1
|
NAME OF REPORTING PERSON
Ancora Catalyst Fund LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
444,371
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
444,371
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
444,371
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
AAMAF LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
40,665
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
40,665
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,665
|
||
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
Merlin Partners LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
625,878
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
625,878
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,878
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Ancora Advisors, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC, 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
1,176,414
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,176,414
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,414
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
||
14
|
TYPE OF REPORTING PERSON
IA, OO
|
1
|
NAME OF REPORTING PERSON
Frederick DiSanto
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,176,414
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,176,414
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,414
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Matthew Carpenter
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
|
1
|
NAME OF REPORTING PERSON
Jeffrey L. Rutherford
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
|
1
|
NAME OF REPORTING PERSON
Kurtis J. Wolf
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
50,000*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
50,000*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000*
|
||
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
IN
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Ancora Catalyst Fund LP, a Delaware limited partnership (“Ancora Catalyst Fund”);
|
|
(ii)
|
AAMAF LP, a Delaware limited partnership (“AAMAF”);
|
|
(iii)
|
Merlin Partners LP, a Delaware limited partnership (“Merlin Partners” and together with Ancora Catalyst Fund and AAMAF, the “Funds”);
|
|
(iv)
|
Ancora Advisors, LLC, a Delaware limited liability company (“Ancora Advisors”), which serves investment advisor to each of the Funds, the Ancora Special Opportunities Fund and accounts separately managed by Ancora Advisors (the “Separately Managed Accounts”) and as general partner of each of the Funds;
|
|
(v)
|
Frederick DiSanto, who serves as Chairman and Chief Executive Officer of Ancora Advisors and as a nominee for the Board of Directors of the Issuer (the “Board”);
|
|
(vi)
|
Matthew Carpenter, as a nominee for the Board;
|
|
(vii)
|
Jeffrey L. Rutherford, as a nominee for the Board; and
|
|
(viii)
|
Kurtis J. Wolf, as a nominee for 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.
|
Ancora Catalyst Fund
|
|
(a)
|
As of the close of business on December 21, 2016, Ancora Catalyst Fund beneficially owned 444,371 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 444,371
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 444,371
|
|
(c)
|
The transactions in the Shares by Ancora Catalyst Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
AAMAF
|
|
(a)
|
As of the close of business on December 21, 2016, AAMAF beneficially owned 40,665 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 40,665
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 40,665
|
|
(c)
|
The transactions in the Shares by AAMAF since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
Merlin Partners
|
|
(a)
|
As of the close of business on December 21, 2016, Merlin Partners beneficially owned 625,878 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 625,878
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 625,878
|
|
(c)
|
The transactions in the Shares by Merlin Partners since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Ancora Advisors
|
|
(a)
|
As of the close of business on December 21, 2016, 12,000 Shares were held in the Ancora Special Opportunities Fund and 53,500 Shares were held in the Separately Managed Accounts. Ancora Advisors, as the investment advisor to each of the Funds, the Ancora Special Opportunities Fund and the Separately Managed Accounts and as the general partner of each of the Funds, may be deemed the beneficial owner of the (i) 444,371 Shares owned by Ancora Catalyst Fund, (ii) 40,665 Shares owned by AAMAF, (iii) 625,878 Shares owned by Merlin Partners, (iv) 12,000 Shares held in the Ancora Special Opportunities Fund and (v) 53,500 Shares held in the Separately Managed Accounts.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,176,414
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,176,414
|
|
(c)
|
Ancora Advisors has not entered into any transactions in the Shares the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of the Funds and through the Ancora Special Opportunities Fund and Separately Managed Accounts since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Mr. DiSanto
|
|
(a)
|
Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora Advisors, may be deemed the beneficial owner of the (i) 444,371 Shares owned by Ancora Catalyst Fund, (ii) 40,665 Shares owned by AAMAF, (iii) 625,878 Shares owned by Merlin Partners, (iv) 12,000 Shares held in the Ancora Special Opportunities Fund and (v) 53,500 Shares held in the Separately Managed Accounts.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,176,414
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,176,414
|
|
(c)
|
Mr. DiSanto has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of the Funds and through the Ancora Special Opportunities Fund and Separately Managed Accounts since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Mr. Carpenter
|
|
(a)
|
As of the close of business on December 21, 2016, Mr. Carpenter did not beneficially 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. Carpenter has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
|
G.
|
Mr. Rutherford
|
|
(a)
|
As of the close of business on December 21, 2016, Mr. Rutherford did not beneficially 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. Rutherford has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
|
H.
|
Mr. Wolf
|
|
(a)
|
As of the close of business on December 21, 2016, Hestia Capital Partners LP beneficially owned 50,000 shares. Mr. Wolf, as the Managing Member and Chief Investment Officer of Hestia Capital Management LLC, may be deemed the beneficial owner of 50,000 Shares owned by Hestia Capital Partners LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 50,000
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 50,000
|
|
(c)
|
Mr. Wolf has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Hestia Capital Partners LP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
(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.
|
|
99.1
|
Press Release, dated December 22, 2016.
|
|
99.2
|
Joint Filing and Solicitation Agreement, dated December 22, 2016.
|
|
99.3
|
Form of Power of Attorney.
|
Ancora Catalyst Fund LP
|
|||
By:
|
Ancora Advisors, LLC
General Partner
|
||
By:
|
/s/ Frederick DiSanto
|
||
Name:
|
Frederick DiSanto
|
||
Title:
|
Chairman and Chief Executive Officer
|
AAMAF LP
|
|||
By:
|
Ancora Advisors, LLC
General Partner
|
||
By:
|
/s/ Frederick DiSanto
|
||
Name:
|
Frederick DiSanto
|
||
Title:
|
Chairman and Chief Executive Officer
|
Merlin Partners LP
|
|||
By:
|
Ancora Advisors, LLC
General Partner
|
||
By:
|
/s/ Frederick DiSanto
|
||
Name:
|
Frederick DiSanto
|
||
Title:
|
Chairman and Chief Executive Officer
|
Ancora Advisors, LLC
|
|||
By:
|
/s/ Frederick DiSanto
|
||
Name:
|
Frederick DiSanto
|
||
Title:
|
Chairman and Chief Executive Officer
|
/s/ Frederick DiSanto
|
|
FREDERICK DISANTO
|
|
Individually and as attorney-in-fact for Matthew Carpenter, Jeffrey L. Rutherford and Kurtis J. Wolf
|
Shares of Common Stock
Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
7,516
|
7.0390
|
12/07/2016
|
1,016
|
7.0776
|
12/07/2016
|
10,000
|
6.6577
|
12/08/2016
|
4,170
|
6.8073
|
12/09/2016
|
3,090
|
6.8479
|
12/12/2016
|
1,000
|
6.7274
|
12/12/2016
|
1,977
|
6.8994
|
12/13/2016
|
600
|
6.8167
|
12/13/2016
|
863
|
7.0255
|
12/14/2016
|
500
|
7.0320
|
12/14/2016
|
4,900
|
6.7885
|
12/15/2016
|
4,350
|
6.7156
|
12/16/2016
|
4,115
|
6.2991
|
12/07/2016
|
5,000
|
6.9785
|
12/07/2016
|
261
|
6.6257
|
12/08/2016
|
5,000
|
6.5739
|
12/08/2016
|
5,000
|
6.7662
|
12/09/2016
|
4,739
|
6.7537
|
12/09/2016
|
5,000
|
6.7441
|
12/09/2016
|
15,766
|
7.0285
|
12/14/2016
|
3,900
|
6.6175
|
12/07/2016
|
2,000
|
6.7771
|
12/15/2016
|
2,000
|
6.6949
|
12/07/2016
|
2,000
|
6.7848
|
12/08/2016
|
2,500
|
6.8619
|
12/12/2016
|
2,500
|
7.0326
|
12/14/2016
|
1,500
|
7.0714
|
12/14/2016
|
2,000
|
7.0656
|
12/14/2016
|
1,000
|
7.0730
|
12/14/2016
|
1,000
|
7.0730
|
12/14/2016
|
7,000
|
7.0604
|
12/14/2016
|
6,000
|
7.0605
|
12/14/2016
|
4,000
|
6.9785
|
12/20/2016
|
46,000
|
7.2600
|
12/21/2016
|
Ancora Catalyst Fund LP
|
|||
By:
|
Ancora Advisors, LLC
General Partner
|
||
By:
|
/s/ Frederick DiSanto
|
||
Name:
|
Frederick DiSanto
|
||
Title:
|
Chairman and Chief Executive Officer
|
AAMAF LP
|
|||
By:
|
Ancora Advisors, LLC
General Partner
|
||
By:
|
/s/ Frederick DiSanto
|
||
Name:
|
Frederick DiSanto
|
||
Title:
|
Chairman and Chief Executive Officer
|
Merlin Partners LP
|
|||
By:
|
Ancora Advisors, LLC
General Partner
|
||
By:
|
/s/ Frederick DiSanto
|
||
Name:
|
Frederick DiSanto
|
||
Title:
|
Chairman and Chief Executive Officer
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Ancora Advisors, LLC
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By:
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/s/ Frederick DiSanto
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Name:
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Frederick DiSanto
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Title:
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Chairman and Chief Executive Officer
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/s/ Frederick DiSanto
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FREDERICK DISANTO
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Individually and as attorney-in-fact for Matthew Carpenter, Jeffrey L. Rutherford and Kurtis J. Wolf
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______________________________
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NAME
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