sc13d10820003_05102016.htm
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

CSW Industrials, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

126402 10 6
(CUSIP Number)
 
EUGENE DOZORTSEV
NEWTYN MANAGEMENT, LLC
405 PARK AVENUE, SUITE 1104
NEW YORK, NEW YORK 10022
(212) 446-2465

ANDREW FREEDMAN, ESQ.
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)

May 10, 2016
(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 x.

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. 126402 10 6
 
1
  NAME OF REPORTING PERSON
 
Newtyn Partners, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
918,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
918,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
918,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 126402 10 6
 
1
NAME OF REPORTING PERSON
 
Newtyn TE Partners, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
432,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
432,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
432,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.8%
14
TYPE OF REPORTING PERSON
 
PN

 
3

 
CUSIP NO. 126402 10 6
 
1
NAME OF REPORTING PERSON
 
Newtyn Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
- 0 -
8
SHARED VOTING POWER
 
1,350,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,350,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,350,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
OO

 
4

 
CUSIP NO. 126402 10 6
 
1
NAME OF REPORTING PERSON
 
Newtyn Capital Partners, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,350,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,350,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,350,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
PN

 
5

 
CUSIP NO. 126402 10 6
 
1
NAME OF REPORTING PERSON
 
Ledo Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
- 0 -
8
SHARED VOTING POWER
 
1,350,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,350,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,350,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
OO

 
6

 
CUSIP NO. 126402 10 6
 
1
NAME OF REPORTING PERSON
 
Noah Levy
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO & PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
609
8
SHARED VOTING POWER
 
1,350,000
9
SOLE DISPOSITIVE POWER
 
609
10
SHARED DISPOSITIVE POWER
 
1,350,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,350,609
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
IN

 
7

 
CUSIP NO. 126402 10 6
 
1
NAME OF REPORTING PERSON
 
Springdale Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
109,256
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
109,256
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IA

 
8

 
CUSIP NO. 126402 10 6
 
1
NAME OF REPORTING PERSON
 
Yevgeny Neginsky
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO & PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
2,415
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,415
10
SHARED DISPOSITIVE POWER
 
109,256
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
111,671
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
9

 
CUSIP NO. 126402 10 6
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.
Security and Issuer.
 
This statement relates to the common stock, par value $0.01 per share (the “Shares”), of CSW Industrials, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 5400 Lyndon B. Johnson Freeway, Suite 1300, Dallas, Texas 75240.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by:
 
 
(i)
Newtyn Partners, LP, a Delaware limited partnership (“NP”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Newtyn TE Partners, LP, a Delaware limited partnership (“NTE”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
Newtyn Management, LLC, a New York limited liability company (“NM”), as the investment manager of NP and NTE;
 
 
(iv)
Newtyn Capital Partners, LP, a Delaware limited partnership (“NCP”), as the general partner to each of NP and NTE;
 
 
(v)
Ledo Capital, LLC, a New York limited liability company (“Ledo”), as the general partner to NCP;
 
 
(vi)
Noah Levy, as managing member to NM;
 
 
(vii)
Springdale Capital, LLC, a Connecticut limited liability company (“Springdale”) and registered investment adviser; and
 
 
(viii)
Yevgeny Neginsky, as managing member to Springdale, and as a nominee for the Board of Directors of the Issuer (the “Board”).
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The principal business address of each of NP, NTE, NM, NCP, Ledo and Mr. Levy is 405 Park Avenue, Suite 1104, New York, New York 10022. The principal business address of each of Springdale and Mr. Neginsky is 27 Mason Drive, Princeton, NJ 08540.
 
(c)           The principal business of each of NP and NTE is investing in securities. The principal business of NM is serving as the investment manager to each of NP and NTE. The principal business of NCP is serving as the general partner to each of NP and NTE. The principal business of Ledo is serving as the general partner to NCP. The principal occupation of Mr. Levy is serving as managing member to NM. The principal business of Springdale is investing in securities. The principal occupation of Mr. Neginsky is serving as managing member to Springdale.
 
 
10

 
CUSIP NO. 126402 10 6
 
(d)           No Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
 
(f)           Each of Messrs. Levy and Neginsky is a citizen of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased for the accounts of each of NP and NTE were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 918,000 Shares beneficially owned by NP is approximately $30,635,827, including brokerage commissions.  The aggregate purchase price of the 432,000 Shares beneficially owned by NTE is approximately $14,549,839, including brokerage commissions.
 
Mr. Levy used his personal assets to purchase the 609 Shares reported herein. The total purchase price for such Shares was approximately $20,271, including brokerage commissions.
 
Springdale, an independent registered investment advisor, has accumulated 109,256 Shares on behalf of accounts that are managed by Springdale (the “Accounts”) under limited powers of attorney, which represents less than 1% of the outstanding Shares. All funds that have been utilized in making such purchases are from such Accounts. The aggregate purchase price of the 109,256 Shares beneficially owned by Springdale is approximately $3,551,445, including brokerage commissions.
 
Mr. Neginsky used his personal assets to purchase the 2,415 Shares reported herein. The total purchase price for such Shares was approximately $78,374, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On May 10, 2016, NP delivered a letter to the Issuer nominating Mr. Neginsky (the “Nominee”), for election to the Board at the Issuer’s 2016 Annual Meeting. The Reporting Persons intend to inform the Board that they are willing to discuss Mr. Neginsky’s nomination in furtherance of reaching a mutually agreeable resolution.

Yevgeny Neginsky has served as the portfolio manager and Managing Member of Springdale since 2009. Prior to founding Springdale, Yevgeny was an investment analyst at Tyndall Management, LLC. Previously, Mr. Neginsky worked at Horsley Bridge Partners where he was part of the investment team overseeing investments in venture capital and private equity funds. Mr. Neginsky received his MBA from The Tuck School of Business at Dartmouth and a Bachelor of Arts, Summa Cum Laude, from Dartmouth College.
 
 
11

 
CUSIP NO. 126402 10 6

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, (i) continuing to engage in communications with management and the Board regarding ways to improve shareholder value, (ii) engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, (iii) making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), liquidation of the Issuer’s portfolio with a distribution of the proceeds to shareholders, or suggestions for improving the Issuer’s financial and/or operational performance, (iv) purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or (v) changing their intention with respect to any and all matters referred to in Item 4.
 
Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 15,589,306 Shares outstanding, as of February 8, 2016, 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 16, 2016.
 
A.
NP
 
 
(a)
As of the close of business on May 9, 2016, NP beneficially owned 918,000 Shares.
 
Percentage: Approximately 5.9%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 918,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 918,000

 
(c)
The transactions in the Shares by NP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
B.
NTE
 
 
(a)
As the close of business on May 9, 2016, NTE beneficially owned 432,000 Shares.
 
Percentage: Approximately 2.8%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 432,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 432,000
 
 
12

 
CUSIP NO. 126402 10 6
 
 
(c)
The transactions in the Shares by NTE during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
C.
NM
 
 
(a)
NM, as the investment manager to each of NP and NTE, may be deemed the beneficial owner of the (i) 918,000 Shares owned by NP and (ii) 432,000 Shares owned by NTE.
 
Percentage: Approximately 8.7%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,350,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,350,000

 
(c)
NM has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by NP and NTE during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
D.
NCP
 
 
(a)
NCP, as the general partner to each of NP and NTE, may be deemed the beneficial owner of the (i) 918,000 Shares owned by NP and (ii) 432,000 Shares owned by NTE.
 
Percentage: Approximately 8.7%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,350,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,350,000

 
(c)
NCP has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by NP and NTE during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
E.
Ledo
 
 
(a)
Ledo, as the general partner to NCP, may be deemed the beneficial owner of the (i) 918,000 Shares owned by NP and (ii) 432,000 Shares owned by NTE.
 
Percentage: Approximately 8.7%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,350,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,350,000
 
 
13

 
CUSIP NO. 126402 10 6
 
 
(c)
Ledo has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by NP and NTE during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
F.           Mr. Levy
 
 
(a)
As of the close of business on May 9, 2016, Mr. Levy directly owned 609 Shares. Mr. Levy, as managing member to NM, may be deemed the beneficial owner of the (i) 918,000 Shares owned by NP and (ii) 432,000 Shares owned by NTE.
 
Percentage: Approximately 8.7%
 
 
(b)
1. Sole power to vote or direct vote: 609
 
2. Shared power to vote or direct vote: 1,350,000
 
3. Sole power to dispose or direct the disposition: 609
 
4. Shared power to dispose or direct the disposition: 1,350,000

 
(c)
Mr. Levy has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares by NP and NTE during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
G.           Springdale
 
 
(a)
As of the close of business on May 9, 2016, Springdale may be deemed the beneficial owner of the 109,256 Shares held in the Accounts.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 109,256

 
(c)
The transactions in the Shares by the Accounts during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
H.           Mr. Neginsky
 
 
(a)
As of the close of business on May 9, 2016, Mr. Neginsky beneficially owned 2,415 Shares. Mr. Neginsky, as the Managing Member to Springdale, may be deemed the beneficial owner of the 109,256 Shares held in the Accounts.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 2,415
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,415
 
4. Shared power to dispose or direct the disposition: 109,256

 
(c)
The transactions in the Shares by Mr. Neginsky and the Accounts during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
 
14

 
CUSIP NO. 126402 10 6
 
As of the close of business on May 9, 2016, the Reporting Persons collectively beneficially owned an aggregate of 1,462,280 Shares, constituting approximately 9.4% of the Shares outstanding.
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
(d)
No person other than the Reporting Persons, and the clients of the Accounts, is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On May 10, 2016, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”) and (c) NP, NTE, NM, NCP and Ledo agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing and Solicitation Agreement by and among Newtyn Partners, LP, Newtyn TE Partners, LP, Newtyn Management, LLC, Newtyn Capital Partners, LP, Ledo Capital, LLC, Noah Levy, Springdale Capital, LLC and Yevgeny Neginsky dated May 10, 2016.
 
 
15

 
CUSIP NO. 126402 10 6

SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  May 10, 2016
 
 
Newtyn Partners, LP
   
 
By:
Newtyn Management, LLC
Investment Manager
   
 
By:
/s/ Eugene Dozortsev
   
Name:
Eugene Dozortsev
   
Title:
Authorized Signatory

 
 
Newtyn TE Partners, LP
   
 
By:
Newtyn Management, LLC
Investment Manager
   
 
By:
/s/ Eugene Dozortsev
   
Name:
Eugene Dozortsev
   
Title:
Authorized Signatory

 
 
Newtyn Management, LLC
   
 
By:
/s/ Eugene Dozortsev
   
Name:
Eugene Dozortsev
   
Title:
Authorized Signatory

 
 
Newtyn Capital Partners, LP
     
 
By:
Ledo Capital, LLC
General Partner
   
 
By:
/s/ Eugene Dozortsev
   
Name:
Eugene Dozortsev
   
Title:
Authorized Signatory
 
 
16

 
CUSIP NO. 126402 10 6
 
 
Ledo Capital, LLC
   
 
By:
/s/ Eugene Dozortsev
   
Name:
Eugene Dozortsev
   
Title:
Authorized Signatory
 
 
 
/s/ Noah Levy
 
Noah Levy

 
 
Springdale Capital, LLC
   
 
By:
/s/ Yevgeny Neginsky
   
Name:
Yevgeny Neginsky
   
Title:
Managing Member
 
 
 
/s/ Yevgeny Neginsky
 
Yevgeny Neginsky
 
 
17

 
CUSIP NO. 126402 10 6
 
SCHEDULE A
 
Transactions in the Shares During the Past Sixty (60) Days
 
Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

NEWTYN PARTNERS, LP

Purchase of Common Stock
1,224
31.0084
03/21/2016
Purchase of Common Stock
5,576
31.1609
03/22/2016
Purchase of Common Stock
1,972
31.0727
03/23/2016
Purchase of Common Stock
3,196
31.0839
03/24/2016
Purchase of Common Stock
2,856
30.9074
03/28/2016
Purchase of Common Stock
2,176
31.0441
03/29/2016
Purchase of Common Stock
68
31.0075
03/30/2016
Sale of Common Stock
(68)
31.9118
03/31/2016
Purchase of Common Stock
408
30.9892
04/05/2016
Purchase of Common Stock
272
30.9950
04/07/2016
Purchase of Common Stock
272
31.0025
04/08/2016
Sale of Common Stock
(952)
31.8482
04/15/2016
 
NEWTYN TE PARTNERS, LP,

Purchase of Common Stock
576
31.0084
03/21/2016
Purchase of Common Stock
2,624
31.1609
03/22/2016
Purchase of Common Stock
928
31.0727
03/23/2016
Purchase of Common Stock
1,504
31.0839
03/24/2016
Purchase of Common Stock
1,344
30.9074
03/28/2016
Purchase of Common Stock
1,024
31.0441
03/29/2016
Purchase of Common Stock
32
31.0075
03/30/2016
Sale of Common Stock
(32)
31.9119
03/31/2016
Purchase of Common Stock
192
30.9892
04/05/2016
Purchase of Common Stock
128
30.9950
04/07/2016
Purchase of Common Stock
128
31.0025
04/08/2016
Sale of Common Stock
(448)
31.8482
04/15/2016
 
SPRINGDALE CAPITAL, LLC (THROUGH THE ACCOUNTS)
 
Purchase of Common Stock
20
30.9900
03/15/2016
Purchase of Common Stock
20
31.0000
03/15/2016
Purchase of Common Stock
80
30.9900
03/15/2016
Purchase of Common Stock
80
30.9900
03/15/2016
Purchase of Common Stock
100
30.9600
03/15/2016
 
 
 

 
CUSIP NO. 126402 10 6
 
Purchase of Common Stock
100
30.9600
03/15/2016
Purchase of Common Stock
100
30.9900
03/15/2016
Purchase of Common Stock
100
30.9600
03/15/2016
Purchase of Common Stock
100
30.9900
03/15/2016
Purchase of Common Stock
100
31.0000
03/15/2016
Purchase of Common Stock
100
31.0000
03/15/2016
Purchase of Common Stock
100
31.0000
03/15/2016
Purchase of Common Stock
100
31.0000
03/15/2016
Purchase of Common Stock
100
31.0000
03/15/2016
Purchase of Common Stock
100
31.0000
03/15/2016
Purchase of Common Stock
200
30.9900
03/15/2016
Purchase of Common Stock
200
30.9960
03/15/2016
Purchase of Common Stock
300
30.9960
03/15/2016
Purchase of Common Stock
400
30.9960
03/15/2016
Purchase of Common Stock
600
30.9989
03/15/2016
Purchase of Common Stock
1
30.8400
03/16/2016
Purchase of Common Stock
100
30.8500
03/16/2016
Purchase of Common Stock
100
30.8200
03/16/2016
Purchase of Common Stock
100
30.8400
03/16/2016
Purchase of Common Stock
100
30.8500
03/16/2016
Purchase of Common Stock
100
30.8600
03/16/2016
Purchase of Common Stock
100
30.8600
03/16/2016
Purchase of Common Stock
100
30.8600
03/16/2016
Purchase of Common Stock
100
30.8600
03/16/2016
Purchase of Common Stock
100
30.8200
03/16/2016
Purchase of Common Stock
100
30.8200
03/16/2016
Purchase of Common Stock
200
30.8400
03/16/2016
Purchase of Common Stock
400
30.8400
03/16/2016
Purchase of Common Stock
90
31.1000
03/18/2016
Purchase of Common Stock
96
31.0500
03/18/2016
Purchase of Common Stock
100
31.0500
03/18/2016
Purchase of Common Stock
100
31.1200
03/18/2016
Purchase of Common Stock
100
31.1100
03/18/2016
Purchase of Common Stock
100
31.1200
03/18/2016
Purchase of Common Stock
100
31.1200
03/18/2016
Purchase of Common Stock
100
31.1200
03/18/2016
Purchase of Common Stock
100
31.1200
03/18/2016
Purchase of Common Stock
200
31.1200
03/18/2016
Purchase of Common Stock
300
31.1200
03/18/2016
Purchase of Common Stock
300
31.1200
03/18/2016
Purchase of Common Stock
404
31.1200
03/18/2016
Purchase of Common Stock
910
31.0700
03/18/2016
Purchase of Common Stock
27
30.9600
03/21/2016
Purchase of Common Stock
90
31.0000
03/21/2016
Purchase of Common Stock
100
31.0000
03/21/2016
Purchase of Common Stock
100
31.0000
03/21/2016
Purchase of Common Stock
100
30.9300
03/21/2016
Purchase of Common Stock
100
30.9800
03/21/2016
Purchase of Common Stock
100
30.9600
03/21/2016
Purchase of Common Stock
100
30.9900
03/21/2016
 
 
 

 
CUSIP NO. 126402 10 6
 
Purchase of Common Stock
100
30.9900
03/21/2016
Purchase of Common Stock
183
30.9300
03/21/2016
Purchase of Common Stock
200
31.0000
03/21/2016
Purchase of Common Stock
300
30.9800
03/21/2016
Purchase of Common Stock
400
30.9889
03/21/2016
Purchase of Common Stock
1
30.9800
03/22/2016
Purchase of Common Stock
2
30.9800
03/22/2016
Purchase of Common Stock
2
31.0000
03/22/2016
Purchase of Common Stock
5
30.9800
03/22/2016
Purchase of Common Stock
6
30.9800
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
100
31.0000
03/22/2016
Purchase of Common Stock
112
30.9800
03/22/2016
Purchase of Common Stock
198
31.0000
03/22/2016
Purchase of Common Stock
208
30.9800
03/22/2016
Purchase of Common Stock
233
30.9800
03/22/2016
Purchase of Common Stock
328
30.9800
03/22/2016
Purchase of Common Stock
605
30.9800
03/22/2016
Purchase of Common Stock
1
32.3119
04/18/2016
Purchase of Common Stock
1
32.3119
04/18/2016
Purchase of Common Stock
3
32.3119
04/18/2016
Purchase of Common Stock
3
32.3119
04/18/2016
Purchase of Common Stock
3
32.3119
04/18/2016
Purchase of Common Stock
3
32.3119
04/18/2016
Purchase of Common Stock
3
32.3119
04/18/2016
Purchase of Common Stock
4
32.3119
04/18/2016
Purchase of Common Stock
4
32.3119
04/18/2016
Purchase of Common Stock
4
32.3119
04/18/2016
Purchase of Common Stock
4
32.3119
04/18/2016
Purchase of Common Stock
5
32.3119
04/18/2016
Purchase of Common Stock
5
32.3119
04/18/2016
Purchase of Common Stock
5
32.3119
04/18/2016
Purchase of Common Stock
5
32.3119
04/18/2016
Purchase of Common Stock
6
32.3119
04/18/2016
Purchase of Common Stock
6
32.3119
04/18/2016
Purchase of Common Stock
6
32.3119
04/18/2016
Purchase of Common Stock
7
32.3119
04/18/2016
Purchase of Common Stock
7
32.3119
04/18/2016
Purchase of Common Stock
7
32.3119
04/18/2016
 
 
 

 
CUSIP NO. 126402 10 6
 
Purchase of Common Stock
8
32.3119
04/18/2016
Purchase of Common Stock
8
32.3119
04/18/2016
Purchase of Common Stock
8
32.3119
04/18/2016
Purchase of Common Stock
9
32.3119
04/18/2016
Purchase of Common Stock
9
32.3119
04/18/2016
Purchase of Common Stock
9
32.3119
04/18/2016
Purchase of Common Stock
9
32.3119
04/18/2016
Purchase of Common Stock
9
32.3119
04/18/2016
Purchase of Common Stock
11
32.3119
04/18/2016
Purchase of Common Stock
12
32.3119
04/18/2016
Purchase of Common Stock
13
32.3119
04/18/2016
Purchase of Common Stock
13
32.3119
04/18/2016
Purchase of Common Stock
14
32.3119
04/18/2016
Purchase of Common Stock
16
32.3119
04/18/2016
Purchase of Common Stock
18
32.3119
04/18/2016
Purchase of Common Stock
21
32.3119
04/18/2016
Purchase of Common Stock
21
32.3119
04/18/2016
Purchase of Common Stock
31
32.3119
04/18/2016
Purchase of Common Stock
31
32.3119
04/18/2016
Purchase of Common Stock
41
32.3119
04/18/2016
Purchase of Common Stock
150
32.3119
04/18/2016
Purchase of Common Stock
208
32.3119
04/18/2016
Purchase of Common Stock
1
32.3119
04/18/2016
Purchase of Common Stock
2
32.3943
04/20/2016
Purchase of Common Stock
10
32.4996
04/20/2016
Purchase of Common Stock
1
32.3943
04/20/2016
Purchase of Common Stock
2
32.3943
04/20/2016
Purchase of Common Stock
6
32.4996
04/20/2016
Purchase of Common Stock
7
32.3943
04/20/2016
Purchase of Common Stock
7
32.3943
04/20/2016
Purchase of Common Stock
7
32.3943
04/20/2016
Purchase of Common Stock
7
32.3943
04/20/2016
Purchase of Common Stock
7
32.3943
04/20/2016
Purchase of Common Stock
9
32.3943
04/20/2016
Purchase of Common Stock
9
32.3943
04/20/2016
Purchase of Common Stock
9
32.3943
04/20/2016
Purchase of Common Stock
10
32.4996
04/20/2016
Purchase of Common Stock
10
32.3943
04/20/2016
Purchase of Common Stock
10
32.3943
04/20/2016
Purchase of Common Stock
10
32.3943
04/20/2016
Purchase of Common Stock
11
32.3943
04/20/2016
Purchase of Common Stock
11
32.3943
04/20/2016
Purchase of Common Stock
13
32.3943
04/20/2016
Purchase of Common Stock
13
32.3943
04/20/2016
Purchase of Common Stock
14
32.3943
04/20/2016
Purchase of Common Stock
16
32.3943
04/20/2016
Purchase of Common Stock
16
32.3943
04/20/2016
Purchase of Common Stock
16
32.3943
04/20/2016
Purchase of Common Stock
18
32.3943
04/20/2016
Purchase of Common Stock
18
32.3943
04/20/2016
 
 
 

 
CUSIP NO. 126402 10 6
 
Purchase of Common Stock
19
32.3943
04/20/2016
Purchase of Common Stock
19
32.3943
04/20/2016
Purchase of Common Stock
20
32.3943
04/20/2016
Purchase of Common Stock
20
32.3943
04/20/2016
Purchase of Common Stock
20
32.3943
04/20/2016
Purchase of Common Stock
22
32.3943
04/20/2016
Purchase of Common Stock
24
32.3943
04/20/2016
Purchase of Common Stock
26
32.3943
04/20/2016
Purchase of Common Stock
30
32.3943
04/20/2016
Purchase of Common Stock
31
32.3943
04/20/2016
Purchase of Common Stock
32
32.3943
04/20/2016
Purchase of Common Stock
37
32.4996
04/20/2016
Purchase of Common Stock
37
32.3943
04/20/2016
Purchase of Common Stock
40
32.4996
04/20/2016
Purchase of Common Stock
40
32.4996
04/20/2016
Purchase of Common Stock
42
32.4996
04/20/2016
Purchase of Common Stock
42
32.4996
04/20/2016
Purchase of Common Stock
42
32.3943
04/20/2016
Purchase of Common Stock
48
32.3943
04/20/2016
Purchase of Common Stock
49
32.4996
04/20/2016
Purchase of Common Stock
50
32.4996
04/20/2016
Purchase of Common Stock
50
32.3943
04/20/2016
Purchase of Common Stock
53
32.4996
04/20/2016
Purchase of Common Stock
55
32.4996
04/20/2016
Purchase of Common Stock
58
32.4996
04/20/2016
Purchase of Common Stock
59
32.4996
04/20/2016
Purchase of Common Stock
61
32.4996
04/20/2016
Purchase of Common Stock
66
32.4996
04/20/2016
Purchase of Common Stock
72
32.3943
04/20/2016
Purchase of Common Stock
73
32.4996
04/20/2016
Purchase of Common Stock
73
32.3943
04/20/2016
Purchase of Common Stock
76
32.4996
04/20/2016
Purchase of Common Stock
83
32.4996
04/20/2016
Purchase of Common Stock
92
32.4996
04/20/2016
Purchase of Common Stock
94
32.4996
04/20/2016
Purchase of Common Stock
95
32.4996
04/20/2016
Purchase of Common Stock
96
32.3943
04/20/2016
Purchase of Common Stock
105
32.4996
04/20/2016
Purchase of Common Stock
106
32.4996
04/20/2016
Purchase of Common Stock
113
32.4996
04/20/2016
Purchase of Common Stock
114
32.4996
04/20/2016
Purchase of Common Stock
116
32.4996
04/20/2016
Purchase of Common Stock
117
32.4996
04/20/2016
Purchase of Common Stock
119
32.4996
04/20/2016
Purchase of Common Stock
126
32.4996
04/20/2016
Purchase of Common Stock
144
32.4996
04/20/2016
Purchase of Common Stock
156
32.4996
04/20/2016
Purchase of Common Stock
178
32.4996
04/20/2016
Purchase of Common Stock
181
32.4996
04/20/2016
Purchase of Common Stock
188
32.4996
04/20/2016
 
 
 

 
CUSIP NO. 126402 10 6
 
Purchase of Common Stock
219
32.4996
04/20/2016
Purchase of Common Stock
246
32.4996
04/20/2016
Purchase of Common Stock
287
32.4996
04/20/2016
Purchase of Common Stock
296
32.4996
04/20/2016
Purchase of Common Stock
353
32.3943
04/20/2016
Purchase of Common Stock
414
32.3943
04/20/2016
Purchase of Common Stock
428
32.4996
04/20/2016
Purchase of Common Stock
434
32.4996
04/20/2016
Purchase of Common Stock
569
32.4996
04/20/2016
Purchase of Common Stock
2,107
32.4996
04/20/2016
Purchase of Common Stock
2,470
32.4996
04/20/2016
Purchase of Common Stock
200
32.4950
05/02/2016
Purchase of Common Stock
352
32.4989
05/02/2016
 
YEVGENY NEGINSKY
 
Purchase of Common Stock
9
32.3119
04/18/2016
Purchase of Common Stock
18
32.3119
04/18/2016
Purchase of Common Stock
6
32.3119
04/18/2016
Purchase of Common Stock
22
32.3943
04/20/2016
Purchase of Common Stock
126
32.4996
04/20/2016
Purchase of Common Stock
42
32.3943
04/20/2016
Purchase of Common Stock
246
32.4996
04/20/2016
Purchase of Common Stock
14
32.3943
04/20/2016
Purchase of Common Stock
83
32.4996
04/20/2016



ex991sc13d10820003_05102016.htm
Exhibit 99.1
 
JOINT FILING AND SOLICITATION AGREEMENT
 
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of CSW Industrials, Inc., a Delaware corporation (the “Company”);
 
WHEREAS, Newtyn Partners, LP, Newtyn TE Partners, LP, Newtyn Management, LLC, Newtyn Capital Partners, LP, Ledo Capital, LLC (collectively, “Newtyn”), Noah Levy, Springdale Capital, LLC and Yevgeny Neginsky, wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2016 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2016 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.
 
NOW, IT IS AGREED, this 10th day of May 2016 by the parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
 
2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.
 
3.           Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the 2016 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
 
4.           Newtyn shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.
 
5.           Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Newtyn, or its representatives, which approval shall not be unreasonably withheld.
 
6.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
 
 
 

 
 
7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
8.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
 
9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Andrew Freedman at Olshan, Fax No. (212) 451-2222.
 
10.           Each party acknowledges that Olshan shall act as counsel for both the Group and Newtyn relating to their investment in the Company.
 
11.           Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
 
 
 

 
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
 

 
Newtyn Partners, LP
   
 
By:
Newtyn Management, LLC
Investment Manager
   
 
By:
/s/ Eugene Dozortsev
   
Name:
Eugene Dozortsev
   
Title:
Authorized Signatory
 
 
 
Newtyn TE Partners, LP
   
 
By:
Newtyn Management, LLC
Investment Manager
   
 
By:
/s/ Eugene Dozortsev
   
Name:
Eugene Dozortsev
   
Title:
Authorized Signatory

 
 
Newtyn Management, LLC
   
 
By:
/s/ Eugene Dozortsev
   
Name:
Eugene Dozortsev
   
Title:
Authorized Signatory

 
 
Newtyn Capital Partners, LP
     
 
By:
Ledo Capital, LLC
General Partner
   
 
By:
/s/ Eugene Dozortsev
   
Name:
Eugene Dozortsev
   
Title:
Authorized Signatory

 
 
Ledo Capital, LLC
   
 
By:
/s/ Eugene Dozortsev
   
Name:
Eugene Dozortsev
   
Title:
Authorized Signatory

 
 

 
 
 
/s/ Noah Levy
 
Noah Levy

 
 
Springdale Capital, LLC
   
 
By:
/s/ Yevgeny Neginsky
   
Name:
Yevgeny Neginsky
   
Title:
Managing Member
 
 
 
/s/ Yevgeny Neginsky
 
Yevgeny Neginsky