1
|
NAME OF REPORTING PERSON
MAGUIRE FINANCIAL, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,952,229*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,952,229*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,952,229*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
*
|
Includes an aggregate of 503,400 Shares underlying call options exercisable within 60 days of the date hereof.
|
1
|
NAME OF REPORTING PERSON
TIMOTHY MAGUIRE FOUNDATION
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
141,714
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
141,714
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,714
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
THE TIMOTHY J. AND JULIA MAGUIRE 2015 FAMILY TRUST
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
300,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
300,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
MAGUIRE ASSET MANAGEMENT, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,952,229*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,952,229*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,952,229*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
*
|
Includes an aggregate of 503,400 Shares underlying call options exercisable within 60 days of the date hereof.
|
1
|
NAME OF REPORTING PERSON
TIMOTHY MAGUIRE
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
3,393,943*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,393,943*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,393,943*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
*
|
Includes an aggregate of 503,400 Shares underlying call options exercisable within 60 days of the date hereof.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Maguire Financial, LP, a Delaware limited partnership (the “Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Timothy Maguire Foundation, a California nonprofit public benefit corporation (the “Foundation”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
The Timothy J. and Julia Maguire 2015 Family Trust, a grantor retained annuity trust (the “Maguire 2015 Family Trust”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Maguire Asset Management, LLC, a Delaware limited liability company (“Maguire Asset Management”), as the general partner of the Fund; and
|
|
(v)
|
Timothy Maguire, as the managing member of Maguire Asset Management, president of the Foundation and trustee of the Maguire 2015 Family Trust.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and among Maguire Financial, LP, Timothy Maguire Foundation, The Timothy J. and Julia Maguire 2015 Family Trust, Maguire Asset Management, LLC and Timothy Maguire, dated August 3, 2015
|
/s/ Timothy Maguire
|
|
TIMOTHY MAGUIRE
|
MAGUIRE ASSET MANAGEMENT, LLC
|
|||
By:
|
/s/ Timothy Maguire
|
||
Name:
|
Timothy Maguire
|
||
Title:
|
Managing Member
|
MAGUIRE FINANCIAL, LP
|
|||
By:
|
Maguire Asset Management, LLC,
its general partner
|
||
By:
|
/s/ Timothy Maguire
|
||
Name:
|
Timothy Maguire
|
||
Title:
|
Managing Member
|
TIMOTHY MAGUIRE FOUNDATION
|
|||
By:
|
/s/ Timothy Maguire
|
||
Name:
|
Timothy Maguire
|
||
Title:
|
President
|
THE TIMOTHY J. AND JULIA MAGUIRE 2015 FAMILY TRUST
|
|||
By:
|
/s/ Timothy Maguire
|
||
Name:
|
Timothy Maguire
|
||
Title:
|
Trustee
|
/s/ Timothy Maguire
|
|
TIMOTHY MAGUIRE
|
MAGUIRE ASSET MANAGEMENT, LLC
|
|||
By:
|
/s/ Timothy Maguire
|
||
Name:
|
Timothy Maguire
|
||
Title:
|
Managing Member
|
MAGUIRE FINANCIAL, LP
|
|||
By:
|
Maguire Asset Management, LLC,
its general partner
|
||
By:
|
/s/ Timothy Maguire
|
||
Name:
|
Timothy Maguire
|
||
Title:
|
Managing Member
|
TIMOTHY MAGUIRE FOUNDATION
|
|||
By:
|
/s/ Timothy Maguire
|
||
Name:
|
Timothy Maguire
|
||
Title:
|
President
|
THE TIMOTHY J. AND JULIA MAGUIRE 2015 FAMILY TRUST
|
|||
By:
|
/s/ Timothy Maguire
|
||
Name:
|
Timothy Maguire
|
||
Title:
|
Trustee
|