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1.
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Names
of Reporting Persons.
Patricia
A. Warehime
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐ (b) ☒
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
(See response to Item 3)
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
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Citizenship
or Place of Organization
USA
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7
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Sole
Voting Power
0
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8
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Shared
Voting Power
0
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9
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Sole
Dispositive Power
0
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10
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent
of Class Represented by Amount in Row (11)
0%
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14.
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Type
of Reporting Person (See Instructions)
IN
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EXPLANATORY
NOTE:
This Amendment No. 5 to the Schedule 13D (as amended, the “Schedule 13D”) of Patricia A. Warehime (the “reporting
person”), amends Items 3, 4, 5 and 6 of the Schedule 13D. All capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Schedule 13D.
This
Amendment No. 5 is the reporting person’s final amendment to the Schedule 13D and constitutes an exit filing.
Item
3. Source and Amount of Funds or Other Consideration.
Item
3 is amended to add the following:
The
reporting person’s appointment on January 25, 2018 as trustee of the Warehime 2017 GRAT #1 for the benefit of Patricia A.
Warehime, Katherine A. Mininger, Susan A. Rupp and Elizabeth A. Warehime (the “2017 GRAT”), the reporting person’s
charitable donation of shares of Common Stock on January 29, 2018, and the distribution of shares of Common Stock on March 8,
2018 to the reporting person from the Warehime 2016 GRAT #1 for the benefit of Patricia A. Warehime, Katherine A. Mininger and
Susan A. Rupp (the “2016 GRAT”) (as described in Item 5 below) did not involve payment by the reporting person of
any form of consideration.
Item
4. Purpose of Transactions
Item
4 is amended to add the following:
On
March 26, 2018 (the “Closing Date”), pursuant to the terms of the Merger Agreement, Merger Sub merged with and into
the Issuer, with the Issuer surviving as an indirect wholly-owned subsidiary of Campbell and Merger Sub ceasing to exist following
the Merger. Pursuant to the terms of the Merger Agreement, (i) each share of Common Stock issued and outstanding as of immediately
prior to the effective time (other than shares held by Campbell, Merger Sub, the Issuer (including shares held in treasury) or
their respective subsidiaries) was converted into the right to receive an amount in cash equal to the Per Share Amount and was
cancelled and ceased to exist, and (ii) each RSU of the Issuer vested in accordance with the terms applicable to such RSU and,
to the extent such RSU vested, converted into the right to receive an amount in cash, without interest, equal to the product of
the Per Share Amount and the number of shares of Common Stock subject to such RSU.
As
a result, on the Closing Date, the shares of Common Stock and RSUs of the Issuer beneficially owned by the reporting person were
converted into the right to receive $50.00 in cash per share of Common Stock or RSU, as applicable, and the reporting person ceased
to be the beneficial owner of any securities of the Issuer.
In
connection with the closing of the Merger, the Issuer’s Common Stock that previously traded under the stock symbol "LNCE",
ceased trading on, and is being delisted from, the NASDAQ Global Market.
In
connection with the Merger, each member of the Board of Directors of the Issuer (the "Issuer Board") resigned from the
Issuer Board, including any committee thereof, and the board of directors of Merger Sub immediately prior to the effective time
of the Merger became the board of directors of the Issuer.
On
the Closing Date, the Voting Agreement was terminated in accordance with its terms.
Item
5. Interest in Securities of the Issuer.
Item
5 is amended and restated in its entirety as follows:
(a)
Upon consummation of the transactions contemplated by the Merger Agreement on the Closing Date, the reporting person ceased to
be the beneficial owner of any shares of the Issuer’s Common Stock.
(b)
Upon consummation of the transactions contemplated by the Merger Agreement on the Closing Date, as described in Item 4 above,
the reporting person ceased to hold sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power
to dispose or direct the disposition of, or shared power to dispose or direct the disposition of any shares of the Issuer’s
Common Stock.
(c)
The following is a summary of the transactions effected in shares of Common Stock during the past sixty days by the reporting
person and prior to the effective time of the Merger:
(i) On
January 29, 2018, the reporting person made a charitable donation of 1,774,000 shares of Common Stock, which shares were previously
held by the Patricia A. Warehime Revocable Deed of Trust. This donation was for no consideration. The recipient of such donation
agreed to be bound by the terms of the Voting Agreement then in effect.
(ii) On
March 8, 2018, the Patricia A. Warehime Revocable Deed of Trust received 1,126, 371 shares of Common Stock from the 2016 GRAT.
These shares were distributed for no consideration as an annuity pursuant to the terms of the 2016 GRAT.
(d)
None.
(e)
The reporting person ceased to be a beneficial owner of five percent or more of the Issuer’s Common Stock on the Closing
Date.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item
6 is amended and restated in its entirety as follows:
On
the Closing Date, the Voting Agreement was terminated according to its terms.
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.
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Dated: March 28, 2018
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/s/
Patricia A. Warehime
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Patricia A. Warehime
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