UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
(Name of Issuer)
Common Stock, par value $0.03 per share
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(Title of Class of Securities)
143436400
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(CUSIP Number)
Beth R. Kramer
Chadbourne & Parke LLP 1301 Avenue of the Americas New York, New York 10019-6022 1 (212) 408-5100 |
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 4, 2016
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 143436400
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Page 2 of 19 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Mittleman Brothers, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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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)
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AF
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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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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York, 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
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1,755,345
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,755,345
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,755,345
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.1%
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14
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TYPE OF REPORTING PERSON
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HC
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CUSIP No. 143436400
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Page 3 of 19 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Master Control LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
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(b)
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☒
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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)
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AF
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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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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, 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
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1,755,345
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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0
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10
|
SHARED DISPOSITIVE POWER
|
|
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||
1,755,345
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|
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|||
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,755,345
|
|
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|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
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||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.1%
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14
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TYPE OF REPORTING PERSON
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HC
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CUSIP No. 143436400
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Page 4 of 19 Pages
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1
|
NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
Mittleman Investment Management, LLC
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
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|
||||
3
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SEC USE ONLY
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
|
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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|
||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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1,755,345
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|
|
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
1,755,345
|
|
|
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8
|
SHARED VOTING POWER
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0
|
|
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|||
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9
|
SOLE DISPOSITIVE POWER
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0
|
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|||
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|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,755,345
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,755,345
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
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|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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7.1%
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14
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TYPE OF REPORTING PERSON
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IA
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CUSIP No. 143436400
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Page 5 of 19 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|
|||
Christopher P. Mittleman
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
||
OO
|
|
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|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
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|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
||
New York, USA
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|
|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
1,755,345
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,755,345
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,755,345
|
|
|
|||
|
|
||||
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)
|
|
|
||
7.1%
|
|
|
|||
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14
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TYPE OF REPORTING PERSON
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IN, HC
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CUSIP No. 143436400
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SCHEDULE 13D
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Page 6 of 19 Pages
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Item 1. | Security and Issuer. |
CUSIP No. 143436400
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SCHEDULE 13D
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Page 7 of 19 Pages
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(b) | The principal business address of the Reporting Persons is |
(c) | This Schedule 13D is filed on behalf of Mittleman Brothers, Master, MIM, and Mr. Mittleman. MIM serves as an investment adviser and/or manager to Managed Portfolios. As a result of its role as investment adviser of the Managed Portfolios, MIM may be deemed to be the beneficial owner of the shares of the Issuer's Common Stock held by such Managed Portfolios. Mittleman Brothers is the sole member of Master Control LLC ("Master") and Master is the sole member of MIM. Mittleman Brothers and Master may be deemed to beneficially own securities owned by MIM. Mr. Mittleman is the Managing Partner and Chief Investment Officer of MIM and may be deemed to beneficially own securities beneficially owned by MIM. The principal business of MIM is acting as an SEC registered investment advisor. The principal business of Master and Mittleman Brothers is the control of MIM. The principal business of Mr. Mittleman is serving as the chief investment officer of MIM. |
(d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D. |
(e) | See (d) above. |
(f) | Mittleman Brothers and MIM are organized under the laws of the State of New York. Master is organized under the laws of the state of Delaware. Mr. Mittleman is a U.S. citizen. |
CUSIP No. 143436400
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SCHEDULE 13D
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Page 8 of 19 Pages
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Item 4. | Purpose of Transaction. |
CUSIP No. 143436400
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SCHEDULE 13D
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Page 9 of 19 Pages
|
(c) | Transactions in the class of securities reported on that were effected during the past sixty days by the Reporting Persons and, to the Reporting Persons' knowledge, the Listed Persons are described below. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices. |
Transaction Date
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Effecting Person
|
Shares Acquired
|
Shares Disposed
|
Price Per Share (1)
|
Description of Transaction
|
1/4/2016
|
Mittleman Investment Management, LLC
|
200
|
22.54
|
open market
|
CUSIP No. 143436400
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SCHEDULE 13D
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Page 10 of 19 Pages
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1/4/2016
|
Mittleman Investment Management, LLC
|
200
|
22.57
|
open market
|
|
1/5/2016
|
Mittleman Investment Management, LLC
|
800
|
22.62
|
open market
|
|
1/5/2016
|
Mittleman Investment Management, LLC
|
200
|
23.04
|
open market
|
|
1/5/2016
|
Mittleman Investment Management, LLC
|
300
|
23.05
|
open market
|
|
1/7/2016
|
Mittleman Investment Management, LLC
|
65
|
22.61
|
open market
|
|
1/7/2016
|
Mittleman Investment Management, LLC
|
155
|
22.39
|
open market
|
|
1/7/2016
|
Mittleman Investment Management, LLC
|
285
|
22.33
|
open market
|
|
1/7/2016
|
Mittleman Investment Management, LLC
|
175
|
22.32
|
open market
|
|
1/7/2016
|
Mittleman Investment Management, LLC
|
50
|
22.62
|
open market
|
|
1/7/2016
|
Mittleman Investment Management, LLC
|
75
|
22.55
|
open market
|
|
1/7/2016
|
Mittleman Investment Management, LLC
|
36
|
22.63
|
open market
|
|
1/7/2016
|
Mittleman Investment Management, LLC
|
84
|
22.53
|
open market
|
|
1/7/2016
|
Mittleman Investment Management, LLC
|
45
|
22.44
|
open market
|
|
1/8/2016
|
Mittleman Investment Management, LLC
|
25
|
22.05
|
open market
|
|
1/11/2016
|
Mittleman Investment Management, LLC
|
325
|
22.06
|
open market
|
|
1/11/2016
|
Mittleman Investment Management, LLC
|
250
|
22.04
|
open market
|
|
1/11/2016
|
Mittleman Investment Management, LLC
|
50
|
21.88
|
open market
|
|
1/11/2016
|
Mittleman Investment Management, LLC
|
850
|
22.00
|
open market
|
|
1/13/2016
|
Mittleman Investment Management, LLC
|
415
|
22.98
|
open market
|
|
1/14/2016
|
Mittleman Investment Management, LLC
|
100
|
21.84
|
open market
|
|
1/14/2016
|
Mittleman Investment Management, LLC
|
100
|
21.86
|
open market
|
|
1/14/2016
|
Mittleman Investment Management, LLC
|
330
|
21.87
|
open market
|
|
1/15/2016
|
Mittleman Investment Management, LLC
|
1,000
|
21.74
|
open market
|
|
1/15/2016
|
Mittleman Investment Management, LLC
|
1,000
|
21.57
|
open market
|
|
1/15/2016
|
Mittleman Investment Management, LLC
|
1,000
|
21.52
|
open market
|
CUSIP No. 143436400
|
SCHEDULE 13D
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Page 11 of 19 Pages
|
1/15/2016
|
Mittleman Investment Management, LLC
|
200
|
21.54
|
open market
|
|
1/19/2016
|
Mittleman Investment Management, LLC
|
630
|
21.57
|
open market
|
|
1/19/2016
|
Mittleman Investment Management, LLC
|
200
|
21.53
|
open market
|
|
1/21/2016
|
Mittleman Investment Management, LLC
|
300
|
21.33
|
open market
|
|
1/21/2016
|
Mittleman Investment Management, LLC
|
45
|
21.41
|
open market
|
|
1/21/2016
|
Mittleman Investment Management, LLC
|
250
|
21.84
|
open market
|
|
1/21/2016
|
Mittleman Investment Management, LLC
|
700
|
21.35
|
open market
|
|
1/21/2016
|
Mittleman Investment Management, LLC
|
105
|
21.75
|
open market
|
|
1/21/2016
|
Mittleman Investment Management, LLC
|
3,500
|
21.79
|
open market
|
|
1/21/2016
|
Mittleman Investment Management, LLC
|
750
|
21.79
|
open market
|
|
1/28/2016
|
Mittleman Investment Management, LLC
|
150
|
21.17
|
open market
|
|
1/28/2016
|
Mittleman Investment Management, LLC
|
1,475
|
21.39
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.94
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.95
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.94
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
50
|
21.93
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
600
|
21.93
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.94
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
50
|
21.94
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.93
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.93
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.90
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
75
|
21.90
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.89
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
25
|
21.93
|
open market
|
CUSIP No. 143436400
|
SCHEDULE 13D
|
Page 12 of 19 Pages
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.90
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
28
|
21.93
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.93
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.89
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.87
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
11
|
21.87
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.89
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.88
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
11
|
21.87
|
open market
|
|
2/1/2016
|
Mittleman Investment Management, LLC
|
100
|
21.87
|
open market
|
|
2/11/2016
|
Mittleman Investment Management, LLC
|
100
|
19.91
|
open market
|
|
2/17/2016
|
Mittleman Investment Management, LLC
|
400
|
20.29
|
open market
|
|
2/22/2016
|
Mittleman Investment Management, LLC
|
17,000
|
20.14
|
open market
|
|
2/23/2016
|
Mittleman Investment Management, LLC
|
2,600
|
20.00
|
open market
|
|
2/24/2016
|
Mittleman Investment Management, LLC
|
100
|
21.14
|
open market
|
|
2/24/2016
|
Mittleman Investment Management, LLC
|
100
|
21.14
|
open market
|
|
2/29/2016
|
Mittleman Investment Management, LLC
|
200
|
21.62
|
open market
|
|
2/29/2016
|
Mittleman Investment Management, LLC
|
20
|
21.96
|
open market
|
|
2/29/2016
|
Mittleman Investment Management, LLC
|
88
|
21.96
|
open market
|
|
2/29/2016
|
Mittleman Investment Management, LLC
|
16
|
21.96
|
open market
|
|
2/29/2016
|
Mittleman Investment Management, LLC
|
100
|
21.96
|
open market
|
|
3/2/2016
|
Mittleman Investment Management, LLC
|
50
|
25.17
|
open market
|
CUSIP No. 143436400
|
SCHEDULE 13D
|
Page 13 of 19 Pages
|
(d) | Other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement. No such person is known to have such right or power with respect to more than five percent of the shares of Common Stock. |
(e) | Not applicable. |
Item 7. | Material to be Filed as Exhibits. |
Exhibit A. | Letter sent by Mittleman Brothers to the CEO and Board of Directors of Carmike Cinemas, Inc. |
Exhibit B. | Joint Filing Agreement |
CUSIP No. 143436400
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SCHEDULE 13D
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Page 14 of 19 Pages
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Dated: March 8, 2016
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MITTLEMAN BROTHERS, LLC
By: /s/ Christopher P. Mittleman
Name: Christopher P. Mittleman Title: Managing Member |
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MASTER CONTROL LLC
By: /s/ Philip C. Mittleman
Name: Philip C. Mittleman Title: Managing Partner |
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MITTLEMAN INVESTMENT MANAGEMENT, LLC
By: /s/ Laura Kate Garner
Name: Laura Kate Garner
Title: Chief Compliance Officer |
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CHRISTOPHER P. MITTLEMAN
By: /s/ Christopher P. Mittleman
Name: Christopher P. Mittleman Title: Managing Partner and Chief Investment Officer |
CUSIP No. 143436400
|
SCHEDULE 13D
|
Page 15 of 19 Pages
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CUSIP No. 143436400
|
SCHEDULE 13D
|
Page 16 of 19 Pages
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CUSIP No. 143436400
|
SCHEDULE 13D
|
Page 17 of 19 Pages
|
CUSIP No. 143436400
|
SCHEDULE 13D
|
Page 18 of 19 Pages
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Date: March 8, 2016
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MITTLEMAN BROTHERS, LLC
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|
By:
|
/s/ Christopher P. Mittleman
|
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Name: Christopher P. Mittleman
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||
Title: Managing Partner
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||
MASTER CONTROL LLC
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||
By:
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/s/ Philip C. Mittleman
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Name: Philip C. Mittleman
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||
Title: Authorized Signatory
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||
MITTLEMAN INVESTMENT MANAGEMENT, LLC
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||
By:
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/s/ Laura Kate Garner
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Name: Laura Kate Garner
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||
Title: Chief Compliance Officer
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||
CHRISTOPHER P. MITTLEMAN
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||
/s/ Christopher P. Mittleman
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CUSIP No. 143436400
|
SCHEDULE 13D
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Page 19 of 19 Pages
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Name
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Title
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Principal Occupation
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Citizenship
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Christopher P. Mittleman
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Managing Partner/Chief Investment Officer
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Managing Partner/Chief Investment Officer of MIM
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United States
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David J. Mittleman
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Managing Partner/Chief Client Relationship Officer
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Managing Partner/Chief Client Relationship Officer of MIM
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United States
|
Philip C. Mittleman
|
Managing Partner/Chief Operating Officer/Chief Compliance Officer
|
Managing Partner/Chief Operating Officer/Chief Compliance Officer of MIM
|
United States
|
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