1
|
NAME OF REPORTING PERSON
BLR Partners 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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
3,905,623
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,905,623
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,905,623
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BLRPart, LP
|
||
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
3,905,623
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,905,623
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,905,623
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BLRGP Inc.
|
||
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
3,905,623
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,905,623
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,905,623
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Fondren Management, LP
|
||
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
3,905,623
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,905,623
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,905,623
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
FMLP Inc.
|
||
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
3,905,623
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,905,623
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,905,623
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Bradley L. Radoff
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, PF
|
||
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
4,780,623
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,780,623
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,780,623*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
BLR Partners LP, a Texas limited partnership (“BLR Partners”);
|
|
(ii)
|
BLRPart, LP, a Texas limited partnership (“BLRPart GP”), which serves as the general partner of BLR Partners;
|
|
(iii)
|
BLRGP Inc., a Texas S corporation (“BLRGP”), which serves as the general partner of BLRPart GP;
|
|
(iv)
|
Fondren Management, LP, a Texas limited partnership (“Fondren Management”), which serves as the investment manager of BLR Partners;
|
|
(v)
|
FMLP Inc., a Texas S corporation (“FMLP”), which serves as the general partner of Fondren Management; and
|
|
(vi)
|
Bradley L. Radoff, who serves as the sole shareholder and sole director of each of BLRGP and FMLP.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
BLR Partners
|
|
(a)
|
As of the close of business on June 27, 2016, BLR Partners beneficially owned 3,905,623 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,905,623
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,905,623
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLR Partners has not entered into any transactions in the Shares during the past 60 days.
|
B.
|
BLRPart GP
|
|
(a)
|
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 3,905,623 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,905,623
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,905,623
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRPart GP has not entered into any transactions in the Shares during the past 60 days.
|
C.
|
BLRGP
|
|
(a)
|
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 3,905,623 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,905,623
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,905,623
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRGP has not entered into any transactions in the Shares during the past 60 days.
|
D.
|
Fondren Management
|
|
(a)
|
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 3,905,623 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,905,623
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,905,623
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Fondren Management has not entered into any transactions in the Shares during the past 60 days.
|
E.
|
FMLP
|
|
(a)
|
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 3,905,623 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,905,623
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,905,623
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
FMLP has not entered into any transactions in the Shares during the past 60 days.
|
F.
|
Mr. Radoff
|
|
(a)
|
As of the close of business on June 27, 2016, Mr. Radoff directly owned 875,000 Shares. Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 3,905,623 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,780,623
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,780,623
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Radoff has not entered into any transactions in the Shares during the past 60 days.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement, dated June 27, 2016.
|
BLR Partners LP
|
|||
By:
|
BLRPart, LP
General Partner
|
||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRPart, LP
|
|||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRGP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
Fondren Management, LP
|
||||
By:
|
FMLP Inc.
General Partner
|
|||
By:
|
/s/ Bradley L. Radoff
|
|||
Name:
|
Bradley L. Radoff
|
|||
Title:
|
Sole Director
|
FMLP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
/s/ Bradley L. Radoff
|
|
Bradley L. Radoff
|
BLR Partners LP
|
|||
By:
|
BLRPart, LP
General Partner
|
||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRPart, LP
|
|||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRGP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
Fondren Management, LP
|
||||
By:
|
FMLP Inc.
General Partner
|
|||
By:
|
/s/ Bradley L. Radoff
|
|||
Name:
|
Bradley L. Radoff
|
|||
Title:
|
Sole Director
|
FMLP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
/s/ Bradley L. Radoff
|
|
Bradley L. Radoff
|