurcox.com; board.directors@mnk.com; corporate.secretary@mnk.com; stephanie.miller@mallinckrodt.com; joann.reed@mallinckrodt.com; carlos.paya@mallinckrodt.com; angus.russell@mallinckrodt.com; martin.carroll@mallinckrodt.com; paul.carter@mallinckrodt.com; david.norton@mallinckrodt.com; anne.whitaker@mallinckrodt.com; kneeland.youngblood@mallinckrodt.com; david.carlucci@mallinckrodt.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; chair@sec.gov; commissionerlee@sec.gov; commissionerpeirce@sec.gov; commissionerroisman@sec.gov; commissionercrenshaw@sec.gov;
|
November 5, 2021 |
Mr. Stephen Ranalow |
|
Arthur Cox LLP |
|
Ten Earlsfort Terrace |
|
Dublin 2 |
|
D02 T380 |
|
Ireland |
|
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 |
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Mr. Paul R. Carter, Former Director |
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Mr. David Norton, Former Director |
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Ms. Anne C. Whitaker, Former Director |
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Mr. Mark Trudeau, Former Director |
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Mr. Kneeland Youngblood, Former Director |
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Mr. David Carlucci, Former Director |
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 |
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Mr. Elad L. Roisman, Commissioner |
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Ms. Caroline Crenshaw, Commissioner |
Attn: Office of the Whistleblower
ENF-CPU (U.S. Securities & Exchange Commission)
14420 Albemarle Point Place, Suite 102
Chantilly, VA 20151-1750
Attn: Ms. Jane M. Leamy
Office of the United States Trustee
U.S. Department of Justice
844 King Street, Suite 2207
Wilmington, DE 19801
Office of the Director of Corporate Enforcement |
Ms. Marian Lynch |
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16 Parnell Square |
Ms. Xana McCarthy, Investigator |
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Dublin 1 |
Ms. Suzanne Gunne, Enforcement Lawyer |
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D01 W5C2, Ireland |
Mr. Ian Drennan, Director of Corporate Enforcement |
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Re: |
November 2, 2021, Response Letter - "Mallinckrodt Plc. and The Buxton Helmsley Group, Inc." |
Mr. Ranalow:
We refer to your letter regarding Mallinckrodt Plc. (the "Company"), addressed to The Buxton Helmsley Group, Inc. ("BHG"), dated November 2, 2021.
I will reiterate, since the Company and its counsel so hollowly have alleged violation of the shareholder injunction in the past (yet, privately instructing us to exercise shareholder rights that are strictly prohibited in the order), that BHG (and all shareholders) will not take any action during U.S. proceedings, other than noticing you and proper authorities of every instance of fraud and illegal conduct this Company's entirely dismissed board of dictators (they could not be further from democratic directors) and management are committing, along with to the press, as is our right. In re Glik v. Cunniffe (1st Cir. 2009) ("[C]hanges in technology and society have made the lines between private citizen and journalist exceedingly difficult to draw. … news stories are now just as likely to be broken by a blogger at her computer as a reporter at a major newspaper. Such developments make clear why the news-gathering protections of the First Amendment cannot turn on professional credentials or status.") We will let you get through U.S. proceedings at the pace you wish and will not slow you down (remember that you told BHG not to engage in "disruption", threatening shareholders with contempt of court even for exercising Company-admitted, legally protected shareholder rights, when you attempt to ever-hypocritically claim, during future Irish High Court proceedings, that BHG did not advocate enough in the present U.S. proceedings, as we all know is coming). You cannot tell someone to sit down and shut up, then tell them they should have taken a stand and spoken louder. We have already put all violations and objections on the record during U.S. proceedings, to reserve our rights, and if the U.S. Bankruptcy Court chooses to overlook such misconduct, fraud, and violations of both domestic and foreign law, so be it. Oversight of violations of foreign (Irish) law by the United States, whether intentional or not (due to lack of disclosure of that foreign, Irish law on the part of this Company, at the time of deciding on relevant matters), will not hurt the United States to undermine that foreign law (again, due to lack of initial disclosure by this Company), but it would be true "irreparable harm" (this board and management's favorite words) to Ireland, were their country of incorporation to reward this Company's board and management for their acts on any level, including even a simple reward of approving an unauthorized application into examinership, in violation of both the Company's Articles of Association, § 91, and the Companies Act of 2014, § 1111 (along with all other undisclosed, violated statutes during this Company's vacation from Irish law during U.S. proceedings). This Company's culpability in BHG's allegations is ever apparent, given you chose to (and continue to choose to) respond to BHG's formal objection to the Company's plan, not in a docketed reply to the objection, but in a private letter so that it would not be seen by other parties, or the judge. BHG finds that ever noteworthy.
Yet again, in this new November 2, 2021, letter, too, you choose to sweepingly reject claims, with no substantiation, then complain that BHG provided too much substantiation (interesting…). The only reason BHG's letter was any length, was because BHG chooses to rebut each of your points made, with substance, and not a blanket, hollow rejection, whereas you simply refuse to rebut. This Company then must not have any valid rebuttal to BHG's arguments, as is made apparent since it took 17 days to compose a letter a fraction of the length of your September 17, 2021, letter, composed and sent in only two days.
Very briefly, we will cover your points, in the order of your November 2, 2021, response letter:
1. I think you need to refresh yourself that directors are "service" providers to those who are empowered to elect/terminate them, due to shareholders having the ultimate incentive to maximize the Company's value, even according to the Company's Articles of Association, § 82. Again, those "service" providers are not allowed to run resolutions counter to the concretely quantified interests (via a formal vote) of the ultimate voting constituency in this democracy; the shareholders. Such a resolution more than "may conflict with the interests of the Company", which would require the recusal of directors from voting themselves on such a knowingly conflicting resolution, and would then require a formal vote on such a resolution, by the ultimate voting constituency (the shareholders), pursuant to the Company's Articles of Association, § 91. I do not know how many times I must reiterate (it is crystal clear) that the Companies Act of 2014, § 212, also prohibits the oppression of minority shareholders, which is indisputably occurring with a formal restraining order against "any person or entity" which the directors of the Company wish to prejudicially retaliate against for exercising Company-admitted shareholder rights "subject to the Companies Act of 2014 and Articles of Association". Further, when a company's directors' interests conflict with that of those who select the "service" providers, so much that those with the ultimate incentive to maximize the value of the Company (which could include directors, if they were material shareholders, but not in this case) choose to terminate those "service" providers, that means they are told to "vacate office" (as this board admitted they understood, in the Company's July 2, 2021, proxy statement filing) and that they are not trusted, nor approved, to engage any further business judgment, and are to be "replaced" (and allow for their replacement), pursuant to the Company's
Articles of Association, § 81. With being terminated from engaging further business judgment (being told they are to "vacate office"), being terminated "service" providers, they are then not allowed to run any further resolutions, other than to facilitate/allow their "replace[ment]", as is their obligation under - again - the Company's Articles of Association, § 81. Those terminated, dismissed, mere "service" providers comprising of the skeleton board, also "are not entitled to appoint alternate directors", as explicitly prohibited in the Company's Articles of Association, § 105. Directors, as dismissed, terminated "service" providers, are not allowed to override the voting results in this democracy; that is stark minority shareholder oppression, as prohibited by the Companies Act of 2014, § 212, and such a resolution to override voting results is also in stark violation of the
Company's Articles of Association, § 91, with a duty to heed to the voting results of those whom elected those "service" providers into office. Everyone already is well aware, however, that this Company's board does not respect their statutory obligation of an uninterrupted, full and free democracy (as part of relevant statues of the Companies Act of 2014, including §§ 175 and 212), as concretely evidenced by this board's presently possessed shareholder injunction, enforceable against "any person or entity" the board targets for retaliation, prohibiting the exercise of every democratic, shareholder right in the book. And still, this Company's dismissed, terminated "service" providers, who have now autocratically oppressed their shareholders and re-assumed their dictatorial positions, continue to hold shareholders hostage and oppress them from "replac[ing]" the "service" providers that were entirely ousted in a landslide vote on August 13, 2021 (not even one director being trusted to continue their business judgment as a continuing "service" provider). You could not be more incompliant with the terms of the Articles of Association and Companies Act of 2014, so it is "untenable", Mr. Ranalow, to continue professing your "strict compliance" with this Company's corporate governance and statutory obligations.
2. You need to read the Company's Articles of Association again, very clearly. The Company's Articles of Association, § 91(a)(iii) and (vi) state what resolutions a director may vote on "in the absence of some other material interest than is indicated below". That means resolutions involving other material interests are not permissible for directors to vote on. Did present directors remove/exclude/recuse/bar themselves from even possibly having a "material interest" in the post-reorganization equity allocation? I don't think so, and you have declined/refused to include a clause to bar all directors and management throwing present shareholders down the tubes (in the midst of numerous instances of fraud) from receiving a "material interest" in the post- reorganization MIP, as I offered in my October 14, 2021, letter. If present directors were not arranging to engage in self-dealing of a "material interest", then why would you oppose barring/excluding them from receiving any benefit from the post-reorganization MIP? This Company's dismissed directors' (really, dictators') decisions could not wreak of self-interestedness more. You add material rewards to be reaped by those who remain on the gravy train, then say directors will only benefit if they are not kicked off the gravy train, then oppress the power of the democracy to prevent those directors from being kicked off the gravy train, to ensure maximum chances of benefiting from those rewards directors self-negotiated? That is called arranged self-dealing, proven to be the case with directors refusing to exclude/bar themselves from the arrangement of a "material interest" in the post-reorganization entity. Who do you think you are hoodwinking?
3. When The Law of Companies says, in relation to the "obligation to convene extraordinary general meeting in event of serious loss of capital", "the obligation is an ongoing one that arises whenever a director knows that the net assets are half or less of the PLC's share capital - it is not dependent on the annual financial statements demonstrating that fact, and it is not necessary, and it is not necessary to wait for them to confirm it", you could not conflict with the position set out in The Law of Companies more. You then, very apparently, need to confer with that book, and your senior partner, Dr. Thomas B. Courtney (author of The Law of Companies), much longer, if you still want to claim that "the requirement to convene a general meeting under section 1111 has not been triggered by reference to the Company's current balance sheet." When "it is not dependent on the annual financial statements", you can throw your balance sheet out the window - forget it. Until Mr. Courtney repeals his book, and professes he was incorrect, anyone who reads your letters will very easily conclude Arthur Cox is now simply being compensated to give corrupted lip service, and not doing a very good job at it. As stated on Mr. Courtney's Arthur Cox biography, "Tom was a key member of the Arthur Cox team that advised the Irish Government on its legislative response to the financial crisis 2008-2011." That means, when companies were blowing up with toxic assets and liabilities, in a matter of days, the Companies Act of 2014, § 1111, was instituted to force recapitalization (as is the right of present shareholders, which a board owning virtually zero stock does not get to hijack) or insolvency proceedings (the choice of a Company's shareholders, at that statutorily required shareholder meeting), as a plan to "deal with the situation". Further, that statute serves to ensure that Irish companies are not fraudulently continuing to engage with trading partners on a knowingly false representation of financial standing, as is exactly what the directors of Mallinckrodt Plc. did. Your rationale is that because you continue to publish false financial statements with the U.S. Securities and Exchange Commission, that are entirely different than your claimed knowledge (in the U.S. Bankruptcy Court) of no net assets existing for the benefit of shareholders (apparently, you need to read that a few times over), that you have creatively bypassed your obligation under your claimed knowledge of net assets not existing, as part of the Companies Act of 2014, § 1111? Do you realize how much that sounds like something to come out of the mouth of a con artist (multiple statements of financials at the same time, which is in the public record as occurring with this Company, depending on the Company's agenda at the moment, is fraud)? In fact, do you also not realize you are describing exactly what happens in a Ponzi scheme (concealing knowledge of financial position, defrauding all stakeholders in the process, until you pull the rug out from under them by coming clean)? If Ireland were to even merely reward this Company through granting them into examinership, they can look forward to companies concealing known liabilities left and right to bypass that statutory obligation and full, good-faith negotiations with all stakeholders because, hey, the Mallinckrodt Plc. directors and management did it, right? Remember your proxy allegations against BHG? Just the same as you alleged BHG had to file a proxy statement before soliciting proxies (for which, BHG still believes the class of the Company's stock qualifies for an exemption, with there being multiple possible exemptions), you were required to hold an EGM of the shareholders before you went down any path to "deal with the situation", pursuant to the Companies Act of 2014, § 1111. It was (and still is) the absolute right of shareholders, at that meeting, to decide (among many other possible paths to "deal with the situation") if we wished to recapitalize the Company (through many possible means, including a follow-on offering of preferred or common stock, with or without shareholder participation, which was an option never offered by this Company's board and management, in bad faith and violation of their fiduciary duties), or any alternative path to "deal with the situation", before going down any possible path. If this board and management actually held a material amount of shares, they would have had some say at that meeting, but they lost that say when they refused to comply with the Company's ongoing equity retention requirements (again, quit misleading investors when you say "guidelines", as those "requirements" were not a soft "guideline"). Directors' powers in this democracy are limited by the number of shares they own, just the same as shareholders; any such exemption for elected leadership, where they have more power than the underlying constituency, would be not a democracy, but a dictatorship. If your position, that the Companies Act of 2014, § 1111, required the confirmation of insolvency (no net assets existing) on a balance sheet, was ever accepted by the Irish High Court, Ireland can then look forward to many more cataclysmic financial disasters and mirror reorganization attempts to enrich present managements and boards, just as is happening here with your arranged attempt of self-dealing (for which you refuse to bar yourselves from benefiting from), with directors of other Irish companies relying on the precedent set in the case of Mallinckrodt Plc., that directors supposedly knew of a better procedural route than that of which is explicitly prescribed within the Companies Act of 2014, § 1111.
If the Irish High Court were to allow this Company's entry into examinership, they may as well just rip § 1111 out of the Companies Act of 2014, along with § 212, while they are at it. If Mallinckrodt Plc. is rewarded and given a green light, on any level, with a claim that they knew a better route than the law statutorily prescribed and required, how can the Irish High Court not accept such reasoning from the flood of mirror illegal conduct that will follow at other Irish companies? I will end this point, that if the Irish High Court does not fully enforce their category offense for this statutory violation and penalize these directors to the maximum extent, Ireland will continue to have directors taking their chance at getting away with clear statutory violations of the law (through the bad-faith encouragement and enablement of their lawyers), over and over. Arthur Cox is, again, signing these directors up for imprisonment. If no imprisonment occurs, Ireland will see this mirror story over and over, with stakeholders being as materially harmed as in this case (and potentially worse, in cases such as having occurred in 2008-2009), because Mallinckrodt Plc. directors were not reprimanded appropriately for such a category offense while defrauding numerous stakeholders, violating their statutory obligations as much as their fiduciary obligations in the process. Also, drop the professing of "accounting standards" - you are peddling multiple statements of financials, so this Company is adhering to no "accounting standards," very clearly. BHG has already noticed this Company's board and management, Arthur Cox, Deloitte & Touche, and Latham & Watkins, that you are all conspiring in accounting fraud, either in stark violation of FASB ASC topic 450-20-25-2, among other codes, fraudulently concealing more than "probable" liabilities from the balance sheet, or conspiring in fictitious statements of losses/financials in the U.S. Bankruptcy Court. You get one statement of financials, and one statement of financials only. You all are on firm notice you are committing fraud (conspiracy is just as culpable); textbook accounting fraud, with multiple statements of financials being given, at the same time, depending on your agenda/purpose at the moment.
4. Well, if that is the case (that "[y]our letter of 17 September 2021 was issued on behalf of the firm of Arthur Cox LLP, not any individual partner"), then you clearly did not run your letter by your fellow partners before you spoke on their behalf, as I am sure Mr. Courtney would have been opposed to contradict himself so starkly (making himself look so utter confused), to make your firm look ever so hypocritical. You should not contradict such explicit opinions of others at your firm who are far more qualified to speak on a subject, otherwise you lose credibility, not just for yourself, but for the entire law firm you are supposedly speaking on behalf of. You end up looking like you have a grip on company law as much as you do this Company's level of solvency, with your multiple stories for each of those matters.
5. You apparently need to sit with my letter longer, alongside The Law of Companies. From my October 14, 2021, letter: "BHG never stated that the approval of StrataGraft® unequivocally thrusted the company into a different level of solvency". That means BHG's position (that, while you have obtained an opinion of "insolvency" from a foreign judge, through numerous fraudulent omissions, misrepresentations, and false statements, to get that opinion, with BHG therefore not buying your story of "insolvency" for one moment since) remains unchanged, with StrataGraft® only solidifying our position. We have been of the position from day one (far before StrataGraft®) that this Company's board and management have misrepresented financials and solvency, and you are continuing to tell shareholders that net assets exist, because all we have to do is "reference to the Company's current balance sheet" (where nearly $1 billion in net assets, after all "probable" liabilties, or "shareholder's equity" exists), right? I will point out, too, that you cannot keep a story straight in a single letter even, as you say in number three that the "audited financial statements" should be referenced, then - two sentences later - you tell BHG to reference the "Company's current balance sheet" (that most current balance sheet being published just days ago, on November 2, 2021), which is not audited (you now are peddling two statements of financials in one letter, on top of your statements of financials in the bankruptcy court). Pretty hard to keep a lie straight, right? This Company could not keep a story straight if their lives depended on it, and that has been an issue far before StrataGraft®. If you did not notice, shareholders are only one of multiple prejudiced parties that absolutely reject your valuation claims; the first day of confirmation hearings was filled with endless valuation discrepancies. Both "expert witnesses" that testified on November 1 admitted they were far from independent opinions as well, with the initial "expert witness" confessing he took no "initiative" beyond directives from the Company. Your "valuation experts" are mere puppets to this Company's management and board, and they could not even keep that from slipping their lips; what stellar candidates this Company picked to take the stand... BHG notes that the Company now believes its balance sheet is more reliable for a figure of net assets belonging to shareholders than their claims in the bankruptcy court of no net assets existing, very clearly.
I will close that this board and management are still obstructing/rejecting inbound correspondence at their publicly designated electronic mail address (deemed to be relied upon by the Company), in further obstruction of this dismissed board's fiduciary duties to every stakeholder (as you have so astutely noted, and as BHG fully recognizes, far beyond shareholders). It has now been over two weeks that this board has been rejecting communications at a publicly listed address. For professing your fiduciary duties so astutely, you do not seem too apt to honor receipt of communications that could trigger them. The bad faith of this Company's board and management is endlessly proven, over and over.
It is all too simple to read the crystal ball here, too: Next letter, you will complain about BHG's substantiation again (while making it very apparent you enjoyed the whole letter, responding to bits and pieces from the end, such as you did with your comments surrounding StrataGraft®), claim that we should reference the balance sheet for a reliable measure of shareholder's equity again (after you already sued BHG for referencing that same number before, claiming we were "misleading" investors as much as you apparently are now), while your senior partner (far more qualified to speak on the subject) explicitly says the Companies Act of 2014, § 1111, has nothing to do with the balance sheet, and you will blanketly "reject all claims" while refusing to respond. The letter will be even shorter than the last, too, with you running out of arguments, very understandably. Your behaviors have been proven to be extremely predictable. I will give the board of directors some advice, however, that they would be wise to instruct you not to respond at all, as you seem to be incriminating them more and more with each letter.
I would like to very finally highlight how noteworthy it is that you still do not want to talk about this board and management's insider trading of the Company's common stock on undisclosed information (information also fraudulently omitted during U.S. proceedings), proxy fraud, or electoral fraud? Surprise, surprise…
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 |
Arthur Cox LLP Ten Earlsfort Terrace Dublin 2 D02 T380 +353 1 920 1000 Dublin Belfast London New York San Francisco arthurcox.com |
2 November 2021
BY POST & EMAIL (klein@kleinllc.com)
Ms. Julia Klein
Klein LLC
Wilmington, DE 19801
Re: Mallinckrodt plc (the "Company") and The Buxton Helmsley Group, Inc. ("BHG")
Dear Ms Klein
We refer to Mr Alexander E. Parker's letter, on behalf of BHG, dated 14 October 2021.
BHG's letter is almost entirely a repetition of its prior correspondence without raising any new points of substance. We therefore refer you to our response of 17 September 2021 which addresses these issues and we do not propose to repeat here our previous statements which are equally applicable to BHG's latest correspondence. For completeness, we note that the Company rejects each of the assertions made by BHG in the letter dated 14 October 2021.
We would, however, note the following points of detail:
1. BHG's assertion that Article 91 of the Company's Constitution prohibited the approval of the resolutions on 13 August 2021 in respect of appointments to the board of directors is incorrect as the Constitution expressly permits such a resolution. Specifically, Article 91(b) permits directors to vote in respect of resolutions appointing other directors to the offices of the Company, and, in addition, the appointment of the directors was carried out in strict compliance with the provisions of Articles 81 and 105.
2. Similarly, BHG's assertion that Article 91 of the Company's Constitution prohibited the approval of the Chapter 11 plan due to its reference to a management incentive plan is also incorrect as Article 91 expressly permits such a resolution. Articles 91(a)(iii) and (vi) of the Company's Constitution provides that directors shall be entitled to vote on (amongst other matters) proposals concerning any scheme for enabling employees (including full time executive directors) of the Company to acquire shares in the Company or any arrangement for the benefit of employees of the Company or any of its subsidiaries under which the director benefits or may benefit. In any event, as we previously noted in our letter of 17 September 2021, the grant of awards under this plan will be a matter solely for the board of the Company as it is comprised following the implementation of any reorganisation. That board will be selected by the creditors of the Company who will become the new owners of the Company following the reorganisation. Likewise, the management team of the Company that will be eligible for such awards will themselves be appointed by the post-reorganisation board of the Company.
Grainne Hennessy · Séamus Given · Caroline Devlin · Sarah Cunniff · Elizabeth Bothwell · William Day · Andrew Lenny · Orla O'Connor (Chair) Brian O'Gorman · Mark Saunders · John Matson · Kevin Murphy · Cormac Kissane · Kevin Langford · Eve Mulconry · Philip Smith · Kenneth Egan Alex McLean · Glenn Butt · Niav O'Higgins · Fintan Clancy · Rob Corbet · Ultan Shannon · Dr Thomas B Courtney · Aaron Boyle · Rachel Hussey Colin Kavanagh · Kevin Lynch · Geoff Moore (Managing Partner) · Chris McLaughlin · Maura McLaughlin · Joanelle O'Cleirigh · Richard Willis · Deirdre Barrett Cian Beecher · Ailish Finnerty · Robert Cain · Connor Manning · Keith Smith · John Donald · Dara Harrington · David Molloy · Stephen Ranalow Gavin Woods · Simon Hannigan · Niamh Quinn · Colin Rooney · Aiden Small · Phil Cody · Karen Killoran · Richard Ryan · Danielle Conaghan Brian O'Rourke · Cian McCourt · Louise O'Byrne · Michael Twomey · Cormac Commins · Tara O'Reilly · Michael Coyle · Darragh Geraghty · Patrick Horan Maeve Moran · Deirdre O'Mahony · Deirdre Sheehan · Ian Dillon · Matthew Dunn · David Kilty · Siobhán McBean · Conor McCarthy · Órlaith Molloy Olivia Mullooly · Laura Cunningham · Mairéad Duncan-Jones · Ryan Ferry · Imelda Shiels · Brendan Wallace · Ruth Lillis · Sarah McCague · Niamh McGovern
3. BHG has misunderstood both the application of section 1111 of the Companies Act 2014 and our previous statements in this regard. Our letter of 17 September 2021 made clear that a net asset position in excess of half of the called-up share capital as reflected in the Company's accounting records was not inconsistent with a finding of insolvency, because the test for each is different. Whether or not the position described in section 1111 exists, must be determined by reference to applicable accounting standards, regardless of the accounts used. The reference in our letter to the audited financial statements was illustrative of this point, taking the last publicly filed accounts of the Company to demonstrate that having net assets in excess of called-up share capital is not inconsistent with the Company being insolvent or in an insolvency process. The Company confirms that, by reference to its current balance sheet, it continues to be the case (including following the preparation of the audited financial statements) that the requirement to convene a general meeting under section 1111 has not been triggered by reference to the Company's current balance sheet. There is no conflict between this position and that set out in The Law of Companies. We also note that the insolvency of the Company has been the subject of extensive consideration by the U.S. court and will be a key matter for consideration in any examinership application before the Irish High Court.
4. Our letter of 17 September 2021 was issued on behalf of the firm of Arthur Cox LLP, not any individual partner.
5. We note BHG's clarification that it does not now believe that StrataGraft® will result in a solvent position with recovery for the Company's members.
Yours sincerely,
______________________
ARTHUR COX LLP
Cc (by post): The Buxton Helmsley Group, Inc. 1185 Avenue of the Americas Floor 3
New York
NY 10036
Mr Alexander E. Parker
1185 Avenue of the Americas
Floor 3
New York
NY 10036
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