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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(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
(Name of Issuer)
Common Stock, par value $0.0017
(Title of Class of Securities)
(CUSIP Number)
ANDREWS KURTH LLP
450 Lexington Avenue, 15th Floor
New York, New York 10017
Attn: David Hoyt
(212) 850-2872
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 o.
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 persons 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).
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1 |
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NAME OF REPORTING PERSONS
KAREN SINGER |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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UNITED STATES OF AMERICA
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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6,799,561 |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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6,799,561 |
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WITH |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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6,799,561 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.3% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSONS
Lloyd I. Miller, III |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF-AF-OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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UNITED STATES OF AMERICA
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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3,101,964 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,268,779 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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3,101,964 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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2,268,779 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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5,370,743 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.4% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
SCHEDULE 13D/A1
This constitutes Amendment No. 1 (the Amendment No. 1) to the statement on
Schedule 13D filed on behalf of Karen Singer (Singer), as trustee of Singer Childrens
Management Trust (the Trust), and Lloyd I. Miller, III (Miller), dated and
filed September 8, 2011 (the Statement), relating to the shares (Shares) of common
stock (the Common Stock) of MRV Communications, Inc. (the Company or
Issuer). The Companys principal executive offices are located at 20415 Nordhoff Street,
Chatsworth, CA 91311. Each of Singer and Miller is referred to herein as a Reporting Person and
collectively as the Reporting Persons. Unless specifically amended or modified hereby, the
disclosure set forth in the Statement shall remain unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby amended and restated in its entirety as follows:
Singer may be deemed to beneficially own 6,799,561 shares through the Trust, as follows:
Singer is the trustee of the Trust, which was created pursuant to the Trust Agreement, dated
May 29, 1998 (the Trust Agreement). All of the Shares held by the Trust were purchased by
funds generated and held by the Trust. The aggregate amount of funds used for the purchase of the
Shares was approximately $8,925,845.06.
Miller may be deemed to beneficially own 5,370,743 Shares through the following various
entities:
Miller is the manager of Milfam LLC (Milfam LLC), an Ohio limited liability company
established pursuant to the Operating Agreement of Milfam LLC dated as of December 10, 1996, and
Milfam LLC is the advisor to Trust A-4 (Trust A-4) and Trust C (Trust C and,
together with Trust A-4, the Trusts). The Trusts were created pursuant to an Amended and
Restated Trust Agreement, dated September 20, 1983 (the Trust Agreement). Pursuant to a
Declaratory Judgment Order, entered on November 20, 1992 in the Court of Common Pleas, Probate
Division, Hamilton County, Ohio, Trust A was split into four separate trusts (the Trust A
Trusts), one of which is Trust A-4. The Trusts were further reformed by Order of the Delaware
Chancery Court dated December 23, 2010 pursuant to which Milfam LLC was appointed advisor to the
Trusts. All of the Shares purchased by Trust A-4 were purchased with funds generated and held by
Trust A-4. The aggregate purchase price for the Shares purchased by Trust A-4 was $3,219,323.44.
All of the Shares purchased by Trust C were purchased with funds generated and held by Trust C.
The aggregate purchase price for the Shares purchased by Trust C was $330,000.00.
Milfam LLC is the general partner of Milfam II L.P. (Milfam II), a Georgia limited
partnership established pursuant to the Partnership Agreement for Milfam II L.P., dated December
11, 1996. All of the Shares Miller is deemed to beneficially own as the manager of the general
partner of Milfam II were purchased with money contributed to Milfam II by its partners or money
generated and held by Milfam II. The aggregate purchase price for the Shares purchased by Milfam
II was $144,900.00.
Miller is the settlor of an individual retirement trust account (the IRA). All of
the Shares held by the IRA were purchased with personal funds generated and contributed to the IRA
by Miller. The purchase price for the Shares held by the IRA was $1,339.00.
Miller is the trustee for a certain generation skipping trust, Catherine Miller GST (the
Catherine GST). All of the Shares Miller is deemed to beneficially own as the trustee
for Catherine GST were purchased with funds generated and held by the Catherine GST. The aggregate
purchase price for the Shares Miller is deemed to beneficially own as trustee of the Catherine GST
was $50.980.00.
Miller is the grantor and co-trustee with Kimberly Miller of a trust in favor of Alexandra
Miller and Lloyd I. Miller, IV (the KSMTR). As investment counsel, Miller may exercise
sole rights to vote and dispose of Shares. The purchase price for the Shares held by the KSMTR was
$29,709.81.
Miller is the custodian to certain accounts created pursuant to the Florida Uniform Gift to
Minors Act (UGMA). One such account (the Alex UGMA) is for the benefit of Alexandra
Miller. All of the Shares Miller is deemed to beneficially own as the custodian to the Alex UGMA
were purchased with money generated and held by the Alex UGMA. The aggregate purchase price for
the Shares purchased by the Alex UGMA was $63,896.85. Another such account (the Lloyd IV
UGMA) is for the benefit of Lloyd I. Miller, IV. All of the Shares Miller is deemed to
beneficially own as the custodian to the Lloyd IV UGMA were purchased with money generated and held
by the Lloyd IV UGMA. The aggregate purchase price for the Shares purchased by the Lloyd IV UGMA
was $100,098.54.
Miller is the co-trustee of a trust (Crider GST). All of the Shares Miller is
deemed to beneficially own as the trustee for Crider GST were purchased with funds generated and
held by the Crider GST. The aggregate purchase price for the Shares Miller is deemed to
beneficially own as trustee of Crider GST was $100,979.67.
Miller is the co-member and co-manager of Milfam NG LLC (Milfam NG). All of the
Shares Miller is deemed to beneficially own as the co-manager for Milfam NG were purchased with
funds generated and held by Milfam NG. The aggregate purchase price for the Shares Miller is
deemed to beneficially own as co-manager of Milfam NG was $2,795,774.61.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended by adding the following at the end thereof:
The Reporting Persons are pleased that the Issuer finally agreed to (i) return capital to the
Issuers shareholders via a special dividend payable November 10, 2011 and (ii) provide the
Issuers shareholders with representation on the Board of Directors via the appointment, on October
20, 2011, of Kenneth Traub and Robert Pons to fill the vacancies created by the departures of Ken
Shubin Stein and Dilip Sing. The Reporting Persons believe, however, that the Issuer should return
additional capital to the Issuers shareholders and provide the Issuers shareholders with more input with respect to the
Issuers operations. The Reporting Persons intend to monitor the situation
and developments at the Issuer closely and may engage in further discussions with management and
the Board of Directors concerning the business, operations, composition of the Board of Directors
and future plans of the Issuer, including the matters discussed in their prior communications with
the Issuer.
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 completion of any of the actions discussed above. The Reporting
Persons intend to review their investments in the Issuer on a continuing basis and engage in
discussions with management and the Board concerning the business, operations and future plans of
the Issuer. Depending on various factors including, without limitation, the Issuers 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 investments in the Issuer as they deem appropriate including,
without limitation, seeking Board representation, making
proposals to the Issuer concerning changes to the capitalization, ownership structure or
operations of the Issuer, 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
changing their intention with respect to any and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a) Singer, as trustee of the Trust, may be deemed to beneficially own 6,799,561 Shares of the
Issuer, comprising approximately 4.3% of the outstanding Shares of the Issuer, based on 157,471,931
Shares outstanding as reported in the Issuers Form 10-Q filed on August 9, 2011.
Miller may be deemed to beneficially own 5,370,743 Shares, comprising approximately 3.4% of
the outstanding Shares of the Issuer, based on 157,471,931 Shares outstanding as reported in the
Issuers Form 10-Q filed on August 9, 2011. As of the date hereof, 2,543,940 of the Shares
beneficially owned by Miller are owned of record by Trust A-4, 250,000 of the Shares beneficially
owned by Miller are owned of record by Trust C, 43,200 of the Shares beneficially owned by Miller
are owned of record by the Catherine GST, 76,669 of the Shares beneficially owned by Miller are
owned of record by the Crider GST, 47,331 of the Shares beneficially owned by Miller are owned of
record by the Alex UGMA, 76,000 of the Shares beneficially owned by Miller are owned of record by
the Lloyd IV UGMA, 25,393 of the Shares beneficially owned by Miller are owned of record by the
KSMTR, 2,192,110 of the Shares beneficially owned by Miller are owned of record by Milfam NG,
115,000 of the Shares beneficially owned by Miller are owned of record by Milfam II, and 1,100 of
the Shares are owned by the IRA.
Each of the Reporting Persons, as a member of a group with the other Reporting Persons for
purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), may be deemed to beneficially own the Shares owned by the other Reporting Persons. The
filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for
purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does
not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the
Shares reported herein that he or it does not directly own.
(b) Singer has sole dispositive and voting power over the Shares owned by the Trust as
reported on this Schedule 13D.
Miller has sole voting and dispositive power for the Shares owned by Trust A-4, Trust C, the
Alex UGMA, the Lloyd IV UGMA, the KSMTR, the Catherine GST, the IRA and Milfam II. Miller has
shared voting and dispositive power for the Shares owned by Milfam NG and Crider GST.
(c) The following table details the transactions effected by the Reporting Persons since the
filing of the Statement:
Singer Childrens Management Trust
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Date of Transaction |
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Number of Shares Purchased |
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Price Per Share |
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September 22, 2011 |
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150,000 |
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$ |
1.25 |
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September 22, 2011 |
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25,000 |
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$ |
1.26 |
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September 23, 2011 |
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141,669 |
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$ |
1.2071 |
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October 21, 2011 |
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113,300 |
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$ |
1.1572 |
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Date of Transaction |
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Number of Shares Purchased |
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Price Per Share |
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October 26, 2011 |
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250,000 |
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$ |
1.27 |
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October 26, 2011 |
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250,000 |
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$ |
1.32 |
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October 27, 2011 |
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889,870 |
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$ |
1.2572 |
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October 27, 2011 |
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50,000 |
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$ |
1.27 |
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Lloyd I. Miller, III Milfam NG LLC
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Date of Transaction |
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Number of Shares Purchased |
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Price Per Share |
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September 22, 2011 |
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281,417 |
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$ |
1.2758 |
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September 23, 2011 |
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167,492 |
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$ |
1.2075 |
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Lloyd I. Miller, III Trust A-4
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Date of Transaction |
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Number of Shares Purchased |
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Price Per Share |
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October 26, 2011 |
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250,000 |
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$ |
1.27 |
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October 27, 2011 |
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889,865 |
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$ |
1.2572 |
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Lloyd I. Miller, III Trust C
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Date of Transaction |
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Number of Shares Purchased |
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Price Per Share |
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October 26, 2011 |
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250,000 |
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$ |
1.32 |
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(d) No person other than the Reporting Persons 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.
Not applicable.
Item 7. Materials to be Filed as Exhibits.
Not applicable.
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: October 31, 2011
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KAREN SINGER
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By: |
/s/ Karen Singer |
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Lloyd I. Miller, III
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By: |
/s/ Lloyd I. Miller, III |
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