UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(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. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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).

 

 

 

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Item 1.                   Security and Issuer

 

This statement relates to the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and the Series A convertible preferred stock (the “Preferred Stock”), which Preferred Stock is currently convertible into Common Stock (the Preferred Stock, together with the Common Stock, “Company Shares”), and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), exclusively to reflect a change aggregating more than one percent (1%) in Knott Partners, L.P.’s ownership of the outstanding Common Stock. David M. Knott is deemed to have a beneficial interest in the Common Stock as the managing general partner of Knott Partners, L.P.

 

Item 2.                   Identity and Background

 

 

Item 3.                   Source and Amount of Funds or Other Consideration

 

 

Item 4.                   Purpose of Transaction

 

 

Item 5.                   Interest in Securities of the Issuer

 

This Item is being amended solely as follows:

 

(a)-(b) Mr. Knott and Dorset: See Rows 7 through 11 and 13 on pages 2-3. The Partnership has the sole power to vote 2,115,221 shares of Company Shares and dispose of 2,144,991 shares of Company Shares held in the Partnerships’ respective accounts. As President of Dorset, Mr. Knott shares with certain of Dorset’s clients the power to vote that portion of 29,770 shares of Company Shares held in their respective accounts.

 

Knott Partners, L.P.: See Rows 7 through 11 and 13 on page 4.  Knott Partners, L.P., directly beneficially owns 1,522,725 shares of Company Shares, which represents approximately 8.0% of the outstanding shares of Common Stock.

 

(c) No transactions in the class of securities reported on were effected by Knott Partners, L.P., during the past sixty days, except for the following dispositions in the open market, on the following days and at the following per share prices:

 

		12-14-15 $1.9005		12-15-15 $1.8308		12-16-15 $1.7567		12-17-15 $1.5625		12-18-15 $1.5655		Total
Knott Partners, L.P.		20,200		31,900		23,800		16,700		57,600		150,200

 

No other transactions in the class of securities reported on were effected by other of the Reporting Persons during the past sixty days, except for the following dispositions in the open market, on the following days and at the following per share prices:

 

		12-14-15 $1.9005		12-15-15 $1.8308		12-16-15 $1.7567		12-17-15 $1.5625		12-18-15 $1.5655		Total
Shoshone Partners, L.P.*		5,769		6,401		4,871		3,400		11,798		32,239

 

*The transactions of Shoshone Partners, L.P., are included exclusively to reflect Mr. Knott’s deemed beneficial ownership of Shoshone Partners, L.P., as the managing member of Knott Partners Management, LLC, which is the sole general partner of Shoshone Partners, L.P.

 

The change in the percentage of Common Stock also reflects an increase in the outstanding Common Stock since the date of the last Schedule 13DA filing regarding the Company by the Reporting Person

 

Item 6.                   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

 

Item 7.                   Material to be Filed as Exhibits

 

 

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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.

 

	December 21, 2015
	Date
	/s/ David M. Knott
	David M. Knott
	December 21, 2015
	Date
	DORSET MANAGEMENT CORPORATION
	/s/ David M. Knott
	David M. Knott, President
	KNOTT PARTNERS, L. P.
	By: Knott Partners Management, LLC
	/s/ David M. Knott
	David M. Knott, Managing Member

 

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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