1.
|
names of Reporting Persons
The D3 Family Fund, L.P.
|
||
2.
|
check the appropriate box if a member of a group (a) [x]
(b) ☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
Washington
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
258,417 common shares (1.5%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
258,417
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 258,417; for all reporting persons as a group, 973,616 shares (5.8%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 1.5%; for all reporting persons as a group, 5.8%
|
||
12.
|
type of Reporting Person PN
|
1.
|
names of Reporting Persons
The D3 Family Bulldog Fund, L.P.
|
||
2.
|
check the appropriate box if a member of a group (a) [x]
(b) ☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
Washington
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
633,589 common shares (3.8%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
633,589
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 633,589; for all reporting persons as a group, 973,616 shares (5.8%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 3.8%; for all reporting persons as a group, 5.8%
|
||
12.
|
type of Reporting Person PN
|
1.
|
names of Reporting Persons
The DIII Offshore Fund, L.P.
|
||
2.
|
check the appropriate box if a member of a group (a) [x]
(b) ☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
Bahamas
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
81,610 common shares (0.5%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
81,610
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 81,610; for all reporting persons as a group, 973,616 shares (5.8%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 0.5%; for all reporting persons as a group, 5.8%
|
||
12.
|
type of Reporting Person PN
|
1.
|
names of Reporting Persons
Nierenberg Investment Management Company, Inc.
|
||
2.
|
check the appropriate box if a member of a group (a) [x]
(b) ☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
Washington
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
973,616 common shares (5.8%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
973,616
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 973,616; for all reporting persons as a group, 973,616 shares (5.8%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 5.8%; for all reporting persons as a group, 5.8%
|
||
12.
|
type of Reporting Person CO
|
1.
|
names of Reporting Persons
Nierenberg Investment Management Offshore, Inc.
|
||
2.
|
check the appropriate box if a member of a group (a) [x]
(b) ☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
Bahamas
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
81,610 common shares (0.5%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
81,610
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 81,610; for all reporting persons as a group, 973,616 shares (5.8%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 0.5%; for all reporting persons as a group, 5.8%
|
||
12.
|
type of Reporting Person CO
|
1.
|
names of Reporting Persons
David Nierenberg
|
||
2.
|
check the appropriate box if a member of a group (a) [x]
(b) ☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
United Stated of America
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
973,616 common shares (5.8%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
973,616
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 973,616; for all reporting persons as a group, 973,616 shares (5.8%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 5.8%; for all reporting persons as a group, 5.8%
|
||
12.
|
type of Reporting Person IN
|
Item 4. | Ownership. |
Item 10. | Certification. |
D3 Family Fund, L.P. and D3 Family Bulldog Fund, L.P.
|
|
By: Nierenberg Investment Management Company, Inc.
|
|
February 12, 2016
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
|
|
February 12, 2016
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Company, Inc. |
|
February 12, 2016
|
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Offshore, Inc. |
|
February 12, 2016
|
By: /s/ David Nierenberg
David Nierenberg, President
|
February 12, 2016
|
/s/ David Nierenberg
David Nierenberg, President
|