0001188112-13-003500.txt : 20131205 0001188112-13-003500.hdr.sgml : 20131205 20131205162214 ACCESSION NUMBER: 0001188112-13-003500 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20131205 DATE AS OF CHANGE: 20131205 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS, L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bravo Brio Restaurant Group, Inc. CENTRAL INDEX KEY: 0001495479 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 341566328 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85734 FILM NUMBER: 131260121 BUSINESS ADDRESS: STREET 1: 777 GOODALE BOULEVARD STREET 2: SUITE 100 CITY: COLUMBUS STATE: OH ZIP: 43212 BUSINESS PHONE: (614) 326-7944 MAIL ADDRESS: STREET 1: 777 GOODALE BOULEVARD STREET 2: SUITE 100 CITY: COLUMBUS STATE: OH ZIP: 43212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-96000 MAIL ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D 1 t77926_sc13d.htm SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(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)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Bravo Brio Restaurant Group, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

10567B109

(CUSIP Number)

Michael R. Murphy

Discovery Group I, LLC

191 North Wacker Drive

Suite 1685

Chicago, Illinois 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 25, 2013

(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.

*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).

CUSIP No. 10567B109

	1.	Names of Reporting Persons. Discovery Equity Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)

		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Illinois

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.

			8.	Shared Voting Power 1,020,789

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,020,789

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,020,789

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.2%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 10567B109

	1.	Names of Reporting Persons. Discovery Group I, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)

		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.

			8.	Shared Voting Power 1,020,789

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,020,789

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,020,789

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.2%

	14.	Type of Reporting Person (See Instructions) IA

CUSIP No. 10567B109

	1.	Names of Reporting Persons. Daniel J. Donoghue

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.

			8.	Shared Voting Power 1,020,789

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,020,789

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,020,789

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.2%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 10567B109

	1.	Names of Reporting Persons. Michael R. Murphy

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.

			8.	Shared Voting Power 1,020,789

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,020,789

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,020,789

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.2%

	14.	Type of Reporting Person (See Instructions) IN


Item 1.	Security and Issuer

	This statement relates to the Common Stock, no par value (the “Common Stock”), of Bravo Brio Restaurant Group, Inc., an Ohio corporation (the “Company”), which has its principal executive offices at 777 Goodale Boulevard, Suite 100, Columbus, Ohio 43212.

Item 2.	Identity and Background

	This statement is being jointly filed by the following persons (the “Reporting Persons”): Discovery Equity Partners, L.P. (“Discovery Equity Partners”) is an Illinois limited partnership primarily engaged in the business of investing in securities. Discovery Group I, LLC (“Discovery Group”) is a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended, that is primarily engaged in the business of investing in securities on behalf of institutional clients. Daniel J. Donoghue is a Managing Member of Discovery Group and of various related entities, which is his principal occupation. Michael R. Murphy is a Managing Member of Discovery Group and of various related entities, which is his principal occupation. Both Mr. Donoghue and Mr. Murphy are United States citizens. The business address of each of the Reporting Persons is 191 North Wacker Drive, Suite 1685, Chicago, Illinois 60606.

	During the past five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration

	The total purchase price for the 1,020,789 shares of Common Stock beneficially owned by the Reporting Persons as of December 4, 2013 was approximately $15,579,324. The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.


Item 4.	Purpose of Transaction

	The Reporting Persons acquired beneficial ownership of the shares of Common Stock reported herein as part of their investment activities on behalf of Discovery Equity Partners. The Reporting Persons acquired the shares of Common Stock reported herein because they believe that the trading prices of the Common Stock do not adequately reflect the potential value of the Company’s underlying business and assets. The Reporting Persons intend to review and evaluate their investment in the Common Stock on an ongoing basis and may, depending upon their evaluation of the business and prospects of the Company, or such other considerations as they may deem relevant, determine to increase, decrease, or dispose of their holdings of Common Stock. As a part of such review and evaluation, the Reporting Persons may hold discussions with the Company’s management and directors, other shareholders and other interested parties. Except as otherwise described in this Item 4, the Reporting Persons do not have present plans or proposals that relate to or would result in any of the following (although the Reporting Persons reserve the right to develop such plans or proposals or any other plans relating to the Company and to take action with respect thereto): (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company’s business or corporate structure; (vii) changes in the Company’s certificate of incorporation, bylaws, or instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer

	The information concerning percentages of ownership set forth below is based on 19,466,247 shares of Common Stock reported outstanding as of November 6, 2013 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. Discovery Equity Partners beneficially owns 1,020,789 shares of Common Stock as of December 4, 2013, which represents 5.2% of the outstanding Common Stock. Discovery Group beneficially owns 1,020,789 shares of Common Stock as of December 4, 2013, which represents 5.2% of the outstanding Common Stock. Mr. Donoghue beneficially owns 1,020,789 shares of Common Stock as of December 4, 2013, which represents 5.2% of the outstanding Common Stock.


	Mr. Murphy beneficially owns 1,020,789 shares of Common Stock as of December 4, 2013, which represents 5.2% of the outstanding Common Stock.. Discovery Group is the sole general partner of Discovery Equity Partners. Messrs. Donoghue and Murphy are the sole managing members of Discovery Group. As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by Discovery Equity Partners. The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto. No person other than Discovery Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

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

	There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to this Schedule 13D included as Exhibit 2 to this Schedule 13D, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Schedule 13D.


Item 7.	Material to Be Filed as Exhibits

	Exhibit 1: List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.

	Exhibit 2: Joint Filing Agreement dated as of December 5, 2013, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

	Exhibit 3: Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

	Exhibit 4: Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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 5, 2013
	Date

	DISCOVERY GROUP I, LLC, for itself and as general partner of DISCOVERY EQUITY PARTNERS, L.P.


	By: Michael R. Murphy*
	Signature

	Michael R. Murphy, Managing Member
	Name/Title

	Daniel J. Donoghue*
	Signature
	Daniel J. Donoghue
	Name/Title

	Michael R. Murphy*
	Signature

	Michael R. Murphy
	Name/Title


	*By: /s/ Mark Buckley
	Mark Buckley Attorney-in-Fact for Daniel J. Donoghue Attorney-in-Fact for Michael R. Murphy

Exhibit Index


Exhibit 1	List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.

Exhibit 2	Joint Filing Agreement dated as of December 5, 2013, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 3	Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

Exhibit 4	Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

EX-1 2 ex1.htm EXHIBIT 1

EXHIBIT 1

TRANSACTIONS DURING PAST 60 DAYS

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days. Such transactions involved the purchase of shares on the NASDAQ Global Market. Certain of the prices reported below reflect the weighted average purchase price of the shares of Common Stock purchased on the relevant date. The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.


Date	Type	Price			Shares

10/7/2013	Purchase	$	15.2544	1		11454
10/8/2013	Purchase	$	15.3097	2		20317
10/9/2013	Purchase	$	15.1753	3		51352
10/10/2013	Purchase	$	14.9845	4		23349
10/11/2013	Purchase	$	14.9767	5		35000
10/14/2013	Purchase	$	15.3122	6		7690
10/15/2013	Purchase	$	15.2258	7		30000
10/16/2013	Purchase	$	15.1540	8		6956
10/17/2013	Purchase	$	15.0295	9		29000
10/18/2013	Purchase	$	15.1555	10		23330
10/21/2013	Purchase	$	15.1149	11		4500
10/22/2013	Purchase	$	15.2989	12		4500
10/23/2013	Purchase	$	15.1532	13		19500
10/24/2013	Purchase	$	14.6771	14		35000
10/25/2013	Purchase	$	14.6256	15		12467
10/28/2013	Purchase	$	15.0665	16		7092
10/29/2013	Purchase	$	15.5457	17		3713
10/30/2013	Purchase	$	15.1771	18		26099
10/31/2013	Purchase	$	14.9956	19		27544
11/1/2013	Purchase	$	14.7589	20		23100
11/4/2013	Purchase	$	14.8252	21		10000
11/5/2013	Purchase	$	15.1369	22		19730
11/6/2013	Purchase	$	14.5213	23		30658
11/7/2013	Purchase	$	14.6774	24		32555
11/8/2013	Purchase	$	14.7747	25		8500
11/11/2013	Purchase	$	14.8010	26		5854
11/12/2013	Purchase	$	15.0080	27		18058
11/13/2013	Purchase	$	15.1120	28		13239
11/14/2013	Purchase	$	15.4000	29		20258
11/15/2013	Purchase	$	15.4708	30		26728
11/18/2013	Purchase	$	15.5704	31		15103
11/19/2013	Purchase	$	15.5801	32		25000
11/20/2013	Purchase	$	15.5624	33		7907
11/21/2013	Purchase	$	15.7093	34		12200
11/22/2013	Purchase	$	15.8632	35		10200
11/25/2013	Purchase	$	15.9710	36		16712
11/26/2013	Purchase	$	15.9899			100
11/27/2013	Purchase	$	16.0000			834
11/29/2013	Purchase	$	15.9746	37		8000
12/2/2013	Purchase	$	15.9482	38		29281
12/3/2013	Purchase	$	15.9837	39		12125
12/4/2013	Purchase	$	15.8954	40		6605

1 This transaction was executed in multiple trades at prices ranging from $15.25 – 15.30.

2 This transaction was executed in multiple trades at prices ranging from $15.22 – 15.44.

3 This transaction was executed in multiple trades at prices ranging from $15.02 – 15.26.

4 This transaction was executed in multiple trades at prices ranging from $14.96 – 15.00.

5 This transaction was executed in multiple trades at prices ranging from $14.90 – 15.00.

6 This transaction was executed in multiple trades at prices ranging from $15.08 – 15.50.

7 This transaction was executed in multiple trades at prices ranging from $15.06 – 15.51.

8 This transaction was executed in multiple trades at prices ranging from $15.07 – 15.25.

9 This transaction was executed in multiple trades at prices ranging from $14.99 – 15.15.

10 This transaction was executed in multiple trades at prices ranging from $15.12 – 15.19.

11 This transaction was executed in multiple trades at prices ranging from $15.06 – 15.15.

12 This transaction was executed in multiple trades at prices ranging from $15.15 – 15.30.

13 This transaction was executed in multiple trades at prices ranging from $15.07 – 15.25.

14 This transaction was executed in multiple trades at prices ranging from $14.45 – 15.00.

15 This transaction was executed in multiple trades at prices ranging from $14.60 – 14.77.

16 This transaction was executed in multiple trades at prices ranging from $14.75 – 15.10.

17 This transaction was executed in multiple trades at prices ranging from $15.40 – 15.60.

18 This transaction was executed in multiple trades at prices ranging from $15.04 – 15.35.

19 This transaction was executed in multiple trades at prices ranging from $14.90 – 15.05.

20 This transaction was executed in multiple trades at prices ranging from $14.70 – 14.85.

21 This transaction was executed in multiple trades at prices ranging from $14.79 – 14.85.

22 This transaction was executed in multiple trades at prices ranging from $15.00 – 15.32.

23 This transaction was executed in multiple trades at prices ranging from $14.35 – 14.76.

24 This transaction was executed in multiple trades at prices ranging from $14.36 – 14.73.

25 This transaction was executed in multiple trades at prices ranging from $14.69 – 14.86.

26 This transaction was executed in multiple trades at prices ranging from $14.72 – 14.97.

27 This transaction was executed in multiple trades at prices ranging from $14.85 – 15.06.

28 This transaction was executed in multiple trades at prices ranging from $15.05 – 15.13.

29 This transaction was executed in multiple trades at prices ranging from $15.13 – 15.50.

30 This transaction was executed in multiple trades at prices ranging from $15.36 – 15.54.

31 This transaction was executed in multiple trades at prices ranging from $15.55 – 15.58.

32 This transaction was executed in multiple trades at prices ranging from $15.50 – 15.65.

33 This transaction was executed in multiple trades at prices ranging from $15.49 – 15.60.

34 This transaction was executed in multiple trades at prices ranging from $15.57 – 15.77.

35 This transaction was executed in multiple trades at prices ranging from $15.75 – 15.95.

36 This transaction was executed in multiple trades at prices ranging from $15.82 – 16.00.

37 This transaction was executed in multiple trades at prices ranging from $15.93 – 16.00.

38 This transaction was executed in multiple trades at prices ranging from $15.90 – 16.00.

39 This transaction was executed in multiple trades at prices ranging from $15.86 – 16.00.

40 This transaction was executed in multiple trades at prices ranging from $15.77 – 16.00.

EX-2 3 ex2.htm EXHIBIT 2

EXHIBIT 2

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached.

Dated: December 5, 2013


	DISCOVERY GROUP I, LLC, for itself and as general partner of DISCOVERY EQUITY PARTNERS, L.P.


	By	Michael R. Murphy*
		Michael R. Murphy
		Managing Member


	Daniel J. Donoghue*
	Daniel J. Donoghue


	Michael R. Murphy*
	Michael R. Murphy


	*By:	/s/ Mark Buckley
		Mark Buckley
		Attorney-in-Fact for Daniel J. Donoghue
		Attorney-in-Fact for Michael R. Murphy

EX-3 4 ex3.htm EXHIBIT 3

EXHIBIT 3

POWER OF ATTORNEY

The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.


	/s/ Daniel J. Donoghue
	Daniel J. Donoghue


STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 28th day of April, 2008.


	/s/ Kareema M. Cruz
	Notary Public

EX-4 5 ex4.htm EXHIBIT 4

EXHIBIT 4

POWER OF ATTORNEY

The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.


	/s/ Michael R. Murphy
	Michael R. Murphy


STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 28th day of April, 2008.


	/s/ Kareema M. Cruz
	Notary Public