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. 9)*
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 12, 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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.
|
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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
37 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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 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 | |||
__________________
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.
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This Amendment No. 9 to Schedule 13D ("Amendment No. 9") 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. 9 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 9 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. |
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(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 12, 2021, the Reporting Persons sent a letter via email (the "November 12, 2021, Letter to the Resigning Senior Vice President of Finance") to the Issuer's Resigning Senior Vice President of Finance. The November 12, 2021, Letter to the Resigning Senior Vice President of Finance, is filed herewith as Exhibit 99.2 to the Amendment No. 9.
On November 12, 2021, the Reporting Persons sent a letter via email (the "November 12, 2021, Letter to the Issuer") to the Issuer. The November 12, 2021, Letter to the Issuer, is filed herewith as Exhibit 99.3 to the Amendment No. 9.
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 99.4 to the Amendment No. 9.
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 99.5 to the Amendment No. 9.
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 99.6 to the Amendment No. 9.
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 99.7 to the Amendment No. 9.
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 99.8 to the Amendment No. 9.
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 99.9 to the Amendment No. 9.
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 99.10 to the Amendment No. 9.
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 99.11 to the Amendment No. 9.
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 99.12 to the Amendment No. 9.
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 99.13 to the Amendment No. 9.
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 99.14 to the Amendment No. 9.
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 99.15 to the Amendment No. 9.
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 99.16 to the Amendment No. 9.
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 11, 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 12, 2021 | |
Name: | Alexander E. Parker | ||
Title: | Director | ||
THE BUXTON HELMSLEY GROUP, INC. | |||
By: | /s/ Alexander E. Parker | November 12, 2021 | |
Name: | Alexander E. Parker | ||
Title: | Senior Managing Director | ||
ALEXANDER E. PARKER | |||
By: | /s/ Alexander E. Parker | November 12, 2021 | |
Name: | Alexander E. Parker | ||
VALERII MANSUROV | |||
By: | */s/ Valerii Mansurov | November 12, 2021 | |
Name: | Valerii Mansurov | ||
VLADIMIR KOVALENKO | |||
By: | */s/ Vladimir Kovalenko | November 12, 2021 | |
Name: | Vladimir Kovalenko | ||
THOMAS GITTER | |||
By: | */s/ Thomas Gitter | November 12, 2021 | |
Name: | Thomas Gitter | ||
KHARKOV ALEKSANDR SERGEEVICH | |||
By: | */s/ Kharkov Aleksandr Sergeevich | November 12, 2021 | |
Name: | Kharkov Aleksandr Sergeevich | ||
ELENA TSYGANKOVA | |||
By: | */s/ Elena Tsygankova | November 12, 2021 | |
Name: | Elena Tsygankova | ||
VLADISLAV DIKII | |||
By: | */s/ Vladislav Dikii | November 12, 2021 | |
Name: | Vladislav Dikii | ||
DANILIUK KIRILL VLADIMIROVICH | |||
By: | */s/ Daniliuk Kirill Vladimirovich | November 12, 2021 | |
Name: | Daniliuk Kirill Vladimirovich | ||
JAMES PAUL CAREY | |||
By: | */s/ James Paul Carey | November 12, 2021 | |
Name: | James Paul Carey | ||
ROMAN DONTSOV VALENTINOVICH | |||
By: | */s/ Roman Dontsov Valentinovich | November 12, 2021 | |
Name: | Roman Dontsov Valentinovich | ||
ALEXEY EVGENEEVICH ILINYKH | |||
By: | */s/ Alexey Evgeneevich Ilinykh | November 12, 2021 | |
Name: | Alexey Evgeneevich Ilinykh | ||
ALEXEY ISAEV | |||
By: | */s/ Alexey Isaev | November 12, 2021 | |
Name: | Alexey Isaev | ||
ALEXANDER KOCH | |||
By: | */s/ Alexander Koch | November 12, 2021 | |
Name: | Alexander Koch | ||
JAMES JONATHAN JOSEY | |||
By: | */s/ James Jonathan Josey | November 12, 2021 | |
Name: | James Jonathan Josey | ||
PRADEEP VASUDEVA KADAMBI | |||
By: | */s/ Pradeep Vasudeva Kadambi | November 12, 2021 | |
Name: | Pradeep Vasudeva Kadambi | ||
KIMBERLY TULLY | |||
By: | */s/ Kimberly Tully | November 12, 2021 | |
Name: | Kimberly Tully | ||
EDGARD GAFUROV | |||
By: | */s/ Edgard Gafurov | November 12, 2021 | |
Name: | Edgard Gafurov | ||
JOAN I. BARRY REVOCABLE TRUST (DTD. 12/13/13) | |||
By: | */s/ Janice J. O'Connor | November 12, 2021 | |
Name: | Janice J. O'Connor | ||
Title: | Co-Trustee | ||
ZAVOLOZHIN SERGEY VLADIMIROVICH | |||
By: | */s/ Zavolozhin Sergey Vladimirovich | November 12, 2021 | |
Name: | Zavolozhin Sergey Vladimirovich | ||
JANICE J. O'CONNOR | |||
By: | */s/ Janice J. O'Connor | November 12, 2021 | |
Name: | Janice J. O'Connor | ||
YUSHENKOVA OLGA PETROVNA | |||
By: | */s/ Yushenkova Olga Petrovna | November 12, 2021 | |
Name: | Yushenkova Olga Petrovna | ||
VANIK PETROSIAN | |||
By: | */s/ Vanik Petrosian | November 12, 2021 | |
Name: | Vanik Petrosian | ||
RICHARD BARRY | |||
By: | */s/ Richard Barry | November 12, 2021 | |
Name: | Richard Barry | ||
VICTOR VIKTOROVICH BORODAENKO | |||
By: | */s/ Victor Viktorovich Borodaenko | November 12, 2021 | |
Name: | Victor Viktorovich Borodaenko | ||
IGOR GNATIV | |||
By: | */s/ Igor Gnativ | November 12, 2021 | |
Name: | Igor Gnativ | ||
CARLEEN WALSH | |||
By: | */s/ Carleen Walsh | November 12, 2021 | |
Name: | Carleen Walsh | ||
MARY DUNNE | |||
By: | */s/ Mary Dunne | November 12, 2021 | |
Name: | Mary Dunne | ||
ALEKSANDR ALEKSANDROVICH MOROZOV | |||
By: | */s/ Aleksandr Aleksandrovich Morozov | November 12, 2021 | |
Name: | Aleksandr Aleksandrovich Morozov | ||
ANDREW GRUBER | |||
By: | */s/ Andrew Gruber | November 12, 2021 | |
Name: | Andrew Gruber | ||
DENIS BAYKIN | |||
By: | */s/ Denis Baykin | November 12, 2021 | |
Name: | Denis Baykin | ||
RYZHOV EVGENII NIKOLAEVICH | |||
By: | */s/ Ryzhov Evgenii Nikolaevich | November 12, 2021 | |
Name: | Ryzhov Evgenii Nikolaevich | ||
CHRIS TICHENOR | |||
By: | */s/ Chris Tichenor | November 12, 2021 | |
Name: | Chris Tichenor | ||
VICTOR PARDO | |||
By: | */s/ Victor Pardo | November 12, 2021 | |
Name: | Victor Pardo | ||
OKSANA DMITRIEVNA TROFIMOVA | |||
By: | */s/ Oksana Dmitrievna Trofimova | November 12, 2021 | |
Name: | Oksana Dmitrievna Trofimova | ||
ALEKSEI GUDZ | |||
By: | */s/ Aleksei Gudz | November 12, 2021 | |
Name: | Aleksei Gudz | ||
ALEX PETER WOUNLUND | |||
By: | */s/ Alex Peter Wounlund | November 12, 2021 | |
Name: | Alex Peter Wounlund | ||
PETR HOFEREK | |||
By: | */s/ Petr Hoferek | November 12, 2021 | |
Name: | Petr Hoferek | ||
JOHN V. BARRY REVOCABLE TRUST (DTD. 12/13/13) | |||
By: | */s/ Janice J. O'Connor | November 12, 2021 | |
Name: | Janice J. O'Connor | ||
Title: | Co-Trustee | ||
NEPIYVODA KIRILL NIKOLAEVICH | |||
By: | */s/ Nepiyvoda Kirill Nikolaevich | November 12, 2021 | |
Name: | Nepiyvoda Kirill Nikolaevich | ||
ALEKSEI CHERNYSHEV | |||
By: | */s/ Aleksei Chernyshev | November 12, 2021 | |
Name: | Aleksei Chernyshev | ||
ISRAEL LARRONDO | |||
By: | */s/ Israel Larrondo | November 12, 2021 | |
Name: | Israel Larrondo | ||
DAVID LAMB | |||
By: | */s/ David Lamb | November 12, 2021 | |
Name: | David Lamb | ||
*By: | /s/ Alexander E. Parker | November 12, 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, LINKEDIN MESSAGE & ELECTRONIC MAIL
kathy.schaefer@mallinckrodt.com; 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; 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; 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;
November 12, 2021
Ms. Kathleen Schaefer
Senior Vice President, Finance
Mallinckrodt Plc.
675 McDonnell Blvd.
St. Louis, MO 63042
Former Directors – All Members Mallinckrodt Plc. 53 Frontage Road, Shelbourne Building Hampton, N.J. 08827 |
Ms. Joann Reed, Interim Director |
U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 |
Mr. Gary Gensler, Chairman Ms. Allison Herren Lee, Commissioner 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 Mr. Anthony Viel, Chief Executive Officer Mr. Marc Perron, Chief Client Officer Mr. Iseo Pasquali, Chief Business and Financial Officer |
Office of the Director of Corporate Enforcement 16 Parnell Square Dublin 1 D01 W5C2, Ireland |
Ms. Marian Lynch Ms. Xana McCarthy, Investigator Ms. Suzanne Gunne, Enforcement Lawyer Mr. Ian Drennan, Director of Corporate Enforcement |
Re: November 3, 2021, Resignation as Senior Vice President, Finance - Mallinckrodt Plc.
Ms. Schaefer:
The Buxton Helmsley Group, Inc. ("BHG") addresses this letter to you, after your announced resignation on November 3, 2021, via the 8-K filed by Mallinckrodt Plc. (the "Company"). First of all, we understand the sheer difficulty of the decision that you had to make, in light of the situation at the Company. That said, we admire and respect you for choosing to exit a situation when you know it is not right. It was utmost wise for you to signify you do not condone the false statements of financials being signed off on by Mr. Reasons quarter after quarter (that is, if this Company wants to stick to their story in the bankruptcy court). That said, BHG will be engaged in continued correspondence with both the U.S. Securities and Exchange Commission (the "Commission") and Ireland's Office of the Director of Corporate Enforcement (the "O.D.C.E."), for which will very likely (especially, after any possible Irish High Court proceedings, for which our Irish counsel will be present) result in category 2 offenses for all directors and officers continuing to stand behind these knowingly false statements of financials being given (whether those being filed with the Commission, or those statements of financials being given to the U.S. Bankruptcy Court), pursuant to the Companies Act of 2014, § 717(a). Such remaining/continuing directors' and officers' violating, and aiding and abetting violations of, the antifraud, periodic reporting, books and records, and internal controls provisions, is also an offense under U.S. federal securities laws, Section 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934, and the Exchange Act Rule 10b-5 (with regards to the insider trading violations that have occurred); and for aiding and abetting the violation of Sections 13(a), and 13(b)(2)(A) and (B) of the Exchange Act, and Exchange Act Rules 12b-20 and 13a-11.
Due to the likelihood of investigations to occur (with those investigations already, at least informally, underway), BHG finds it incredibly risky that you remain the named principal accounting officer temporarily (if Mr. Reasons wants to take responsibility for the false statements of financials, let him, and immediately), in fear that it may not appropriately signify maximum innocence on your part in the situation, especially during any possible proceedings in the High Court of Ireland. We realize that you are likely being pressured to remain, but that will severely affect the perception of your culpability in this situation, which would leave you open to a category 2 offense (carrying up to 5 years in prison) as well. It is no coincidence that your formal exit date as principal accounting officer coincides with the time this Company will exit U.S. proceedings with a plan in hand that was confirmed in light of false statements of financials, thereby allowing them to pin you as being culpable from start to finish. Rather than announcing that you were innocent in the process and were resigning immediately over disagreement, the Company would rather pin liability on you, with a greedy goal of stuffing the false statements of financials under the public façade instead of ensuring your protection as an innocent party (BHG believes you are, but the 8-K announces that you are complicit and condone these accounting practices). You deserve better than to appear culpable in this situation (this Company's remaining board and management is pulling a fast one on you, making you think you are off the hook, when you are not), and should demand immediate resignation if you do not agree with what this Company is doing. You very clearly are aware that the willful accounting violations occurring are fatal and fraudulent. Your resignation did not occur just days after our open letter to the Commission detailing accounting fraud (along with the numerous other acts of fraud) "just because". We are not naïve to that, as much as this Company so hollowly and desperately attempted to claim that your resignation had no relation to a disagreement with accounting practices.
BHG would, further, like to note that we realize remaining members of this Company's dismissed board of directors and management likely are attempting to "buy" (through a severance agreement) the secrecy of the information and knowledge you possess surrounding what has transpired in the last year or more. Concealing that information also will not look good upon a securities fraud investigation becoming known to you - that would then be too late to take initiative to proclaim your innocence to federal authorities. Any severance agreement, contrary to any representations made to you by the Company or its legal counsel, may not (and would be illegal to) include any release or clause that should affect/release/impede on your rights as a whistleblower under Section 21F of the Exchange Act. See Securities Whistleblower Incentives and Protections, 76 Fed. Reg. at 34304 ("employers may not require employees to waive or limit their anti-retaliation rights under Section 21F"). For that reason, you should regard any payment made with an intent to buy your secrecy, a mere gift from this Company's board and management that put you into such a shameful predicament out of nothing but their own greed that they will try to pin on you. By acting as a whistleblower under Section 21F of the Exchange Act, more than ensuring you are understood as innocent in this situation, you may be entitled to up to 30% of any monetary sanctions resulting from the information you put forth to federal authorities, as a whistleblower. You should speak with independent, competent legal counsel, to understand your full rights under the Exchange Act's whistleblower provisions. We urge you to deliver all information you wish to put forth as a whistleblower to those Commission and ODCE representatives named on this letter, whose e-mail and physical addresses may also be found at the top of this letter.
I would also urge you to review this article ("SEC Targets Severance Agreements That Impede Whistleblowers"): https://www.employerslawyersblog.com/2017/02/sec-targets-severance-agreements-that-impede-whistleblowers.html
If you should wish to speak with BHG about any of the information herein, or there is any way at all that we may be able to assist you in this process (it is truly unfortunate), we urge you to reach out; we are here to help any way that we may be able to. My personal contact information may be found on this letterhead. Very finally, we appreciate you for doing the right thing in this situation; we know that such a decision was far from easy.
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
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; 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; 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;
November 12, 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 |
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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: Departure of Ms. Brandi Robinson, SVP and Chief Communications Officer - Mallinckrodt Plc.
Ladies and Gentlemen of the Dismissed Board of Directors (the "Dismissed Board"):
The Buxton Helmsley Group, Inc. ("BHG") addresses this letter to the Dismissed Board, in response to the silent disappearance of Ms. Brandi Robinson, Chief Communications Officer of Mallinckrodt Plc. (the "Company"), from the Company's website. How very interesting, that your Chief Communications Officer would apparently resign, along with your SVP of Finance, so suddenly, after such open letters to the U.S. Securities and Exchange Commission detailing all of this Company's board and management's fraud. See the below Google indexing records, which is where it can be seen that Ms. Robinson's removal from the "Select Senior Leaders" page of the Mallinckrodt website occurred sometime after Google last crawled that page on November 7, 2021, at 9:33am GMT (4:33am ET).1 I do not blame Ms. Robinson for her decision to resign in the midst of such detailed fraud allegations, of numerous types, including accounting fraud (your SVP of Finance would not choose to resign days after an open latter pegging this Company on accounting fraud "just because" - she does not condone this Company's financial reporting, and sought the exit due to her moral compass, very clearly). I can very much bet that Ms. Robinson is also a stellar communications professional, but it is pretty hard to "spin" the story of a fraud into something positive, and she clearly knew that any member of this management or Dismissed Board who remains standing behind the fraud and telling the story, is just as complicit and guilty. The last standing member(s) of this senior management and Dismissed Board will look the most culpable. I admire Mmes. Schaefer and Robinson's decision to preserve their reputation by not standing by what they know is wrong and illegal. Again, it is so shocking that every director of this Dismissed Board is apparently entirely complicit in, and an active part of, perpetrating this fraud (electoral fraud and proxy fraud are bad enough, but accounting fraud is certainly most reprehensible). Any one of you, even if you do not have a background in accounting, are far intelligent enough to know that you cannot give different statements of financials, to different parties, at the same time, depending on your agenda at the moment, and that is exactly what this Company is doing, and has been doing for months. You also cannot tell stakeholders that there is money in an account on the books of the Company, when you supposedly know that value does not exist in reality (like you have attempted to claim no shareholder's equity exists in the bankruptcy court, while you continue to certify in financial statements that the shareholder's equity account does have over $1 billion in value, as of your latest audited financial statement); that is what happens in a Ponzi scheme, or a virtual mirror of what happened in Enron (concealing liabilities), if you are not aware. You also know, even without having to refer to the FASB ASC codes (it is common sense), that if liabilities are so "hopelessly" true, it is fraud to conceal them from statements of financials signed off on by this Company (under your oversight), and that is exactly what this Company is doing, and has been doing for a long time, if you want to stick to your story in the bankruptcy court. Mr. Reasons continues (and this Dismissed Board allows him to continue to) to sign off on financial statements fraudulently concealing such "hopeless" liabilities (far more than the "probable" threshold that requires their accrual in accounting records, which you very clearly "reasonably estimated" for everyone already in the bankruptcy court), even as of last week's 10-Q filing.2 Again, which story of liabilities is fraudulent?
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1 See Exhibit A and B. Accessed November 9, 2021.
2 November 2, 2021, 10-Q filing for Mallinckrodt Plc.: https://www.sec.gov/ix?doc=/Archives/edgar/data/1567892/000156789221000038/mnk-20210924.htm
I will clarify, after my last November 5, 2021, letter to this Dismissed Board, regarding Ms. Schaefer's resignation from her position as SVP of Finance, that if this Dismissed Board were to now hold the defaulted-on Companies Act of 2014, § 1111, extraordinary general meeting (as BHG told your Irish counsel, even Arthur Cox's senior partner, Mr. Courtney, who advised on that regulation, tells you that you can throw your balance sheet out the window in relation to that statute, and illustrates that you are over a year in default), while it is the only option to avoid an additional up to 6 months in prison and fines, that would mean you are aware that this Company is fraudulently certifying the existence of over $1 billion in shareholder's equity (as of your latest audited balance sheet). Alternatively, if you want to stick to your balance sheet, then your claims in the bankruptcy court of no equity existing were entirely fraudulent (fictitious statements of financials being given to investors, through the bankruptcy court, which means up to 5 years in prison under the Companies Act of 2014, § 717). If you do hold that Companies Act of 2014, § 1111, meeting, you are admitting that equity you (and your auditors) stood by as certifying to exist was mere fairy dust the whole time, which also means that this Company's Dismissed Board and management falsified financial statements (even still certifying the existence of the value, after claiming the value doesn't exist in the bankruptcy court), also being a direct category 2 offense under the Companies Act of 2014, § 717(a). On the flip side, if you were to extrapolate your liabilities, to match your statements of financials in the bankruptcy court, especially when you said it would be improper to do so in the past, no one will believe you, and especially when there was no liability found in the case of People of the State of California v. Purdue Pharma LP et al., and when the Oklahoma Supreme Court just now overturned the liability found against Johnson & Johnson. Very clearly, when there is no liability found against opioid manufacturers in trials (and such liabilities are being overturned), in more than one trial, your claim of opioid liabilities being "hopelessly" true (while, again, you have fraudulently concealed those liabilities from the balance sheet, with such an insistent claim alongside this Company's certified financial statements) could not ring hollower. If you do book those liabilities to match your wildly different statements of financials and liability probabilities proclaimed in the bankruptcy court, then you are also directly admitting to the accounting fraud BHG has so detailed, which is also a category 2 offense of the Companies Act of 2014, § 717(a). You cannot fix your books when someone calls you out for them being so supposedly beyond cooked (again, if you want to stick to your story in the U.S. Bankruptcy Court). Even further still, if you wanted to back out of chapter 11 proceedings, claiming you now actually believe your balance sheet to be true (that net assets do indeed exist), that does not cure your over-a-year-long fraudulent concealment of claimed contingent liabilities, alongside wildly different statements of financials in the bankruptcy court, and the harm caused to investors over that span of that fraudulent concealment and false statements of financials (again, which story has been true/false, all along, out of all of the stories you are telling?), with those liabilities absolutely being required to be recognized under FASB ASC topic 450-20-25-2, even if merely "probable" (you gave your "reasonable estimates" in the bankruptcy court already), but still failed disclosure of and concealed, given your present statements of "hopeless" (far beyond "probable") probability of the liabilities in the U.S. Bankruptcy Court. With BHG's Irish counsel already having compiled very detailed position papers outlining all of your fraud (again, by your own stories, as you have more than one) and violations of Irish law, along with a barrister already briefed on the situation by BHG's Irish counsel, ready to pounce, proceeding to the finish line, in further violation of the Companies Act of 2014, § 1111, with your fraudulently concealed liabilities in hand, would be this Dismissed Board's most unintelligent move yet. That is like playing "Russian roulette" with your fate. There is no such thing as a "good-faith" defiance from GAAP standards, as is clear by your SVP of Finance's choice to exit the situation; such defiance and willful deviation only stems from intent to defraud, just as this Dismissed Board, their management (for which this Dismissed Board is responsible for), and lawyers, are actively doing. As I told you before, the buck stops at this Dismissed Board. Your fraud has been laid out for you on a silver platter, and it is clear Mmes. Schaefer and Robinson do not condone such fraudulent conduct.
I urge every member of this Dismissed Board to have their spouses and children read this letter; I think they will tell you that you would be wise to cut your losses before you entirely self-destruct your reputation, and most likely send yourselves to prison (again, if the Irish government does not imprison every standing director and officer over your false statements of financials, they can look forward to your fraudulent concealment of liabilities left and right at Irish companies, and violations of the Companies Act of 2014, §§ 717, 212, 1111, and every other violation this Dismissed Board has committed, time and time again). Those very statutes are in place to ensure integrity of the financial markets and prevent cataclysmic financial disasters such as what happened in 2008-2009, along with to enforce the opportunity for shareholders to decide how to "deal with the situation" of a loss of capital (for which, recapitalization by shareholders is absolutely their choice and right), and not upholding those statutes to the maximum extent (especially when your conduct has been proven to be so willful, with such a track record of notice from BHG, every step of the way) would only incentivize other directors to attempt getting away with the same fraud and ever clear violations of Irish law as this Dismissed Board has committed, entirely undermining the integrity of the financial markets, and victimizing investors in the process.
You are already in the crosshairs of the U.S. Securities and Exchange Commission and Ireland's O.D.C.E. for your acts of fraud, and your wisest choice would be to follow in the footsteps of Ms. Schaefer and Ms. Robinson; you were already told to vacate office, engage no further business judgement (you were very explicitly told your business judgment was not trusted to be in line with shareholder interests, for which the Companies Act of 2014, § 212, bars you from oppressing those interests, leaving a it a breach of fiduciary duty to continue engaging it), and facilitate your replacement as directors, as part of the statutorily required democracy you are legally obligated to maintain. It is absolute reckless regard for your reputation as businesspeople, to be so stubborn as to allow for your reputation to be destroyed by continuing to perpetuate your fraud and illegal acts. I can guarantee this Dismissed board would never tell their children to cheat their way to the finish line, so why are you all setting an example that such cheating to the finish line is both acceptable and admirable? Set an example for your children that when you've taken something too far, you ultimately choose to do what is ethical and exit the situation. You either have years of possible prison (no matter the story you want to stick to), or you could make an honorable decision that you know your family would appreciate, which is to firmly exit the real "pickle" you have all gotten yourselves into. You made it very clear you are well aware that you report to shareholders at all times through your request for shareholders to reappoint yourselves at the August 13, 2021, annual general meeting (which you also did not disclose to the U.S. Bankruptcy Court), yet you refuse to even speak with your shareholders, and that choice ended in your being dismissed from office (are you shocked by that?). That is what happens in a democracy, when you do not listen to your constituency, statutorily empowered to choose who reigns for a reason; to ensure they are represented, and to replace those leaders when they are seen as so starkly failing to represent (certainly, when those leaders refuse to even speak with those whom elected them), and especially when those leaders are recognized as engaging in misconduct and/or fraud. Your shareholders have asked you to step down, fully and entirely dismissing you from office, and perhaps if you did so, they would have some mercy for your acts. If shareholders must hold you fully accountable to the Irish laws you have violated, and fraud you have committed, in Ireland, however, I do not believe we will have much mercy for you all. You will cement an image of yourselves far worse if you remain stubborn. Your shareholders have asked you to step down (as is their statutory right, which your lawyers admitted on August 2, 2021), when you had no right to end the democracy of this Company (never disclosing that to the U.S. Bankruptcy Court), and you continue to oppress and hold shareholders hostage from doing so. You have been dismissed and requested to vacate office. If Ireland must force you to vacate office, you all are risking not only vacating office, but years of prison time for your fraud and violations of Irish law. Do not destroy your reputation because of how you think it will look to concede to the statutorily required democracy you were legally required to uphold - you will look far, far worse being stubborn than how you would look doing the right thing this moment, before your fate is so much worse, and not even your choice at that point. The U.S. Securities and Exchange Commission and Irish O.D.C.E. may also have some mercy for you all as well if you end your reign of this Company, in the midst of being ensnared in such a tangled web (you do not have to admit to any wrongdoing as part of conceding to the shareholder vote), as you were instructed to via a formal shareholder vote, and immediately. That is your best hope of emerging as unscathed as possible. I can very much bet that Ireland will agree that you would be wise to have taken this advice, should you take this to a point where they are in control of the fate of your acts. You know what you have done, and the time to cut your losses is now, before you entirely self-destruct your reputation as businesspeople. You, yourselves, asked shareholders if we wanted to reappoint you to office, and we told you to leave and engage no further business judgement while you are replaced (pursuant to the Articles of Association), very simply. Your time is up, and that is under Irish law that this Company failed to disclose to the U.S. Bankruptcy Court (among your numerous other failures to disclose, and false disclosures/statements). The choice of leaders in a democracy is not to be chosen by anyone but the voters, and any exercise of present leaders to continue their reign in "superior judgment" over the constituency, is not a democracy, but a dictatorship. It is non compos mentis to believe that any deviation from the statutorily required democracy would result in maximum value distribution to stakeholders of this Company, and there is a direct incentive for you to neglect proper care for the entirety of the capital structure, given you have virtually zero of a vested interest in any part of the capital structure of the Company (other than the paychecks you wish to continue extracting from it), incentivizing you to wipe out maximum debt and deal maximum self-negotiated post-reorganization equity (via your self-negotiated MIP plan, for which you have failed to recuse yourselves from benefiting from). That does not harm you, but it does harm everyone you have fiduciary duty to, and such a conflict would not exist with an unimpeded, full and free democracy, as is your statutory obligation under the Companies Act of 2014, §§ 175, 212, among other statutes. Had you actually engaged with your shareholders in March (although, you should have consulted with them months before chapter 11 petitions being filed, given that chapter 11 petitions were filed in violation and evasion of the Companies Act of 2014, § 1111), explained your actions in a way that appeared rationale to your constituency you are obligated to consult (hence, your statutory obligation of an August 13, 2021, shareholder vote), and had you explained how you were continuing to seek new ways to maximize value through the entire capital structure (showing a real good-faith effort), and how you were working to achieve a restructuring completely avoidant of conflicts of interest (such as the MIP plan that this Dismissed Board and management self-negotiated, and for which you both failed to, and refuse to, recuse yourselves from, making your goal of arranged self-dealing ever clear), this shareholder base would have had very likely not desired to replace their directors, if they were seen as still representing those whom elected them into office; those most harmed by any failure to maximize value of a company, hence why they are empowered with choosing those with the duty of maximizing value. You would be wise to not cause stakeholders (far beyond shareholders) to increasingly air this information out before the court any more than we already have (if BHG must return to court with full verbal testimony, you can be assured we are going to lay all of your acts and violations on the table, including the resignations over the past week, even more explicitly than our confirmation objection already filed), to the relevant policing authorities any more than we already have (we have already reported, and are continuing to communicate those authorities), and force us to continue blasting it all out (increasingly) to the press (any more than we already have been forced to), as are all our rights under the first amendment of the United States Constitution. Authorities have been widely alerted and are circling. It is clear not even members of your senior leadership agree with your absolutely fraudulent conduct, given their very timely resignations. It is then not wise to continue pouring gas on the fire (you lit yourselves) to entirely self-destruct the reputation of all members of this Dismissed Board through being stubborn, and I know you would tell your children the same. Heed to the advice you would give.
Very Truly Yours,
Alexander Parker
Senior Managing Director
The Buxton Helmsley Group, Inc.
EXHIBIT A
EXHIBIT B