August 5, 2019 BARRON’S M11
13D Filings
Investors Report to the SEC
13Ds are filed with the Securities and Exchange Commission within 10 days of an entity’s
attaining a greater than 5% position in any class of a company’s securities. Subsequent
changes in holdings or intentions must be reported in amended filings. This material has
been extracted from filings released by the SEC from July 25, 2019, to July 31, 2019.
Source:InsiderScore.com
Activist Holdings
Immersion (IMMR)
VIEX Capital Advisors revealed on July
29 that it issued a letter to the haptic
technology provider dated July 25
“demanding...inspection of certain of
[Immersion’s] books and records” so it
may “gather further information” relating
to the board’s election of directors at this
year’s annual shareholders meeting, as
well as how board compensation has been
determined.
VIEX believes that a pair of newly
elected directors are inexperienced and
have had past working relationships with
the CEO that imply a lack of indepen-
dence. VIEX feels that Immersion’s
board is “overcompensated based on
[Immersion’s] size and performance.”
VIEX Capital currently owns 3,516,532
shares, including 670,900 shares under-
lying options, after the purchase of
269,292 shares on June 18 and June 19 at
prices of $7.55 to $7.60 each. It now has
an 11.1% stake that it believes is “materi-
ally undervalued,” and for the “full value
of the shares to be realized, significant
and immediate improvements” in gover-
nance, costs, and capital allocation are
necessary.
To that end, VIEX believes that
“direct stockholder representation” is
urgently needed to “maximize share-
holder value.”
Original Filings
Acacia Communications (ACIA)
Magnetar Financial disclosed on July 25
an initial position of 2,205,252 shares of
the photonics-circuits and digital signal-
processors manufacturer, equal to nearly
5.4% of the outstanding stock. The stake
was purchased on June 4 through July 17
at per share prices of $46.50 to $65.91 to
take advantage of Cisco’s all-cash,
$2.6 billion acquisition offer announced on
July 8 that values each share of Acacia at
$70.
Mirum Pharmaceuticals (MIRM)
New Enterprise Associates revealed an
initial position in the late-stage bio-
pharmaceutical company of 4,186,243
shares, or 18.2% of the tradable stock, in-
cluding 450,000 shares purchased through
Mirum’s initial public offering that closed
on July 22 at a price of $15 each. The re-
maining shares resulted from the conver-
sion of preferred securities into common
stock immediately after the offering
closed. New Enterprise did not cite a
reason for the investment and has no
plans or proposals at present.
Increases in Holdings
Trinity Industries (TRN)
ValueAct Capital cited a larger position
in the industrial conglomerate of
22,561,698 shares, equal to about 17.6% of
the tradable stock. The latest figure
includes 658,796 shares purchased on July
29 through July 31 at prices of $18.81 to
$19.84 each. ValueAct gave no reason for
its latest acquisitions.
Eagle Bulk Shipping (EGLE)
Oaktree Capital Management lifted its
already robust stake in the dry-bulk ves-
sel operator to 28,144,449 shares. On July
29, Oaktree Capital purchased 1,924,547
Eagle Bulk shares at prices ranging from
$4.35 to $4.82 apiece that now give it a
nearly 38.5% stake in the shipping firm.
Decreases in Holdings
Navient (NAVI)
Canyon Capital Advisors reported on
July 25 a position of 22,052,176 shares of
the student financial-services provider, or
9.6% of the tradable stock. On July 24,
Canyon Capital sold 3.5 million shares
through a block trade sale at $14.95 per
share and another 97,304 on the open
market at prices ranging from $15.08 to
$15.44 apiece. Canyon Capital revealed in
May that it had reached an agreement
with Navient that will allow it to appoint
two board nominees at Navient’s upcom-
ing 2019 shareholders meeting.
Enzo Biochem (ENZ)
Roumell Asset Management disclosed
on July 25 that it sold its entire position
in the biosciences firm, 1,899,179 shares,
from June 12 to July 24. No specifics
were cited for the divestment other than
Roumell believed that Enzo Biochem “is
no longer undervalued.”
Lennar (LEN.B)
Gamco Investors (GBL) reported a stake
in the home builder of 3,048,006 class
B shares on July 26. During the period of
May 28 through July 26, Gamco sold
184,754 shares at prices of $36.44 to
$42.06 apiece and purchased 12,800 from
$37.95 to $42.58 each, giving Gamco a
nearly 8.1% interest in Lennar’s out-
standing B shares.
AutoNation (AN)
ESL Investments , including the shares
owned by founder Edward Lampert, re-
ported a reduced stake of 14.9% in the
auto parts and services company on July
- The lower position resulted from the
sale of 1,920,990 shares on July 23, July
24, and July 25 at per-share prices rang-
ing from $45.89 to $48.99. No additional
details were given for the sales.
Mirati Therapeutics (MRTX)
Baker Brothers Advisors revealed on
July 30 that it reduced its holding of the
clinical-stage biopharmaceutical firm. On
July 23, Baker Brothers sold 500,000
shares in a block trade sale at $100.50
each.
In addition, it delivered 706,242 shares
to close a short position. Combined, the
moves slashed Baker Brothers’ holding to
3,588,848 shares, inclusive of 2,281,491
shares underlying prefunded warrants.
The warrants don’t expire and can be ex-
ercised only if the resulting stock doesn’t
push Baker Brothers’ and its affiliate’s in-
terests in Mirati above 9.99%, a maximum
percentage that it will reduce to no more
than 4.99% effective on Sept. 29, 2019.
Baker Brothers also disclosed that it
surrendered its right to nominate one di-
rector to Mirati’s board, though it still
has the right to nominate a board ob-
server at the discretion of Mirati.
InsiderScore.com is a provider of insider,
institutional, and stock-buyback data,
analytics, and research. For a free analysis
of your holdings, visit InsiderScore.com
or call 866-400-9595.
The 13D Activist Fund, a mutual fund
run by an affiliate of the author and not
connected to Barron’s, has no position in
the securities mentioned here. In addi-
tion, the author publishes and sells 13D
research reports, whose buyers may
include representatives of participants in,
and targets of, shareholder activism.
The Activist Spotlight
Red Robin Gourmet Burg-
ers (ticker: RRGB)
Business: operates and franchises
full-service restaurants
Stock Market Value: $432 mil-
lion ($33.29/share)
Investor’s Average Cost: $30.62
What's Happening:Vintage
Capital is urging the board to com-
mence an auction of the company,
and has submitted its own nonbind-
ing offer of $40. Vintage is threaten-
ing to call a special meeting of
shareholders to reconstitute a
majority of the board with directors
who will pursue a sale of the
company.
Key Numbers:
9: previous 13D filings by
Vintage
3: number of times Vintage has
offered to acquire the company in
those nine filings
0: number of times Vintage ulti-
mately acquired one of those three
companies
Behind the Scenes: Vintage
Capital isn’t a novice at activism,
and has experience getting board
representation. Vintage stated that
it was hoping to work collabora-
tively to identify a new CEO, but
that a lack of confidence in the
board and the company’s perfor-
mance have made it difficult. Vin-
tage urges the company to com-
mence a strategic review in parallel
to a CEO search. Vintage does have
a history as an owner of franchise
businesses and is serious in its
efforts to find a top-tier CEO or sell
the company, but its $40 offer is
subject to due diligence, and it
doesn’t have a history of following
through on similar offers. The com-
pany responded that it was sur-
prised by the content in Vintage’s
letter, as Vintage hasn’t been willing
to propose any CEO candidates,
and that it is interviewing a number
of highly qualified and interested
candidates. —KENNETHSQUIRE
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