1
|
NAME OF REPORTING PERSON
Vertex Opportunities Fund, 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
- 0 -
|
|
8
|
SHARED VOTING POWER
2,591,733
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,591,733
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,591,733
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Vertex Opportunities Fund, LP - Series Two*
|
||
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
- 0 -
|
|
8
|
SHARED VOTING POWER
561,269
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
561,269
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
561,269
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Vertex Special Opportunities Fund II, 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
-0-
|
|
8
|
SHARED VOTING POWER
1,349,928
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
1,349,928
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,349,928
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Vertex GP, 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
- 0 -
|
|
8
|
SHARED VOTING POWER
3,153,002
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,153,002
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,153,002
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Vertex Special Opportunities GP II, 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
-0-
|
|
8
|
SHARED VOTING POWER
1,349,928
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
1,349,928
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,349,928
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Vertex Capital Advisors, 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
- 0 -
|
|
8
|
SHARED VOTING POWER
4,502,930
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,502,930
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,502,930
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
Eric Singer
|
||
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
4,502,930
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,502,930
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,502,930
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Vertex Opportunities Fund, LP, a Delaware series limited partnership (“Vertex Opportunities”) with respect to the Shares directly and beneficially owned by it;1
|
|
(ii)
|
Vertex Opportunities Fund, LP – Series Two, a series of Vertex Opportunities (“Series Two”) with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Vertex Special Opportunities II, LP, a Delaware limited partnership (“VSO II”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Vertex GP, LLC, a Delaware limited liability company (“Vertex GP”), as the general partner of Vertex Opportunities and Series Two;
|
|
(v)
|
Vertex Special Opportunities GP II, LLC, a Delaware limited liability company (“VSO GP II”), as the general partner of VSO II;
|
|
(vi)
|
Vertex Capital Advisors, LLC, a Delaware limited liability company (“Vertex Capital”), as the investment manager of each of Vertex Opportunities, Series Two, and VSO II; and
|
|
(vii)
|
Eric Singer, as managing member of each of Vertex GP, VSO GP II, and Vertex Capital.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Vertex Opportunities
|
|
(a)
|
As of the close of business on November 19, 2015, Vertex Opportunities beneficially owned 2,591,733 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,591,733
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,591,733
|
|
(c)
|
The transactions in the Shares by Vertex Opportunities since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Series Two
|
|
(a)
|
As of the close of business on November 19, 2015, Series Two beneficially owned 561,269 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 561,269
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 561,269
|
|
(c)
|
The transactions in the Shares by Series Two since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
VSO II
|
|
(a)
|
As of the close of business on November 19, 2015, VSO II beneficially owned 1,349,928 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,349,928
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,349,928
|
|
(c)
|
The transactions in the Shares by VSO II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Vertex GP
|
|
(a)
|
Vertex GP, as the general partner of Vertex Opportunities and Series Two, may be deemed the beneficial owner of the (i) 2,591,733 shares owned by Vertex Opportunities and (ii) 561,269 shares owned by Series Two.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 3,153,002
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 3,153,002
|
|
(c)
|
Vertex GP 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 Vertex Opportunities and Series Two since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
VSO GP II
|
|
(a)
|
VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 1,349,928 shares owned by VSO II.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,349,928
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,349,928
|
|
(c)
|
VSO GP II 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 VSO II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Vertex Capital
|
|
(a)
|
Vertex Capital, as the investment manager of Vertex Opportunities, may be deemed the beneficial owner of the (i) 2,591,733 Shares owned by Vertex Opportunities, (ii) 561,269 Shares owned by Series Two and (iii) 1,349,928 owned by VSO II.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 4,502,930
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 4,502,930
|
|
(c)
|
Vertex Capital has not entered into any transactions in the Shares since the filing of the Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Vertex Opportunities, Series Two and VSO II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
Eric Singer
|
|
(a)
|
Mr. Singer, as the managing member of Vertex GP and Vertex Capital, may be deemed the beneficial owner of the (i) 2,591,733 Shares owned by Vertex Opportunities, (ii) 561,269 Shares owned by Series Two and (iii) 1,349,928 owned by VSO II.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 4,502,930
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 4,502,930
|
|
(c)
|
Mr. Singer has not entered into any transactions in the Shares since the filing of the Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Vertex Opportunities, Series Two and VSO II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
Item 7 is hereby amended to add the following:
|
|
99.1
|
Joint Filing Agreement by and among Vertex Opportunities Fund, LP, Vertex Opportunities Fund, LP – Series Two, Vertex GP, LLC, Vertex Special Opportunities Fund II, LP, Vertex Special Opportunities GP II, LLC, Vertex Capital Advisors, LLC and Eric Singer, dated November 19, 2015.
|
Vertex Opportunities Fund, LP
|
|||
By:
|
Vertex GP, LLC
General Partner
|
||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Opportunities Fund, LP – Series Two
|
|||
By:
|
Vertex GP, LLC
General Partner
|
||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex GP, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Special Opportunities Fund II, LP
|
|||
By:
|
Vertex Special Opportunities GP II, LLC
General Partner
|
||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Special Opportunities GP II, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Capital Advisors, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
/s/ Eric Singer
|
|
Eric Singer
|
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Purchase of Common Stock
|
70,000
|
2.9033
|
11/05/2015
|
Purchase of Common Stock
|
5,439
|
2.9008
|
11/06/2015
|
Purchase of Common Stock
|
25,000
|
2.9934
|
11/10/2015
|
Purchase of Common Stock
|
20,000
|
2.8695
|
11/11/2015
|
Purchase of Common Stock
|
20,000
|
2.7899
|
11/13/2015
|
Purchase of Common Stock
|
20,000
|
2.7000
|
11/16/2015
|
Purchase of Common Stock
|
338,507
|
2.6499
|
11/17/2015
|
Purchase of Common Stock
|
222,762
|
2.6622
|
11/17/2015
|
Purchase of Common Stock
|
789,849
|
2.6499
|
11/17/2015
|
Purchase of Common Stock
|
519,778
|
2.6622
|
11/17/2015
|
Purchase of Common Stock
|
40,301
|
2.6962
|
11/19/2015
|
Vertex Opportunities Fund, LP
|
|||
By:
|
Vertex GP, LLC
General Partner
|
||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Opportunities Fund, LP – Series Two
|
|||
By:
|
Vertex GP, LLC
General Partner
|
||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex GP, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Special Opportunities Fund II, LP
|
|||
By:
|
Vertex Special Opportunities GP II, LLC
General Partner
|
||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Special Opportunities GP II, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Capital Advisors, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
/s/ Eric Singer
|
|
Eric Singer
|