CUSIP No. 830884102
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Page 2
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1.
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Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
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John M. Gregory
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
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(a)
(b) (x)
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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)
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OO
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5.
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Check 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
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United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
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404,000 (See Item 5)
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8.
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Shared Voting Power
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0
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9.
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Sole Dispositive Power
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404,000 (See Item 5)
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10.
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Shared Dispositive Power
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0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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404,000 (See Item 5)
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12.
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Check 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)
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5.3%
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14.
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No. 830884102
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Page 3
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1.
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Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
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Joan P. Gregory
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
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(a)
(b) (x)
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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)
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OO
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5.
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Check 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
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United States of America
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||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
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65,000 (See Item 5)
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8.
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Shared Voting Power
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0 (See Item 5)
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9.
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Sole Dispositive Power
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65,000 (See Item 5)
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10.
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Shared Dispositive Power
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0 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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119,000 (See Item 5)
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12.
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Check 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)
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1.56%
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14.
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No. 830884102
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Page 4
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1.
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Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
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Susan Gregory
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
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(a)
(b) (x)
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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)
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OO
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||
5.
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Check 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
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United States of America
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||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
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Sole Voting Power
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0 (See Item 5)
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8.
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Shared Voting Power
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0 (See Item 5)
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||
9.
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Sole Dispositive Power
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0 (See Item 5)
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||
10.
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Shared Dispositive Power
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0 (See Item 5)
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||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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54,000 (See Item 5)
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||
12.
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Check 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)
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*
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||
14.
|
Type of Reporting Person (See Instructions)
|
IN
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CUSIP No. 830884102
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Page 5
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1.
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Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
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James M. Gregory
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||
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
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(a)
(b) (x)
|
||
3.
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SEC Use Only
|
|||
4.
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Source of Funds (See Instructions)
|
OO
|
||
5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|||
6.
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Citizenship or Place of Organization
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United States of America
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
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0 (See Item 5)
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|
8.
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Shared Voting Power
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0 (See Item 5)
|
||
9.
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Sole Dispositive Power
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0 (See Item 5)
|
||
10.
|
Shared Dispositive Power
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0 (See Item 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
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54,000 (See Item 5)
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||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
|
*
|
||
14.
|
Type of Reporting Person (See Instructions)
|
IN
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CUSIP No. 830884102
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Page 6
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1.
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Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
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SJ Strategic Investments, LLC
30-0060195
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2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
|
(a)
(b) (x)
|
||
3.
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SEC Use Only
|
|||
4.
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Source of Funds (See Instructions)
|
OO
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||
5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|||
6.
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Citizenship or Place of Organization
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Tennessee
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole Voting Power
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54,000 (See Item 5)
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8.
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Shared Voting Power
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0
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||
9.
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Sole Dispositive Power
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54,000 (See Item 5)
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||
10.
|
Shared Dispositive Power
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0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
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54,000 (See Item 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
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*
|
||
14.
|
Type of Reporting Person (See Instructions)
|
OO
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CUSIP No. 830884102
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Page 6
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1.
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Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
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Kingsway Charities, Inc.
54-1668650
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2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
|
(a)
(b) (x)
|
||
3.
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SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
|
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|||
6.
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Citizenship or Place of Organization
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Virginia
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
|
Sole Voting Power
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285,000 (See Item 5)
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8.
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Shared Voting Power
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0
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||
9.
|
Sole Dispositive Power
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285,000 (See Item 5)
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||
10.
|
Shared Dispositive Power
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0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
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285,000 (See Item 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
|
3.75%
|
||
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
Item 1. |
Security and Issuer.
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Item 2. | Identity and Background. |
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(b)
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The address for the Reporting Persons and the principal business office for SJSI is:
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(d)and(e) None of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a 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 activities subject to, federal or state securities laws or finding any violation of such laws.
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Item 3. | Source and Amount of Funds or Other Consideration. |
Item 4. | Purpose of Transaction. |
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(a)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer:
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(b)
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The sale or transfer of a material amount of assets of the Issuer;
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(c)
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Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of Directors or to fill any existing vacancies on the Board;
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(d)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(e)
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Any other material change in the Issuer's business or corporate structure;
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(f)
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Changes in the corporate governance documents or other actions which may impede the acquisition or control of the Issuer by any person;
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(g)
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Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association;
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(h)
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a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
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(i)
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Any action similar to any of those enumerated above.
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(a)
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The calculations in this Item are based upon 7,604,800 shares of Common Stock issued and outstanding as of November 11, 2013 (based on disclosures made by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013). As of the date hereof, the Reporting Persons beneficially owned 404,000 shares or 5.3% of the outstanding shares of Common Stock of the Issuer. The foregoing calculation is made pursuant to Rule l3d-3 promulgated under the Act.
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(b)
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Because John M. Gregory controls all of the voting interests of SJSI and Kingsway Charities with respect to the securities, he may be deemed to have the sole power to vote and direct the vote and the sole power to dispose and direct the disposition of the 54,000 shares held by SJSI and the 285,000 shares held by Kingsway Charities. Neither Joan P. Gregory, Susan Gregory nor James M. Gregory presently have the power to dispose, direct the disposition, vote or direct the vote of Common Shares held by SJSI or Kingsway Charities. However, they may be deemed to indirectly beneficially own shares of Common Stock of the Issuer held by SJSI due to their financial interests in SJSI. John M. Gregory and Joan P. Gregory control the voting and dispositive power of the 65,000 shares of Common Stock held by John M. Gregory and Joan P. Gregory as joint tenants with right of survivorship.
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(c)
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During the 60 day period ended as of the date hereof, the Reporting Persons have engaged in the following transactions, with all purchases and sales having been made for cash in the open market:
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Reporting Person
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Transaction
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Date
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No. of Shares
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Average
Price Per Share
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John M. Gregory and Joan P. Gregory, joint tenants with right of survivorship
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Purchase
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03/20/2014
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9,000
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$ 6.6106
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Purchase
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03/05/2014
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30,000
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$6.3638
|
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Sale
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02/24/2014
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10,000
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$5.67
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Sale
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02/21/2014
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12,000
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$5.9771
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Sale
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02/20/2014
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14,000
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$6.0343
|
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SJSI
|
Purchase
|
03/20/2014
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130
|
$6.34
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Purchase
|
01/21/2014
|
670
|
$4.48
|
|
Kingsway Charities
|
Purchase
|
03/20/2014
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15,510
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$6.4833
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Purchase
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03/07/2014
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15,000
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$6.664
|
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Purchase
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03/06/2014
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4,050
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$6.6125
|
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Purchase
|
03/03/2014
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25,000
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$5.1953
|
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Purchase
|
02/19/2014
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8,000
|
$5.825
|
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Purchase
|
02/18/2014
|
42,440
|
$5.5046
|
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(e) N/A
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Exhibit
|
Description
|
1
|
Joint Filing Agreement
|
Date: March 24, 2014 | /s/ John M. Gregory | |
John M. Gregory | ||
/s/ Joan P. Gregory | ||
Joan P. Gregory | ||
/s/ Susan Gregory | ||
Susan Gregory | ||
/s/ James M. Gregory | ||
James M. Gregory | ||
SJ Strategic Investments, LLC | ||
By: /s/ John M. Gregory | ||
John M. Gregory | ||
Its: Managing Member | ||
Kingsway Charities, Inc. | ||
By:/s/ John M. Gregory | ||
John M. Gregory | ||
Its: Chairman of the Board of Directors | ||
/s/ John M. Gregory | ||
John M. Gregory | ||
/s/ Joan P. Gregory | ||
Joan P. Gregory | ||
/s/ Susan Gregory | ||
Susan Gregory | ||
/s/ James M. Gregory | ||
James M. Gregory | ||
SJ Strategic Investments, LLC | ||
By: /s/ John M. Gregory | ||
John M. Gregory | ||
Its: Managing Member | ||
Kingsway Charities, Inc. | ||
By:/s/ John M. Gregory | ||
John M. Gregory | ||
Its: Chairman of the Board of Directors | ||