1.
|
names of Reporting Persons
The D3 Family Fund, L.P.
|
||
2.
|
check the appropriate box if a member of a group
(a)[x]
(b)☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
Washington
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
213,959 common shares (1.6%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
213,959
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 213,959; for all reporting persons as a group, 701,206 shares (5.2%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 1.6%; for all reporting persons as a group, 5.2%
|
||
12.
|
type of Reporting Person
PN
|
1.
|
names of Reporting Persons
The D3 Family Bulldog Fund, L.P.
|
||
2.
|
check the appropriate box if a member of a group
(a)[x]
(b)☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
Washington
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
453,618 common shares (3.3%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
453,618
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 453,618; for all reporting persons as a group, 701,206 shares (5.2%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 3.3%; for all reporting persons as a group, 5.2%
|
||
12.
|
type of Reporting Person PN
|
1.
|
names of Reporting Persons
The DIII Offshore Fund, L.P.
|
||
2.
|
check the appropriate box if a member of a group
(a)[x]
(b)☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
Bahamas
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
33,629 common shares (less than 1%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
33,629
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 33,629; for all reporting persons as a group, 701,206 shares (5.2%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, less than 1%; for all reporting persons as a group, 5.2%
|
||
12.
|
type of Reporting Person
PN
|
1.
|
names of Reporting Persons
Nierenberg Investment Management Company, Inc.
|
||
2.
|
check the appropriate box if a member of a group
(a)[x]
(b)☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
Washington
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
701,206 common shares (5.2%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
701,206
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 701,206; for all reporting persons as a group, 701,206 shares (5.2%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 5.2%; for all reporting persons as a group, 5.2%
|
||
12.
|
type of Reporting Person
CO
|
1.
|
names of Reporting Persons
Nierenberg Investment Management Offshore, Inc.
|
||
2.
|
check the appropriate box if a member of a group
(a)[x]
(b)☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
Bahamas
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
33,629 common shares (less than 1%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
33,629
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 33,629; for all reporting persons as a group, 701,206 shares (5.2%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, less than 1%; for all reporting persons as a group, 5.2%
|
||
12.
|
type of Reporting Person CO
|
1.
|
names of Reporting Persons
David Nierenberg
|
||
2.
|
check the appropriate box if a member of a group
(a)[x]
(b)☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
United Stated of America
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
701,206 common shares (5.2%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
701,206
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 701,206; for all reporting persons as a group, 701,206 shares (5.2%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 5.2%; for all reporting persons as a group, 5.2%
|
||
12.
|
type of Reporting Person
IN
|
(a) |
Name of Issuer:
|
(b) |
Address of Issuer's Principal Executive Offices:
|
(a), (c) |
Name of Person Filing and Citizenship:
|
·
|
The D3 Family Fund, L.P., a Washington limited partnership (the “Family Fund”);
|
·
|
The D3 Family Bulldog Fund, L.P., a Washington limited partnership (the “Bulldog Fund”);
|
·
|
The DIII Offshore Fund, L.P., a Bahamas limited partnership (the “Offshore Fund”);
|
·
|
Nierenberg Investment Management Company, Inc., a Washington corporation (“NIMCO”) which is the sole general
partner of the Family Fund and the Bulldog Fund;
|
·
|
Nierenberg Investment Management Offshore, Inc. (“NIMO”), which is a wholly-owned subsidiary of NIMCO and is
the sole general partner of the Offshore Fund;
|
·
|
David Nierenberg, a United States citizen (“Mr. Nierenberg”), who is the President of each of the two general
partners.
|
(b) |
Address of Principal Business Office or, if None, Residence:
|
(d) |
Title of Class of Securities: Common Stock
|
(e) |
CUSIP Number: 37364X109
|
Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a: N/A
|
(a)
|
☐
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
(d)
|
☐
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
(e)
|
☐
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
(g)
|
☐
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
(h)
|
☐
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
☐
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
|
(j)
|
☐
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
(k)
|
☐
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
Item 4. |
Ownership.
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification.
|
D3 Family Fund, L.P. and D3 Family Bulldog Fund, L.P.
|
|
By: Nierenberg Investment Management Company, Inc.
|
|
February 8, 2019
|
Its: General Partner
By: /s/
David Nierenberg
David Nierenberg, President
|
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
|
|
February 8, 2019
|
Its: General Partner
By: /s/
David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Company, Inc. |
|
February 8, 2019
|
By: /s/
David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Offshore, Inc. |
|
February 8, 2019
|
By: /s/
David Nierenberg
David Nierenberg, President
|
February 8, 2019
|
/s/ David
Nierenberg
David Nierenberg
|
D3 Family Fund, L.P. and D3 Family Bulldog Fund, L.P.
|
|
By: Nierenberg Investment Management Company, Inc.
|
|
August 30, 2013
|
Its: General Partner
By: /s/
David Nierenberg
David Nierenberg, President
|
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
|
|
August 30, 2013
|
Its: General Partner
By: /s/
David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Company, Inc. |
|
August 30, 2013
|
By: /s/
David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Offshore, Inc. |
|
August 30, 2013
|
By: /s/
David Nierenberg
David Nierenberg, President
|
August 30, 2013
|
/s/ David
Nierenberg
David Nierenberg
|