1
|
NAME OF REPORTING PERSON
AVI CAPITAL YANKEE, 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
3,003,560
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,003,560
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,003,560
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
AVI CAPITAL PARTNERS, 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
72,433
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
72,433
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,433
|
||
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
PN
|
1
|
NAME OF REPORTING PERSON
AVI PARTNERS, 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
3,075,993
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,075,993
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,075,993
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
AVI 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
3,075,993
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,075,993
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,075,993
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
JAMES A. DUNN, JR.
|
||
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,075,993
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,075,993
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,075,993
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
DARREN C. WALLIS
|
||
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,075,993
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,075,993
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,075,993
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
DEREK T. HARRAR
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
AVI Capital Yankee, LP, a Delaware limited partnership ("AVI Yankee"), with respect to the Shares directly owned by it;
|
|
(ii)
|
AVI Capital Partners, LP, a Delaware limited partnership ("AVI LP"), with respect to the Shares directly owned by it;
|
|
(iii)
|
AVI Partners, LLC, a Delaware limited liability company (“AVI Partners”), as the general partner of each of AVI Yankee and AVI LP;
|
|
(iv)
|
AVI Management, LLC, a Delaware limited liability company (“AVI Management”), as the investment manager of each of AVI Yankee and AVI LP;
|
|
(v)
|
James A. Dunn, Jr., as a managing partner of AVI Partners and a managing member of AVI Management and as a nominee for election to the Board of Directors of the Issuer (the “Board”);
|
|
(vi)
|
Darren C. Wallis, as a managing partner of AVI Partners and a managing member of AVI Management; and
|
|
(vii)
|
Derek T. Harrar, as a nominee for election to the Board.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
AVI Yankee
|
|
(a)
|
As of the close of business on March 10, 2015, AVI Yankee beneficially owned 3,003,560 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,003,560
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,003,560
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by AVI Yankee since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
AVI LP
|
|
(a)
|
As of the close of business on March 10, 2015, AVI LP beneficially owned 72,433 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 72,433
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 72,433
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
AVI LP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
|
C.
|
AVI Partners
|
|
(a)
|
AVI Partners, as the general partner of each of AVI Yankee and AVI LP, may be deemed to beneficially own the 3,075,993 Shares owned in the aggregate by AVI Yankee and AVI LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,075,993
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,075,993
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
AVI Partners has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of AVI Yankee since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
AVI Management, as the investment manager of each of AVI Yankee and AVI LP, may be deemed to beneficially own the 3,075,993 Shares owned in the aggregate by AVI Yankee and AVI LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,075,993
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,075,993
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
AVI Management has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf AVI Yankee since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Messrs. Dunn and Wallis
|
|
(a)
|
Each of Messrs. Dunn and Wallis, as a managing partner of AVI Partners and a managing member of AVI Management, may be deemed to beneficially own the 3,075,993 Shares owned in the aggregate by AVI Yankee and AVI LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 3,075,993
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 3,075,993
|
|
(c)
|
None of Messrs. Dunn or Wallis has entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of AVI Yankee since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 10, 2015, Mr. Harrar did not own any Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Harrar has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
|
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 and Solicitation Agreement by and between AVI Capital Yankee, LP, AVI Capital Partners, LP, AVI Partners, LLC, AVI Management, LLC, James A . Dunn Jr., Darren C. Wallis, and Derek T. Harrar, dated March 10, 2015.
|
|
99.2
|
Form of Indemnification Letter Agreement.
|
|
99.3
|
Power of Attorney.
|
Dated: March 10, 2015
|
AVI CAPITAL YANKEE, LP
|
||
By:
|
AVI Partners, LLC,
its general partner
|
||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
AVI CAPITAL PARTNERS, LP
|
||||
By:
|
AVI Partners, LLC,
its general partner
|
|||
By:
|
/s/ Darren C. Wallis
|
|||
Name:
|
Darren C. Wallis
|
|||
Title:
|
Managing Partner
|
AVI PARTNERS, LLC
|
|||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
AVI MANAGEMENT, LLC
|
|||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Member
|
/s/ Darren C. Wallis
|
|
DARREN C. WALLIS
Individually and as attorney-in-fact for James A. Dunn, Jr. and Derek T. Harrar
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/(Sale)
|
15,253
|
5.4838
|
02/24/2015
|
81,000
|
5.5326
|
02/25/2015
|
27,100
|
5.6411
|
02/26/2015
|
20,000
|
5.6443
|
02/27/2015
|
15,000
|
5.6278
|
03/02/2015
|
14,300
|
5.6322
|
03/03/2015
|
12,275
|
5.6300
|
03/04/2015
|
55,000
|
5.7275
|
03/05/2015
|
40,000
|
5.5900
|
03/09/2015
|
40,000
|
5.5500
|
03/10/2015
|
|
AVI CAPITAL YANKEE, LP
|
||
By:
|
AVI Partners, LLC,
its general partner
|
||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
AVI CAPITAL PARTNERS, LP
|
||||
By:
|
AVI Partners, LLC,
its general partner
|
|||
By:
|
/s/ Darren C. Wallis
|
|||
Name:
|
Darren C. Wallis
|
|||
Title:
|
Managing Partner
|
AVI PARTNERS, LLC
|
|||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
AVI MANAGEMENT, LLC
|
|||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Member
|
/s/ Darren C. Wallis
|
|
DARREN C. WALLIS
Individually and as attorney-in-fact for James A. Dunn, Jr. and Derek T. Harrar
|
/s/ Derek T. Harrar
|
|
DEREK T. HARRAR
|
AVI CAPITAL YANKEE, LP
c/o AVI Partners, LLC
555 E. Lancaster Avenue, Suite 520
Radnor, Pennsylvania 19087
|
Very truly yours,
|
|||
AVI CAPITAL YANKEE, LP
|
|||
By:
|
AVI Partners, LLC,
its general partner
|
||
By:
|
|||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
/s/ Derek T. Harrar
|
|
DEREK T. HARRAR
|