1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AOF Management LLC 32-0322036
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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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)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
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7.
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SOLE VOTING POWER
0
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SHARES
BENEFICIALLY OWNED BY
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8.
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SHARED VOTING POWER
956,306
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EACH
REPORTING
PERSON WITH
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
956,306
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
956,306
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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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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14.
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TYPE OF REPORTING PERSON (see instructions)
IA
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Active Owners Fund LP |
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ¨ (b) ¨ |
3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC |
5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0 |
8.
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SHARED VOTING POWER
956,306 |
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9.
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SOLE DISPOSITIVE POWER
0 |
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10.
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SHARED DISPOSITIVE POWER
956,306 |
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
956,306 |
12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% |
14.
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TYPE OF REPORTING PERSON (see instructions)
PN |
1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TP-One Holdings LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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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)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
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7.
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SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY
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8.
|
|
SHARED VOTING POWER
956,306
|
EACH
REPORTING
PERSON WITH
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9.
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SOLE DISPOSITIVE POWER
0
|
|
10.
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SHARED DISPOSITIVE POWER
956,306
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
956,306
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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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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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Item 1. | Security and Issuer. |
Item 2. | Identity and Background. |
(a) | AOF Management LLC (“AOF”) is the investment adviser to Active Owners Fund LP (the “Fund”), the purchaser of the Shares. TP-One Holdings LLC (“TP-One,” and together with AOF and the Fund, the “Reporting Persons”) is the general partner of the Fund. |
(b) | The address of each of the principal business office of the Reporting Persons is 1800 N. Highland Avenue, 5th Floor, Los Angeles, CA 90028. |
(c) | AOF investment advisory services to the Fund, of which TP-One is the general partner. AOF and TP-One are under common control. |
(d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | During the last five years, none of the Reporting Persons was 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. |
(f) | Each of AOF and TP-One is a Delaware limited liability company. The Fund is a Delaware limited partnership. |
Item 3. | Source or Amount of Funds or Other Consideration. |
Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
(a) | The aggregate number and percentage of Shares reported to be beneficially owned by the Reporting Persons in this Schedule D is 956,306 shares of Common Stock, constituting approximately 5.2% of the shares of Common Stock outstanding, based upon 18,526,588 shares of Common Stock outstanding as of April 28, 2014, as reflected in the Form 10-Q filed by the Issuer on May 5, 2014. |
(b) | The Reporting Person has the sole power to vote and dispose of the 956,306 Shares owned by the Funds. |
(c) | This sets forth information with respect to each purchase and sale of the Shares which was effectuated by a Reporting Person during the past sixty days, inclusive of any transactions effected through 12:00 p.m., New York City time, on June 12, 2014. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. |
Trade
Date
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Number of
Shares
Purchased
(Sold)
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Price
per
Share
|
||||||
6/9/2014
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8,289
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5.393
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||||||
6/3/2014
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11,799
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5.5081
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||||||
6/2/2014
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12,477
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5.5368
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||||||
5/30/2014
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3,934
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5.4445
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||||||
5/23/2014
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7,838
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5.4371
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||||||
5/14/2014
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40,000
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5.3217
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||||||
5/13/2014
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28,851
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4.3969
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||||||
5/12/2014
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6,170
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4.4359
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||||||
5/9/2014
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10,677
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4.3866
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||||||
5/1/2014
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40,000
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4.8325
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||||||
4/21/2014
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126
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5.3494
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||||||
4/16/2014
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1,500
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5.2933
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||||||
4/15/2014
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9,930
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5.3082
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||||||
4/11/2014
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600
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5.2775
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(d) | Not applicable. |
(e) | Not applicable. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 7. | Material to Be Filed as Exhibits. |
1.
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Joint Acquisition Statement Pursuant to Rule 13d-1(k).
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AOF MANAGEMENT LLC
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Date: June 12, 2014
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By:
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/s/ Joseph Pretlow
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Name: Joseph Pretlow
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Title: Managing Member
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TP-ONE HOLDINGS LLC
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Date: June 12, 2014
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By:
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/s/ Joseph Pretlow
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Name: Joseph Pretlow
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Title: Managing Member
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ACTIVE OWNERS FUND LP
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By: TP-One Holdings LLC, its general partner
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Date: June 12, 2014
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By:
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/s/ Joseph Pretlow
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Name: Joseph Pretlow
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Title: Managing Member
|