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Form SC 13D/A Reservoir Media, Inc. Filed by: Irenic Capital Management LP

February 28, 2024 7:38 PM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Reservoir Media, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

76119X105

(CUSIP Number)

IRENIC CAPITAL MANAGEMENT LP

767 Fifth Avenue, 15th Floor

New York, New York 10153

 

ANDREW FREEDMAN

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 28, 2024

(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 for other parties to whom copies are to be sent.

 

 

 

1              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. 76119X105

  1   NAME OF REPORTING PERSON  
         
        Irenic Capital Management LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,992,667  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,992,667  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,992,667  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.2%  
  14   TYPE OF REPORTING PERSON  
         
        PN, IA  

  

2

CUSIP No. 76119X105

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by the Reporting Person were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,992,667 Shares beneficially owned by the Reporting Person is approximately $24,088,744, excluding brokerage commissions.

Item 5.Interest in Securities of the Issuer.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       See rows (11) and (13) of the cover page to this Amendment No. 1 for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person. The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 64,822,260 Shares outstanding as of February 5, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 7, 2024. As of the date hereof, the Reporting Person beneficially owned 3,992,667 Shares, constituting approximately 6.2% of the Shares outstanding.

(c)       The transactions in the Shares effected by the Reporting Person during the past sixty (60) days, which were all in the open market, are set forth on Schedule A attached hereto.

 

3

CUSIP No. 76119X105

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 28, 2024

  Irenic Capital Management LP
   
  By: Irenic Capital Management GP LLC, its general partner
     
  By:

/s/ Adam Katz

    Name: Adam Katz
    Title: Managing Member

 

4

CUSIP No. 76119X105

SCHEDULE A

Transactions in Securities of the Issuer During the Past 60 Days

Nature of the Transaction

Securities

Purchased

Price Per

Security ($)

Date of

Purchase/Sale

 

IRENIC CAPITAL MANAGEMENT LP

Purchase of Common Stock 776 7.0700 01/02/2024
Purchase of Common Stock 1,810 7.0700 01/02/2024
Purchase of Common Stock 4,500 7.0120 01/03/2024
Purchase of Common Stock 10,500 7.0120 01/03/2024
Purchase of Common Stock 4,500 6.9966 01/03/2024
Purchase of Common Stock 10,500 6.9966 01/03/2024
Purchase of Common Stock 517 6.9200 01/03/2024
Purchase of Common Stock 1,205 6.9200 01/03/2024
Purchase of Common Stock 3,426 6.9989 01/04/2024
Purchase of Common Stock 7,995 6.9989 01/04/2024
Purchase of Common Stock 9,000 7.0165 01/05/2024
Purchase of Common Stock 21,000 7.0165 01/05/2024
Purchase of Common Stock 562 7.0553 01/08/2024
Purchase of Common Stock 1,312 7.0553 01/08/2024
Purchase of Common Stock 1,711 7.0298 01/12/2024
Purchase of Common Stock 3,993 7.0298 01/12/2024
Purchase of Common Stock 1,132 7.0495 01/26/2024
Purchase of Common Stock 2,640 7.0495 01/26/2024
Purchase of Common Stock 6,591 7.0499 01/29/2024
Purchase of Common Stock 15,379 7.0499 01/29/2024
Purchase of Common Stock 14,326 7.0500 01/30/2024
Purchase of Common Stock 33,429 7.0500 01/30/2024
Purchase of Common Stock 13,662 6.9993 01/31/2024
Purchase of Common Stock 31,878 6.9993 01/31/2024
Purchase of Common Stock 5,692 6.8909 02/02/2024
Purchase of Common Stock 13,281 6.8909 02/02/2024
Purchase of Common Stock 3,537 6.7556 02/05/2024
Purchase of Common Stock 8,252 6.7556 02/05/2024
Purchase of Common Stock 25,691 6.1165 02/08/2024
Purchase of Common Stock 59,946 6.1165 02/08/2024
Purchase of Common Stock 244 6.1980 02/09/2024
Purchase of Common Stock 568 6.1980 02/09/2024
Purchase of Common Stock 5,978 6.7340 02/12/2024
Purchase of Common Stock 13,950 6.7340 02/12/2024
Purchase of Common Stock 16,720 6.5776 02/13/2024
Purchase of Common Stock 32,457 6.5776 02/13/2024
Purchase of Common Stock 1,957 6.6877 02/14/2024
Purchase of Common Stock 4,568 6.6877 02/14/2024
Purchase of Common Stock 2,384 6.7712 02/15/2024
Purchase of Common Stock 5,562 6.7712 02/15/2024
Purchase of Common Stock 526 6.8810 02/16/2024
Purchase of Common Stock 1,228 6.8810 02/16/2024
Purchase of Common Stock 3,312 6.9845 02/20/2024
Purchase of Common Stock 7,727 6.9845 02/20/2024
Purchase of Common Stock 601 6.9985 02/21/2024
Purchase of Common Stock 1,402 6.9985 02/21/2024
Purchase of Common Stock 1,126 6.9903 02/22/2024
Purchase of Common Stock 2,629 6.9903 02/22/2024
Purchase of Common Stock 9,215 7.0882 02/23/2024
Purchase of Common Stock 21,503 7.0882 02/23/2024
Purchase of Common Stock 16,623 7.0867 02/26/2024
Purchase of Common Stock 38,787 7.0867 02/26/2024
Purchase of Common Stock 60 7.0950 02/27/2024
Purchase of Common Stock 140 7.0950 02/27/2024
Purchase of Common Stock 7,247 7.0996 02/28/2024
Purchase of Common Stock 16,909 7.0996 02/28/2024

 



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