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. 13)*
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) |
February 11, 2022 |
(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 | ||
3,434,800 | |||
9 | SOLE DISPOSITIVE POWER | ||
0 | |||
10 | SHARED DISPOSITIVE POWER | ||
3,434,800 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
3,434,800 | |||
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) | ||
4.1%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 | ||
3,434,800 | |||
9 | SOLE DISPOSITIVE POWER | ||
0 | |||
10 | SHARED DISPOSITIVE POWER | ||
3,434,800 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
3,434,800 | |||
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) | ||
4.1%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 | ||
3,434,800 | |||
9 | SOLE DISPOSITIVE POWER | ||
0 | |||
10 | SHARED DISPOSITIVE POWER | ||
3,434,800 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
3,434,800 | |||
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) | ||
4.1%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) |
||
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 | ||
633,141 | |||
9 | SOLE DISPOSITIVE POWER | ||
0 | |||
10 | SHARED DISPOSITIVE POWER | ||
633,141 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
633,141 | |||
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) | ||
0.7%8 | |||
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) |
||
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 | |
620,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
620,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
620,000 | |||
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) | ||
0.7%34 | |||
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) |
||
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 | |||
__________________
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) |
||
Daniliuk Kirill Vladimirovich | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
|||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) | ||
PF | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
[ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Russia | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
193,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
193,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
193,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
[ ] | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
0.2%9 | |||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||
IN | |||
__________________
9 Based upon 84,722,432 shares of Ordinary shares, par value $0.20 per share ("Shares"), of Mallinckrodt plc. (the "Issuer") outstanding as of September 24, 2021, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2021.
|
CUSIP No. G5785G107 | SCHEDULE 13D | Page 11 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 | |||
__________________
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 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 | |
168,600 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
168,600 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
168,600 | |||
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%13 | |||
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) |
||
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 | |
140,535 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
140,535 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
140,535 | |||
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%24 | |||
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) |
||
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 | |||
__________________
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) |
||
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 | |
123,705 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
123,705 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
123,705 | |||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
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 | |||
__________________
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 | |
110,961 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
110,961 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
110,961 | |||
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 | |
106,512 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
106,512 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
106,512 | |||
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) |
||
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 | |||
__________________
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) |
||
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 | |
94,628 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
94,628 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
94,628 | |||
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%32 | |||
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) |
||
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 | |||
__________________
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) |
||
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 | |
88,651 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
88,651 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
88,651 | |||
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%42 | |||
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) |
||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
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 | |
77,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
77,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
77,000 | |||
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%40 | |||
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) |
||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
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 | |
66,016 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
66,016 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
66,016 | |||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
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 | |
58,307 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
58,307 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
58,307 | |||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
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 | |
50,020 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
50,020 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
50,020 | |||
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%39 | |||
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) |
||
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 | |
47,632 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
47,632 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
47,632 | |||
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) | ||
0.1%33 | |||
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) |
||
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 | |
45,106 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
45,106 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
45,106 | |||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
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 | |||
__________________
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) |
||
Vadim Anatolievich Osetrov | |||
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 | |
42,168 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
42,168 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
42,168 | |||
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%46 | |||
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) |
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Nepiyvoda Kirill Nikolaevich | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) [X] (b) [ ] |
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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 | |
26,000 | |||
8 | SHARED VOTING POWER | ||
0 | |||
9 | SOLE DISPOSITIVE POWER | ||
26,000 | |||
10 | SHARED DISPOSITIVE POWER | ||
0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
26,000 | |||
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 | |||
__________________
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. 13 to Schedule 13D ("Amendment No. 13") 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. 13 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 13 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 Thomas Gitter o Valerii Mansurov o Vladimir Kovalenko o Kharkov Aleksandr Sergeevich o Elena Tsygankova o Daniliuk Kirill Vladimirovich o James Paul Carey o James Jonathan Josey o Zavolozhin Sergey Vladimirovich o Roman Dontsov Valentinovich o Victor Pardo o Alexey Evgeneevich Ilinykh o Alexey Isaev o Alexander Koch o Kimberly Tully o Edgard Gafurov o Pradeep Vasudeva Kadambi o Israel Larrondo o Joan I. Barry Revocable Trust (Dtd. 12/13/13) o Victor Viktorovich Borodaenko o Janice J. O'Connor o Yushenkova Olga Petrovna o Denis Baykin o Vanik Petrosian o Richard Barry o Igor Gnativ o Alex Peter Wounlund o Carleen Walsh o Mary Dunne o Aleksandr Aleksandrovich Morozov o Andrew Gruber o Ryzhov Evgenii Nikolaevich o Chris Tichenor o Oksana Dmitrievna Trofimova o Aleksei Chernyshev o David Lamb o Aleksei Gudz o Petr Hoferek o John V. Barry Revocable Trust (Dtd. 12/13/13) o Vadim Anatolievich Osetrov o Nepiyvoda Kirill Nikolaevich
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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. |
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(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:
1,429,166Funds 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 1,429,166 Shares of the Issuer in open market purchases during the sixty (60) days preceding this amendment, for a total of $225,171.30. 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, 8,681,894 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 February 11, 2022, the Reporting Persons sent a letter via email (the "February 11, 2022, Letter to the Issuer") to the Issuer. The February 11, 2022, Letter to the Issuer, is filed herewith as Exhibit 99.2 to the Amendment No. 13.
On January 31, 2022, the Reporting Persons sent a letter via email (the "January 31, 2022, Letter to the Issuer re: Interest Disclosure") to the Issuer. The January 31, 2022, Letter to the Issuer re: Interest Disclosure, is filed herewith as Exhibit 99.3 to the Amendment No. 13.
On January 31, 2022, the Reporting Persons sent a letter via email (the "January 31, 2022, Letter to the Issuer re: Additional Violation") to the Issuer. The January 31, 2022, Letter to the Issuer re: Additional Violation, is filed herewith as Exhibit 99.4 to the Amendment No. 13.
On January 25, 2022, the Reporting Persons sent a letter via email (the "January 25, 2022, Letter to the Issuer") to the Issuer. The January 25, 2022, Letter to the Issuer, is filed herewith as Exhibit 99.5 to the Amendment No. 13.
On January 19, 2022, the Reporting Persons sent a letter via email (the "January 19, 2022, Letter to the Issuer") to the Issuer. The January 19, 2022, Letter to the Issuer, is filed herewith as Exhibit 99.6 to the Amendment No. 13.
On January 15, 2022, the Reporting Persons sent a letter via email (the "January 15, 2022, Letter to the Issuer") to the Issuer. The January 15, 2022, Letter to the Issuer, is filed herewith as Exhibit 99.7 to the Amendment No. 13.
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 99.8 to the Amendment No. 13.
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 99.9 to the Amendment No. 13.
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 99.10 to the Amendment No. 13.
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 99.11 to the Amendment No. 13.
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 99.12 to the Amendment No. 13.
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 99.13 to the Amendment No. 13.
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 99.14 to the Amendment No. 13.
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 99.15 to the Amendment No. 13.
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 99.16 to the Amendment No. 13.
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 99.17 to the Amendment No. 13.
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 99.18 to the Amendment No. 13.
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 99.19 to the Amendment No. 13.
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 99.20 to the Amendment No. 13.
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 99.21 to the Amendment No. 13.
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 99.22 to the Amendment No. 13.
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 3,434,800 Shares of the Issuer, or a 4.1% 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 8,681,894 Shares or a 10.3% 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 3,434,800 Shares. Buxton has the shared power to vote or direct the vote over 3,434,800 Shares. Parker has the shared power to vote or direct the vote over 3,434,800 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 3,434,800 Shares. Buxton has the shared power to dispose or to direct the direct the disposition of 3,434,800 Shares. Parker has the shared power to dispose or to direct the direct the disposition of 3,434,800 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 4:00p.m., New York City time, on February 11, 2022. 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 |
Zavolozhin Sergey Vladimirovich | 2022-02-10 | 4072 | 0.16 |
Zavolozhin Sergey Vladimirovich | 2022-02-10 | 1000 | 0.15 |
Zavolozhin Sergey Vladimirovich | 2022-02-09 | 1000 | 0.15 |
Zavolozhin Sergey Vladimirovich | 2022-02-08 | 4033 | 0.15 |
Thomas Gitter | 2022-02-07 | 5000 | 0.09 |
Thomas Gitter | 2022-02-07 | 50000 | 0.087 |
Edgard Gafurov | 2022-01-31 | 10000 | 0.15 |
Buxton | 2022-01-31 | 189990 | 0.13904 |
Victor Viktorovich Borodaenko | 2022-01-28 | 17848 | 0.144 |
Kimberly Tully | 2022-01-28 | 2800 | 0.159 |
Kimberly Tully | 2022-01-26 | 2800 | 0.1595 |
Buxton | 2022-01-26 | 55503 | 0.16972 |
Kimberly Tully | 2022-01-26 | 3000 | 0.133 |
Kimberly Tully | 2022-01-26 | 500 | 0.154 |
Kimberly Tully | 2022-01-26 | 110 | 0.159 |
Buxton | 2022-01-25 | 62000 | 0.1699 |
Buxton | 2022-01-25 | 230503 | 0.1749 |
Kimberly Tully | 2022-01-25 | 6490 | 0.17 |
Israel Larraondo Perez | 2022-01-25 | 1764 | 0.17 |
Israel Larraondo Perez | 2022-01-25 | 2857 | 0.171 |
Buxton | 2022-01-24 | 404639 | 0.16328 |
Buxton | 2022-01-24 | 68129 | 0.1600 |
Israel Larraondo Perez | 2022-01-24 | 100 | 0.17 |
Israel Larraondo Perez | 2022-01-24 | 2900 | 0.17 |
Israel Larraondo Perez | 2022-01-24 | 5000 | 0.15 |
Zavolozhin Sergey Vladimirovich | 2022-01-24 | 749 | 0.20 |
Zavolozhin Sergey Vladimirovich | 2022-01-24 | 601 | 0.19 |
Buxton | 2022-01-21 | 15900 | 0.152 |
Buxton | 2022-01-21 | 205779 | 0.152 |
Buxton | 2022-01-21 | 25835 | 0.1131 |
Buxton | 2022-01-21 | 18400 | 0.152 |
Buxton | 2022-01-21 | 13000 | 0.152 |
Zavolozhin Sergey Vladimirovich | 2022-01-21 | 246 | 0.14 |
Buxton | 2022-01-20 | 13742 | 0.11 |
Buxton | 2022-01-20 | 5000 | 0.11 |
Zavolozhin Sergey Vladimirovich | 2022-01-20 | 7897 | 0.15 |
Zavolozhin Sergey Vladimirovich | 2022-01-20 | 631 | 0.16 |
Buxton | 2022-01-18 | 20000 | 0.1037 |
Buxton | 2022-01-14 | -3726 | 0.117 |
Buxton | 2022-01-14 | -700 | 0.1189 |
Zavolozhin Sergey Vladimirovich | 2022-01-14 | 5306 | 0.15 |
Buxton | 2022-01-13 | -251 | 0.118 |
Thomas Gitter | 2022-01-13 | 20000 | 0.111 |
Thomas Gitter | 2022-01-13 | 5000 | 0.1086 |
Thomas Gitter | 2022-01-13 | 20000 | 0.1154 |
Buxton | 2022-01-12 | -39848 | 0.1054 |
Buxton | 2022-01-12 | -8300 | 0.1068 |
Buxton | 2022-01-12 | -1000 | 0.1092 |
Buxton | 2022-01-12 | -2800 | 0.1094 |
Buxton | 2022-01-12 | -146200 | 0.1085 |
Buxton | 2022-01-12 | -19006 | 0.1054 |
Buxton | 2022-01-12 | -32810 | 0.1054 |
Buxton | 2022-01-11 | -8336 | 0.1148 |
Aleksei Chernyshev | 2022-01-04 | 20 | 0.12 |
Thomas Gitter | 2022-01-04 | 10000 | 0.126 |
Thomas Gitter | 2022-01-04 | 15000 | 0.123 |
Israel Larraondo Perez | 2021-12-31 | 5968 | 0.12 |
Israel Larraondo Perez | 2021-12-31 | 12500 | 0.12 |
Buxton | 2021-12-30 | 274836 | 0.1217 |
Israel Larraondo Perez | 2021-12-30 | 6532 | 0.12 |
James Jonathan Josey | 2021-12-30 | 15000 | 0.12 |
James Jonathan Josey | 2021-12-30 | 5000 | 0.1224 |
James Jonathan Josey | 2021-12-30 | 8000 | 0.1225 |
Buxton | 2021-12-29 | 87316 | 0.1223 |
Buxton | 2021-12-29 | 3000 | 0.1225 |
Buxton | 2021-12-29 | -1429 | 0.1199 |
James Jonathan Josey | 2021-12-29 | 20600 | 0.124 |
Alex Wounlund | 2021-12-23 | 18998 | 0.16 |
Thomas Gitter | 2021-12-22 | 24000 | 0.16 |
James Jonathan Josey | 2021-12-22 | 12822 | 0.16 |
James Jonathan Josey | 2021-12-22 | 11578 | 0.166 |
(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 |
Thomas Gitter | 17 Parklawn Place, Madison, WI 53705 |
Retired |
USA |
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 |
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 |
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 |
James Jonathan Josey | 5319 Carolwood Drive, Jackson, MS 39211 |
Deputy CFO at The Molpus Woodlands Group, LLC |
USA |
Zavolozhin Sergey Vladimirovich | Russia, Novosibirsk region, R, P Koltsovo 28 |
Investor (Self-Employed) |
Russia |
Roman Dontsov Valentinovich | 350005 Russia, Krasnodar, Alexandra Pokryshkina street 2 /2 apartment 416 |
Investor (Self-Employed) |
Russia |
Victor Pardo | 11 Threepence Drive, Melville, NY 11747 |
Audio Engineer at Self-Employed |
USA |
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 |
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 |
Pradeep Vasudeva Kadambi | 2764 Tartus Dr., Jacksonville, FL 32246 USA |
Doctor (Self-Employed) |
USA |
Israel Larrondo | Medinaceli, 6, 6. 28660. Boadilla del Monte. Madrid. Spain |
Renewable Energy Technician at PEMOG |
Spain |
Joan I. Barry Revocable Trust (Dtd. 12/13/13) | 3313 S. Victoria Drive, Blue Springs, MO 64015 |
Retired |
USA |
Victor Viktorovich Borodaenko | Apt. 50, 16, k.3 15 Parkovaya street., Moscow, 105203, the Russian Federation |
Principal Occupation: Auditor at LLC "TNF" |
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 |
Denis Baykin | 140492, Russia, Moscow region, Kolomensky district, village Zarudnya, house 43, apartment 32 |
Principal Occupation: Sales Associate at OOO "Garmoniya" |
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 |
Igor Gnativ | 620026 Sverdlovsk region Yekaterinburg Decembrists 45-297 |
Entrepreneur/Investor |
Russia |
Alex Peter Wounlund | Bredholtvej 8, 2650 Hvidovre, Denmark |
Key Account Manager at GlobalConnect |
Denmark |
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 |
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 |
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 Chernyshev | Moscow, str. Makarenko, 9-18 |
Principal Occupation: Chief Mechanic at OOO "Fakel Plus" |
Russia |
David Lamb | 13560 NW Springville Road, Portland, OR 97229 |
Digital Design Engineer at Skyworks Solutions, Inc. |
USA |
Aleksei Gudz | Apt. 74, 101 Goroda Volos street, Rostov on Don city, 344000, the Russian Federation |
Principal Occupation: Office Manager |
Russia |
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 |
Vadim Anatolievich Osetrov | Art.5, 62 sheksninskaya str., Volgograd, 400094 |
Principal Occupation: Mechanic (Self-Employed) |
Russia |
Nepiyvoda Kirill Nikolaevich | Russia, Kaluga, Duminichi, Molodezhnaya street 5a, 249300. |
Self-Employed (Investor) |
Russia |
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 |
Thomas Gitter | 633,141 | 0.7% | 0 | 633,141 | 0 | 633,141 |
Valerii Mansurov | 620,000 | 0.7% | 620,000 | 0 | 620,000 | 0 |
Vladimir Kovalenko | 370,183 | 0.4% | 370,183 | 0 | 370,183 | 0 |
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 |
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 |
James Jonathan Josey | 168,600 | 0.2% | 168,600 | 0 | 168,600 | 0 |
Zavolozhin Sergey Vladimirovich | 140,535 | 0.2% | 140,535 | 0 | 140,535 | 0 |
Roman Dontsov Valentinovich | 135,212 | 0.2% | 135,212 | 0 | 135,212 | 0 |
Victor Pardo | 123,705 | 0.1% | 123,705 | 0 | 123,705 | 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 |
Kimberly Tully | 110,961 | 0.1% | 110,961 | 0 | 110,961 | 0 |
Edgard Gafurov | 106,512 | 0.1% | 106,512 | 0 | 106,512 | 0 |
Pradeep Vasudeva Kadambi | 101,900 | 0.1% | 101,900 | 0 | 101,900 | 0 |
Israel Larrondo | 94,628 | 0.1% | 94,628 | 0 | 94,628 | 0 |
Joan I. Barry Revocable Trust (Dtd. 12/13/13) | 93,000 | 0.1% | 93,000 | 0 | 93,000 | 0 |
Victor Viktorovich Borodaenko | 88,651 | 0.1% | 88,651 | 0 | 88,651 | 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 |
Denis Baykin | 77,000 | 0.1% | 77,000 | 0 | 77,000 | 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 |
Igor Gnativ | 66,651 | 0.1% | 66,651 | 0 | 66,651 | 0 |
Alex Peter Wounlund | 66,016 | 0.1% | 66,016 | 0 | 66,016 | 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 |
Ryzhov Evgenii Nikolaevich | 58,307 | 0.1% | 58,307 | 0 | 58,307 | 0 |
Chris Tichenor | 54,000 | 0.1% | 54,000 | 0 | 54,000 | 0 |
Oksana Dmitrievna Trofimova | 50,547 | 0.1% | 50,547 | 0 | 50,547 | 0 |
Aleksei Chernyshev | 50,020 | 0.1% | 50,020 | 0 | 50,020 | 0 |
David Lamb | 47,632 | 0.1% | 47,632 | 0 | 47,632 | 0 |
Aleksei Gudz | 45,106 | 0.1% | 45,106 | 0 | 45,106 | 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 |
Vadim Anatolievich Osetrov | 42,168 | 0.0% | 42,168 | 0 | 42,168 | 0 |
Nepiyvoda Kirill Nikolaevich | 26,000 | 0.0% | 26,000 | 0 | 26,000 | 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 | February 11, 2022 | |
Name: | Alexander E. Parker | ||
Title: | Director | ||
THE BUXTON HELMSLEY GROUP, INC. | |||
By: | /s/ Alexander E. Parker | February 11, 2022 | |
Name: | Alexander E. Parker | ||
Title: | Senior Managing Director | ||
ALEXANDER E. PARKER | |||
By: | /s/ Alexander E. Parker | February 11, 2022 | |
Name: | Alexander E. Parker | ||
THOMAS GITTER | |||
By: | */s/ Thomas Gitter | February 11, 2022 | |
Name: | Thomas Gitter | ||
VALERII MANSUROV | |||
By: | */s/ Valerii Mansurov | February 11, 2022 | |
Name: | Valerii Mansurov | ||
VLADIMIR KOVALENKO | |||
By: | */s/ Vladimir Kovalenko | February 11, 2022 | |
Name: | Vladimir Kovalenko | ||
KHARKOV ALEKSANDR SERGEEVICH | |||
By: | */s/ Kharkov Aleksandr Sergeevich | February 11, 2022 | |
Name: | Kharkov Aleksandr Sergeevich | ||
ELENA TSYGANKOVA | |||
By: | */s/ Elena Tsygankova | February 11, 2022 | |
Name: | Elena Tsygankova | ||
DANILIUK KIRILL VLADIMIROVICH | |||
By: | */s/ Daniliuk Kirill Vladimirovich | February 11, 2022 | |
Name: | Daniliuk Kirill Vladimirovich | ||
JAMES PAUL CAREY | |||
By: | */s/ James Paul Carey | February 11, 2022 | |
Name: | James Paul Carey | ||
JAMES JONATHAN JOSEY | |||
By: | */s/ James Jonathan Josey | February 11, 2022 | |
Name: | James Jonathan Josey | ||
ZAVOLOZHIN SERGEY VLADIMIROVICH | |||
By: | */s/ Zavolozhin Sergey Vladimirovich | February 11, 2022 | |
Name: | Zavolozhin Sergey Vladimirovich | ||
ROMAN DONTSOV VALENTINOVICH | |||
By: | */s/ Roman Dontsov Valentinovich | February 11, 2022 | |
Name: | Roman Dontsov Valentinovich | ||
VICTOR PARDO | |||
By: | */s/ Victor Pardo | February 11, 2022 | |
Name: | Victor Pardo | ||
ALEXEY EVGENEEVICH ILINYKH | |||
By: | */s/ Alexey Evgeneevich Ilinykh | February 11, 2022 | |
Name: | Alexey Evgeneevich Ilinykh | ||
ALEXEY ISAEV | |||
By: | */s/ Alexey Isaev | February 11, 2022 | |
Name: | Alexey Isaev | ||
ALEXANDER KOCH | |||
By: | */s/ Alexander Koch | February 11, 2022 | |
Name: | Alexander Koch | ||
KIMBERLY TULLY | |||
By: | */s/ Kimberly Tully | February 11, 2022 | |
Name: | Kimberly Tully | ||
EDGARD GAFUROV | |||
By: | */s/ Edgard Gafurov | February 11, 2022 | |
Name: | Edgard Gafurov | ||
PRADEEP VASUDEVA KADAMBI | |||
By: | */s/ Pradeep Vasudeva Kadambi | February 11, 2022 | |
Name: | Pradeep Vasudeva Kadambi | ||
ISRAEL LARRONDO | |||
By: | */s/ Israel Larrondo | February 11, 2022 | |
Name: | Israel Larrondo | ||
JOAN I. BARRY REVOCABLE TRUST (DTD. 12/13/13) | |||
By: | */s/ Janice J. O'Connor | February 11, 2022 | |
Name: | Janice J. O'Connor | ||
Title: | Co-Trustee | ||
VICTOR VIKTOROVICH BORODAENKO | |||
By: | */s/ Victor Viktorovich Borodaenko | February 11, 2022 | |
Name: | Victor Viktorovich Borodaenko | ||
JANICE J. O'CONNOR | |||
By: | */s/ Janice J. O'Connor | February 11, 2022 | |
Name: | Janice J. O'Connor | ||
YUSHENKOVA OLGA PETROVNA | |||
By: | */s/ Yushenkova Olga Petrovna | February 11, 2022 | |
Name: | Yushenkova Olga Petrovna | ||
DENIS BAYKIN | |||
By: | */s/ Denis Baykin | February 11, 2022 | |
Name: | Denis Baykin | ||
VANIK PETROSIAN | |||
By: | */s/ Vanik Petrosian | February 11, 2022 | |
Name: | Vanik Petrosian | ||
RICHARD BARRY | |||
By: | */s/ Richard Barry | February 11, 2022 | |
Name: | Richard Barry | ||
IGOR GNATIV | |||
By: | */s/ Igor Gnativ | February 11, 2022 | |
Name: | Igor Gnativ | ||
ALEX PETER WOUNLUND | |||
By: | */s/ Alex Peter Wounlund | February 11, 2022 | |
Name: | Alex Peter Wounlund | ||
CARLEEN WALSH | |||
By: | */s/ Carleen Walsh | February 11, 2022 | |
Name: | Carleen Walsh | ||
MARY DUNNE | |||
By: | */s/ Mary Dunne | February 11, 2022 | |
Name: | Mary Dunne | ||
ALEKSANDR ALEKSANDROVICH MOROZOV | |||
By: | */s/ Aleksandr Aleksandrovich Morozov | February 11, 2022 | |
Name: | Aleksandr Aleksandrovich Morozov | ||
ANDREW GRUBER | |||
By: | */s/ Andrew Gruber | February 11, 2022 | |
Name: | Andrew Gruber | ||
RYZHOV EVGENII NIKOLAEVICH | |||
By: | */s/ Ryzhov Evgenii Nikolaevich | February 11, 2022 | |
Name: | Ryzhov Evgenii Nikolaevich | ||
CHRIS TICHENOR | |||
By: | */s/ Chris Tichenor | February 11, 2022 | |
Name: | Chris Tichenor | ||
OKSANA DMITRIEVNA TROFIMOVA | |||
By: | */s/ Oksana Dmitrievna Trofimova | February 11, 2022 | |
Name: | Oksana Dmitrievna Trofimova | ||
ALEKSEI CHERNYSHEV | |||
By: | */s/ Aleksei Chernyshev | February 11, 2022 | |
Name: | Aleksei Chernyshev | ||
DAVID LAMB | |||
By: | */s/ David Lamb | February 11, 2022 | |
Name: | David Lamb | ||
ALEKSEI GUDZ | |||
By: | */s/ Aleksei Gudz | February 11, 2022 | |
Name: | Aleksei Gudz | ||
PETR HOFEREK | |||
By: | */s/ Petr Hoferek | February 11, 2022 | |
Name: | Petr Hoferek | ||
JOHN V. BARRY REVOCABLE TRUST (DTD. 12/13/13) | |||
By: | */s/ Janice J. O'Connor | February 11, 2022 | |
Name: | Janice J. O'Connor | ||
Title: | Co-Trustee | ||
VADIM ANATOLIEVICH OSETROV | |||
By: | */s/ Vadim Anatolievich Osetrov | February 11, 2022 | |
Name: | Vadim Anatolievich Osetrov | ||
NEPIYVODA KIRILL NIKOLAEVICH | |||
By: | */s/ Nepiyvoda Kirill Nikolaevich | February 11, 2022 | |
Name: | Nepiyvoda Kirill Nikolaevich | ||
*By: | /s/ Alexander E. Parker | February 11, 2022 | |
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 | ||
THOMAS GITTER | |||
By: | /s/ Thomas Gitter | August 2, 2021 | |
Name: | Thomas Gitter | ||
VLADIMIR KOVALENKO | |||
By: | /s/ Vladimir Kovalenko | August 2, 2021 | |
Name: | Vladimir Kovalenko | ||
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 | ||
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 | ||
JAMES JONATHAN JOSEY | |||
By: | /s/ James Jonathan Josey | August 2, 2021 | |
Name: | James Jonathan Josey | ||
ROMAN DONTSOV VALENTINOVICH | |||
By: | /s/ Roman Dontsov Valentinovich | August 2, 2021 | |
Name: | Roman Dontsov Valentinovich | ||
ZAVOLOZHIN SERGEY VLADIMIROVICH | |||
By: | /s/ Zavolozhin Sergey Vladimirovich | August 2, 2021 | |
Name: | Zavolozhin Sergey Vladimirovich | ||
VICTOR PARDO | |||
By: | /s/ Victor Pardo | August 2, 2021 | |
Name: | Victor Pardo | ||
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 | ||
KIMBERLY TULLY | |||
By: | /s/ Kimberly Tully | August 2, 2021 | |
Name: | Kimberly Tully | ||
EDGARD GAFUROV | |||
By: | /s/ Edgard Gafurov | August 2, 2021 | |
Name: | Edgard Gafurov | ||
PRADEEP VASUDEVA KADAMBI | |||
By: | /s/ Pradeep Vasudeva Kadambi | August 2, 2021 | |
Name: | Pradeep Vasudeva Kadambi | ||
ISRAEL LARRONDO | |||
By: | /s/ Israel Larrondo | August 2, 2021 | |
Name: | Israel Larrondo | ||
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 | ||
VICTOR VIKTOROVICH BORODAENKO | |||
By: | /s/ Victor Viktorovich Borodaenko | August 2, 2021 | |
Name: | Victor Viktorovich Borodaenko | ||
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 | ||
DENIS BAYKIN | |||
By: | /s/ Denis Baykin | August 2, 2021 | |
Name: | Denis Baykin | ||
VANIK PETROSIAN | |||
By: | /s/ Vanik Petrosian | August 2, 2021 | |
Name: | Vanik Petrosian | ||
RICHARD BARRY | |||
By: | /s/ Richard Barry | August 2, 2021 | |
Name: | Richard Barry | ||
IGOR GNATIV | |||
By: | /s/ Igor Gnativ | August 2, 2021 | |
Name: | Igor Gnativ | ||
ALEX PETER WOUNLUND | |||
By: | /s/ Alex Peter Wounlund | August 2, 2021 | |
Name: | Alex Peter Wounlund | ||
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 | ||
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 | ||
OKSANA DMITRIEVNA TROFIMOVA | |||
By: | /s/ Oksana Dmitrievna Trofimova | August 2, 2021 | |
Name: | Oksana Dmitrievna Trofimova | ||
ALEKSEI CHERNYSHEV | |||
By: | /s/ Aleksei Chernyshev | August 2, 2021 | |
Name: | Aleksei Chernyshev | ||
DAVID LAMB | |||
By: | /s/ David Lamb | August 2, 2021 | |
Name: | David Lamb | ||
ALEKSEI GUDZ | |||
By: | /s/ Aleksei Gudz | August 2, 2021 | |
Name: | Aleksei Gudz | ||
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 | ||
VADIM ANATOLIEVICH OSETROV | |||
By: | /s/ Vadim Anatolievich Osetrov | August 2, 2021 | |
Name: | Vadim Anatolievich Osetrov | ||
NEPIYVODA KIRILL NIKOLAEVICH | |||
By: | /s/ Nepiyvoda Kirill Nikolaevich | August 2, 2021 | |
Name: | Nepiyvoda Kirill Nikolaevich | ||
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 U.S. REGISTERED POSTAL MAIL & ELECTRONIC MAIL
corporate.secretary@mnk.com; board.directors@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;
info@odce.ie; marian_lynch@odce.ie; xana_mccarthy@odce.ie; suzanne_gunne@odce.ie; ian_drennan@odce.ie;
cobb@lrclaw.com; mcloniger@deloitte.com;
February 11, 2022
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 |
Re: February 9, 2022, Letter from Mallinckrodt Plc. (the "Company") to The Buxton Helmsley Group, Inc. ("BHG")
Ladies and Gentlemen of the Dismissed Board (the "Dismissed Board"):
The Buxton Helmsley Group, Inc. ("BHG") addresses this letter to you after receipt of the Company's letter dated February 9, 2022.
Please note that this letter is being copied to Ms. Melissa Cloniger (head partner on the client account of Mallinckrodt Plc. at Deloitte & Touche), the U.S. Securities and Exchange Commission (the "Commission"), the U.S. Department of Justice, Ireland's Office of the Director of Corporate Enforcement, the Public Company Accounting Oversight Board ("PCAOB"), and the counsel for the ad hoc group of unsecured noteholders. Unsecured noteholder counsel should take major note to this letter, along with would be very prudent to read the most recent letters to/from BHG, which can be found in BHG's 13D filings with the Commission.
While it appears this Dismissed Board reiterated their instruction to the Company's Irish counsel to cease and desist from communications with BHG (smart move), we wish to set the record straight (yet again) and put everything in very sharp terms for this Dismissed Board, the Company's management orchestrating this scheme, your auditors, and otherwise, to further rid you of all plausible deniability as to your now-admitted and still-being-attempted fraudulent scheme.
First and foremost, this Company's Dismissed Board and management should take firm notice that BHG has brought in a top audit firm who will be providing a forensic analysis and attestation at the upcoming examinership proceedings, in addition to the analysis of the law firms BHG has retained in Ireland. The stunning part is that you have now admitted to the fraudulent statements of financials, so there will not be a hole to "poke" in that third-party attestation (unless this Dismissed Board wants to admit to false statements, yet again, which would be another up to a decade in prison under the Companies Act of 2014, § 876), as they will not even require speculative conclusions; your legal counsel did all of the work for proving BHG's position of alleged fraud. It will be compelling to merely compare the admittedly false financials given to the U.S. Bankruptcy Court to the financial statements produced to the High Court of Ireland. Now that you have already admitted to fraudulent statements of financial position in the U.S. Bankruptcy Court, trusting any numbers submitted by this Dismissed Board and management would be like trusting the "audited" financials of Bernard Madoff after his admissions of fraud; this Dismissed Board could not be ensnared in larger cloud of delusion. Your attempt to claim BHG is in a "misguided attempt to discredit the restructuring plan" is utterly preposterous; you have already admitted to the fraud, and BHG will be producing other third-party opinions to further attest to it. That is not BHG discrediting your plans, but you having discredited your plans all on your own; kicking the ball in your own goal. Further, do not bring the Company's employees into this; BHG has never said a word about the Company's employees outside of management; they are innocent in this process, and BHG does not appreciate you bringing them into our correspondence (wreaking of desperation, I will add). Further, with merely a brief gander of the internet (the Mallinckrodt message board on industry-popular CaféPharma.com is a good start), not to mention the phone calls to BHG from employees, I would say the Company's employees are quite firmly on the side of BHG when it comes to our views of this Company's Dismissed Board and management. Just from the very first message board topic on CaféPharma, one clear employee states:
"Outside of the largest criminals there. Mark and Hugh. Who is left?? Those to should rot in hell for what they did."1
BHG does not know "what they did" refers to, but it is quite apparent BHG is not the only party labelling this Dismissed Board and management as having engaged in criminal conduct. Another employee states:
"Fire the world's biggest loser, Marky Mark!!"2
It is not hard for one to reasonably conclude who "Marky Mark" is. Very simply, this Company's Dismissed Board and management have a nonexistent rapport with their employees; this Company's employees do not represent the firmly demonstrated (lack of) ethics of this Company's Dismissed Board and management. The employees of this Company are as representative of the interests of this Dismissed Board and management, as much as this Dismissed Board and management are representative of the interests of non-contingent interests in the capital structure. This Company has severe cultural issues, and that is a top-down problem, firmly perpetuated by this Dismissed Board's fraudulent front of statutorily obligated democracy. This Company's employees would clearly welcome and celebrate a leadership change as much as shareholders, and it appears that change cannot come soon enough for them.
___________________________________________
1 Mallinckrodt Plc. Message Board - CaféPharma (Last Visited: February 10, 2022): http://www.cafepharma.com/boards/threads/more-big-cuts.673406/
2 Mallinckrodt Plc. Message Board - CaféPharma (Last Visited: February 10, 2022): http://www.cafepharma.com/boards/threads/more-big-cuts.673406/
(Bondholders should take great note of this paragraph) Now that we have mentioned "lack of ethics", let us clear up a bit more why, since you just pulled the "defamation" card. When the truth is not becoming of you, that is not defamation; that is your indication you should have made some better choices. I am going to put everything into very simple perspective for you and your auditors. You have now admitted that your Commission-filed balance sheet is the true financial condition of this Company, with net assets far positively existing (not the fraudulent story of a net asset deficit that you have been pushing to the U.S. Bankruptcy Court for over a year), and that the Company's director-"known" (directly from the Companies Act of 2014, § 1111) equity in assets ("shareholder's equity") has not fallen far enough to have triggered an extraordinary general meeting of the shareholders, for those with a vested interest in the Company to decide how to "deal with the situation"; that statute preventing a share-less Dismissed Board and management from calling the shots, and to prevent this very situation of admitted fraud from occurring. So, when BHG says "lack of ethics", you have already admitted to bankruptcy fraud; fraudulent concealment of net assets and false statements of financial position being given to a bankruptcy court. Does that utterly destroy this Company's Dismissed Board and management's reputation now that someone caught them giving fraudulent statements of financials? Absolutely. Did BHG have anything to do with this Company's Dismissed Board and management committing fraud? Not at all. We are merely calling it the fraud it is. Further, when BHG says "lack of ethics", utilization of bankruptcy fraud to self-deal fraudulently concealed, "known" asset value to insiders (which also constitutes a fraudulent conveyance) certainly substantiates that position of BHG when it comes to our "lack of ethics" observation. Let us make this other aspect of fraud crystal clear for this Dismissed Board and management. When you have admitted that you know net assets exist, with every non-contingent interest in the capital structure secured by value, in totality, with net assets overflowing, then attempt to extinguish a non-contingent interest for no consideration (without consideration for that admitted asset value securing the non-contingent interest), this Company's Dismissed Board and management has merely also admitted to a fraudulent conveyance of that admitted asset value to (presently planned) post-reorganization equity recipients. Let me say that again: Every dollar of non-contingent interests shed, without giving consideration to the asset value securing that interest, is a fraudulent conveyance of assets to post-reorganization equity recipients. So, given you have admitted that your latest audited balance sheet is the truth of financial position of this Company, and that those Commission-filed financial statements are a "true and fair view" of financial position of this Company (which would otherwise subject this Company's Dismissed Board to up to 10 years of imprisonment, given that would be an admitted violation of the Companies Act of 2014, § 291), this Dismissed Board is attempting to fraudulently convey over $1 billion in admitted asset equity value to post-reorganization equity recipients. Not only that over $1 billion in admitted asset equity value, but also millions of dollars in non-contingent liabilities that are being shed from the balance sheet for partial to no recovery, yet this Company's Dismissed Board not giving those interests consideration for the asset value fully securing their non-contingent interests in the capital structure of this Company. That means, for every dollar of non-contingent interests (between "shareholder's equity", funded debt liabilities, trade claims, etc.) on the balance sheet this Dismissed Board is attempting to be shed (which this Company's Dismissed Board has admitted is the truth, over their then-admitted-to-be fraudulent claims of a net asset deficit in the U.S. Bankruptcy Court), this Dismissed Board is attempting to put $0.10 of every dollar of that fraudulently concealed asset value in their own pockets; how shocking, why you would propose these plans. That is called "fraudulent conveyance" of fraudulently concealed asset values, to insiders, which is also called "self-dealing". That is even worse than general "self-dealing", given the fraud element, making it the equivalent of what occurs in a Ponzi scheme; a Ponzi scheme is no more than a fraudulent conveyance of asset value to insiders. Then, the other $0.90 of every dollar of that admitted-to-be fraudulently concealed asset value is going into the pockets of your bondholder buddies, in an attempt of present insiders to not be ousted immediately by your new, planned shareholder base (which is why they are copied on this message). Not only is this management attempting to enrich themselves through these reorganization plans, but through a scheme of fraudulent conveyance to put money in their own pocket that they denied to exist the whole time. BHG does not care who gets that over $1 billion in asset value fraudulently concealed during the concoction of your "scheme" of reorganization, but it certainly is not going to be fraudulently conveyed to insiders, and also not to bondholders whom do not have a claim against value in excess of the capital they put into this Company. Not a single trade vendor is unsecured (this Dismissed Board has already admitted), so you are also intentionally attempting to defraud those trade vendors, which is an additional up to a decade in prison under Irish law. This is not rocket science (a child could understand this), so I do not know who you think you have successfully pulled the wool over the eyes of (other than the bankruptcy court that you defrauded through false statements). I will add, dealing assets by fraud is subject to recovery, just as it was in the case of Bernard Madoff (intelligent hedge funds benefiting/leveraging such known fraud are not exempt from recovery, just the same as Fairfield Greenwich Group and Maxam Capital were). So, when you want to complain about BHG's "defaming" of this Dismissed Board and management, cry me a river; no one has any sympathy for you. You have known exactly what you were doing all along. What is truly "defamatory", is when you frame a shareholder as "misleading" for citing an equity value range of $11-30+/share, use that knowingly false representation to obtain a restraining order against "any person or entity" (to include all shareholders under the restraining order), then later admit that the framed equity holder was correct in position all along, and that equity holders are merely ensnared in an admitted scheme of their fiduciaries to defraud non-contingent interests, including equity holders, through false statements of financial position before a federal court. So, drop your argument of "defamation", get used to the word "fraud" (which is, indeed, criminal), and cut the proclamation of "fiduciary duties"; you have already admitted to defrauding every non-contingent interest at this table. Not only is this Dismissed Board and management culpable in this admitted scheme to defraud, but their lawyers, auditors, and any other stakeholder perpetuating alongside ("racketeering", at its finest). This Dismissed Board and management sounds pathetic when you have admitted to defrauding the U.S. Bankruptcy Court, and all parties-in-interest in the cases, then attempt to claim that the "U.S. Court has now found to be fair, reasonable and undertaken in good faith". If you admitted your fraud, you think they would still hold that opinion of "good faith"? Creating a perception of good faith through lies and deception, is fraud, and fraud is only perceived as "good faith" by those defrauded until those committing fraud come clean. BHG's counsel will make it crystal clear to the High Court of Ireland that we intend to immediately file for "procure[ment] by fraud" under 11 U.S.C. § 1144 and/or the Companies Act of 2014, § 553, if this scheme admittedly procured by fraud were somehow approved (an outcome that clearly not even the equity market regards as probable). You cannot start on a foundation of fraud, and end up at an equitable outcome; this Dismissed Board had an obligation to approach the bankruptcy court with "clean hands" from the start, and an obligation to remain honest throughout the entire process; this Dismissed Board failed to uphold both of those obligations, and chooses to continue to do so.
BHG notes that, as of yesterday, this Dismissed Board has now willfully violated the Companies Act of 2014, § 216, three times over (three violation instances, with up to 6 months of imprisonment per violation, equating to up to 18 months of imprisonment). BHG will save this Dismissed Board further violations of that statute. We have far enough proven your inability to uphold your duties to members/owners of this Company, let alone to your non-contingent creditors you are still persisting on with your attempt to defraud, not to mention the employees whom are also affected by your fraudulent scheme (including Ms. Schaefer, whom this Dismissed Board and management hung out to dry with their false statements in the bankruptcy court; another scapegoat, beyond equity holders). It is without a doubt that, given this Company's employees' views of distrusting this Dismissed Board and management, that most of them would never again touch this Company's stock with a ten-foot pole, even after a reorganization. This Dismissed Board and management actually thinks anyone would wish to re-experience this admitted escapade to defraud? I doubt it.
While this Company is busy "remind[ing]" BHG of our obligations under Chapter 4 of Part 17 of the Companies Act of 2014, BHG will "remind" this Dismissed Board and management of their obligation not to commit fraud any more than they already have.
Very Truly Yours,
Alexander Parker
Senior Managing Director
The Buxton Helmsley Group, Inc.
CC (by e-mail and post): | 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 and Exchange Commission) 14420 Albemarle Point Place, Suite 102 Chantilly, VA 20151-1750 Mr. Sam McCoubrey Senior Counsel, Division of Enforcement and Investigations Public Company Accounting Oversight Board (PCAOB) 1251 Avenue of the Americas
Attn: Ms. Jane M. Leamy Office of the United States Trustee U.S. Department of Justice 844 King Street, Suite 2207 Wilmington, DE 19801 |
Office of the Director of Corporate Enforcement | Mr. Ian Drennan, Director | |
16 Parnell Square | Ms. Suzanne Gunne, Enforcement Lawyer | |
Dublin 1 | Ms. Xana McCarthy, Investigator | |
D01 W5C2 Ireland |
Ms. Marian Lynch | |
Ms. Melissa Cloniger Landis Rath & Cobb LLP Attn: Richard S. Cobb 919 Market Street, Suite 1800 Wilmington, DE 19801 |
Arthur Cox LLP Ten Earlsfort Terrace D02 T380 +353 1 920 1000 |
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Our Reference: 2898/NOD/MA619/003/ |
Belfast London New York San Francisco arthurcox.com |
9 February 2022
BY POST & EMAIL
Mr. Alexander E. Parker
The Buxton Helmsley Group, Inc.
1185 Avenue of the Americas Floor 3
New York
NY 10036
alexander.parker@buxtonhelmsley.com
Re: Mallinckrodt plc (the "Company") and The Buxton Helmsley Group, Inc. ("BHG")
Dear Mr. Parker
We are writing to you both in your personal capacity and in your capacity as the representative and sole officer of BHG. We refer to your three letters to the directors of the Company dated 31 January 2022 and your further letter dated 3 February 2022 (the "Letters"), as well as to our previous correspondence with you and various legal counsel appointed by you.
We note your request to correspond with you directly and that Clark Hill Solicitors LLP appear to be no longer engaged by you. In the absence of Irish solicitors appointed by you with whom to correspond, we do not propose to correspond further regarding the proposed examinership proceedings, save as directed by the High Court and in compliance with the Company's legal obligations.
In our letters of 14 January 2022 and 26 January 2022 to your then Irish solicitors, we made clear the process by which BHG could apply for the relevant documents under section 216 (12) and (13) of the Companies Act 2014 (the "Act"). No such application has been received and your allegation of a breach of section 216 is denied.
Your Letters also raise other allegations that have either been fully addressed on behalf of the Company in previous correspondence or are allegations for which absolutely no proper basis or supporting evidence has been provided by BHG. For the avoidance of doubt, the Company rejects each of the allegations made by BHG in the Letters.
It is apparent that your correspondence with the Company is now for the sole purpose of making unfounded and defamatory public allegations regarding the Company, its directors, officers, employees and advisers in a misguided attempt to discredit the restructuring plan for the Company and its subsidiaries - a plan which the U.S. Court has now found to be fair, reasonable and undertaken in good faith. The Company views the correspondence in respect of your allegations as closed, and will not be responding further to your unfounded claims.
Grainne Hennessy · Séamus Given · Caroline Devlin · Sarah Cunniff · Elizabeth Bothwell · William Day · Andrew Lenny · Orla O'Connor (Chair) · Brian O'Gorman Mark Saunders · John Matson · Kevin Murphy · Cormac Kissane · Kevin Langford · Eve Mulconry · Philip Smith · Kenneth Egan · Alex McLean · Glenn Butt · Niav O'Higgins Fintan Clancy · Rob Corbet · Ultan Shannon · Dr Thomas B Courtney · Aaron Boyle · Rachel Hussey · Colin Kavanagh · Kevin Lynch · Geoff Moore (Managing Partner) Chris McLaughlin · Maura McLaughlin · Joanelle O'Cleirigh · Richard Willis · Deirdre Barrett · Cian Beecher · Ailish Finnerty · Robert Cain · Connor Manning · Keith Smith John Donald · Dara Harrington · David Molloy · Stephen Ranalow · Gavin Woods · Simon Hannigan · Niamh Quinn · Colin Rooney · Aiden Small · Phil Cody · Karen Killoran Richard Ryan · Danielle Conaghan · Brian O'Rourke · Cian McCourt · Louise O'Byrne · Michael Twomey · Cormac Commins · Tara O'Reilly · Michael Coyle · Darragh Geraghty Patrick Horan · Maeve Moran · Deirdre O'Mahony · Deirdre Sheehan · Ian Dillon · Matthew Dunn · David Kilty · Siobhán McBean · Conor McCarthy · Olivia Mullooly Laura Cunningham · Mairéad Duncan-Jones · Ryan Ferry · Imelda Shiels · Brendan Wallace · Ruth Lillis · Sarah McCague · Niamh McGovern · Ciara Buckley · Ian Duffy
Sophie Frederix · Orlaith Kane · Aisling Kelly · David Vos
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You are reminded to comply fully with your obligations under Chapter 4 of Part 17 of the Act. The Company fully reserves its rights in respect of non-compliance by BHG or you personally in respect of Chapter 4 of Part 17 of the Act.
Yours faithfully
ARTHUR COX LLP
Encl.