1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The D3 Family Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
408,670 common shares (0.8%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
408,670
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 408,670; for all reporting persons as a group, 2,550,604 shares (5.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ™
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.8%; for all reporting persons as a group 5.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The D3 Family Bulldog Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,636,270 common shares (3.3%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,636,270
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,636,270; for all reporting persons as a group, 2,550,604 shares (5.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ™
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 3.3%; for all reporting persons as a group 5.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The D3 Family Canadian Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
191,815 common shares (0.4%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
191,815
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 191,815; for all reporting persons as a group, 2,550,604 shares (5.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ™
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.4%; for all reporting persons as a group 5.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The DIII Offshore Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
313,849 common shares (0.6%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
313,849
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 313,849; for all reporting persons as a group, 2,550,604 shares (5.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ™
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.6%; for all reporting persons as a group 5.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Nierenberg Investment Management Company, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
2,550,604 shares (5.1%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,550,604 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,550,604; for all reporting persons as a group, 2,550,604 shares (5.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ™
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 5.1%; for all reporting persons as a group 5.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Nierenberg Investment Management Offshore, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
313,849 common shares (0.6%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
313,849 common shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 313,849; for all reporting persons as a group, 2,550,604 shares (5.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ™
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.6%; for all reporting persons as a group 5.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
David Nierenberg
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
2,550,604 common shares (5.1%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,550,604
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,550,604; for all reporting persons as a group, 2,550,604 shares (5.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ™
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 5.1%; for all reporting persons as a group 5.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
Fund
|
Trade Date
|
QTY
|
Price
|
D3 Family Fund, LP
|
05/25/2011
|
13,000
|
7.85
|
D3 Family Bulldog Fund, LP
|
05/25/2011
|
59,000
|
7.85
|
D3 Family Canadian Fund, LP
|
05/25/2011
|
6,000
|
7.85
|
DIII Offshore Fund, LP
|
05/25/2011
|
11,182
|
7.85
|
D3 Family Fund, LP
|
05/26/2011
|
31,640
|
7.87
|
D3 Family Bulldog Fund, LP
|
05/26/2011
|
130,290
|
7.87
|
D3 Family Canadian Fund, LP
|
05/26/2011
|
14,900
|
7.87
|
DIII Offshore Fund, LP
|
05/26/2011
|
25,873
|
7.87
|
D3 Family Fund, LP
|
05/27/2011
|
11,940
|
7.85
|
D3 Family Bulldog Fund, LP
|
05/27/2011
|
47,935
|
7.85
|
D3 Family Canadian Fund, LP
|
05/27/2011
|
5,715
|
7.85
|
DIII Offshore Fund, LP
|
05/27/2011
|
9,410
|
7.85
|
D3 Family Fund, LP
|
06/02/2011
|
7,960
|
8.00
|
D3 Family Bulldog Fund, LP
|
06/02/2011
|
31,565
|
8.00
|
D3 Family Canadian Fund, LP
|
06/02/2011
|
3,875
|
8.00
|
DIII Offshore Fund, LP
|
06/02/2011
|
4,429
|
8.00
|
D3 Family Fund, LP
|
06/03/2011
|
2,485
|
7.97
|
D3 Family Bulldog Fund, LP
|
06/03/2011
|
9,580
|
7.97
|
D3 Family Canadian Fund, LP
|
06/03/2011
|
930
|
7.97
|
DIII Offshore Fund, LP
|
06/03/2011
|
1,805
|
7.97
|
D3 Family Fund, LP
|
06/06/2011
|
3,415
|
7.85
|
D3 Family Bulldog Fund, LP
|
06/06/2011
|
13,180
|
7.85
|
D3 Family Canadian Fund, LP
|
06/06/2011
|
1,510
|
7.85
|
DIII Offshore Fund, LP
|
06/06/2011
|
2,381
|
7.85
|
D3 Family Fund, LP
|
06/07/2011
|
17,195
|
7.85
|
D3 Family Bulldog Fund, LP
|
06/07/2011
|
68,720
|
7.85
|
D3 Family Canadian Fund, LP
|
06/07/2011
|
8,050
|
7.85
|
DIII Offshore Fund, LP
|
06/07/2011
|
12,990
|
7.85
|
D3 Family Fund, LP
|
06/08/2011
|
6,995
|
7.84
|
D3 Family Bulldog Fund, LP
|
06/08/2011
|
28,850
|
7.84
|
D3 Family Canadian Fund, LP
|
06/08/2011
|
3,310
|
7.84
|
DIII Offshore Fund, LP
|
06/08/2011
|
5,707
|
7.84
|
D3 Family Fund, LP
|
06/09/2011
|
7,570
|
7.84
|
D3 Family Bulldog Fund, LP
|
06/09/2011
|
31,080
|
7.84
|
D3 Family Canadian Fund, LP
|
06/09/2011
|
3,415
|
7.84
|
DIII Offshore Fund, LP
|
06/09/2011
|
6,118
|
7.84
|
D3 Family Fund, LP
|
06/17/2011
|
15,270
|
8.39
|
D3 Family Bulldog Fund, LP
|
06/17/2011
|
61,080
|
8.39
|
D3 Family Canadian Fund, LP
|
06/17/2011
|
7,130
|
8.39
|
DIII Offshore Fund, LP
|
06/17/2011
|
9,520
|
8.39
|