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
238,227
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
238,227
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,227
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Vertex Special Opportunities Fund III, 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
165,835
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
165,835
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,835
|
||
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
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
238,227
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
238,227
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,227
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Vertex Special Opportunities GP III, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
165,835
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
165,835
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,835
|
||
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
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
404,062
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
404,062
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,062
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
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
404,062
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
404,062
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,062
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Vertex Opportunities
|
|
(a)
|
As of 12:00 pm eastern time on June 18, 2015, Vertex Opportunities beneficially owned 238,227 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: -0-
|
|
2. Shared power to vote or direct vote: 238,227
|
|
3. Sole power to dispose or direct the disposition: -0-
|
|
4. Shared power to dispose or direct the disposition: 238,227
|
|
(c)
|
The transactions in the Shares by Vertex Opportunities during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
VSO III
|
|
(a)
|
As of 12:00 pm eastern time on June 18, 2015, VSO III beneficially owned 165,835 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: -0-
|
|
2. Shared power to vote or direct vote: 165,835
|
|
3. Sole power to dispose or direct the disposition: -0-
|
|
4. Shared power to dispose or direct the disposition: 165,835
|
|
(c)
|
The transactions in the Shares by VSO III during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
Vertex GP
|
|
(a)
|
Vertex GP, as the general partner of Vertex Opportunities, may be deemed the beneficial owner of the 238,227 Shares owned by Vertex Opportunities.
|
|
(b)
|
1. Sole power to vote or direct vote: -0-
|
|
2. Shared power to vote or direct vote: 238,227
|
|
3. Sole power to dispose or direct the disposition: -0-
|
|
4. Shared power to dispose or direct the disposition: 238,227
|
|
(c)
|
Vertex GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Vertex Opportunities during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
VSO GP III
|
|
(a)
|
VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 165,835 shares owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: -0-
|
|
2. Shared power to vote or direct vote: 165,835
|
|
3. Sole power to dispose or direct the disposition: -0-
|
|
4. Shared power to dispose or direct the disposition: 165,835
|
|
(c)
|
VSO GP III has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of VSO III during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Vertex Capital
|
|
(a)
|
Vertex Capital, as the investment manager to Vertex Opportunities and VSO III, may be deemed the beneficial owner of the (i) 238,227 Shares owned by Vertex Opportunities and (ii) 165,835 Shares owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: -0-
|
|
2. Shared power to vote or direct vote: 404,062
|
|
3. Sole power to dispose or direct the disposition: -0-
|
|
4. Shared power to dispose or direct the disposition: 404,062
|
|
(c)
|
Vertex Capital has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Vertex Opportunities and VSO III during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Eric Singer
|
|
(a)
|
Mr. Singer, as the managing member of Vertex GP, VSO III GP and Vertex Capital, may be deemed the beneficial owner of the (i) 238,227 Shares owned by Vertex Opportunities and (ii) 165,835 Shares owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: -0-
|
|
2. Shared power to vote or direct vote: 404,062
|
|
3. Sole power to dispose or direct the disposition: -0-
|
|
4. Shared power to dispose or direct the disposition: 404,062
|
|
(c)
|
Mr. Singer has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Vertex Opportunities and VSO III during the past sixty days 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)
|
As of June 17, 2015, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
|
Vertex Opportunities Fund, LP
|
|||
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 III, LP
|
|||
By:
|
Vertex Special Opportunities GP III, LLC
General Partner
|
||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Special Opportunities GP III, 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
|
Sale of Common Stock
|
(5,900)
|
6.0900
|
04/20/2015
|
Sale of Common Stock
|
(4,757)
|
4.8000
|
05/04/2015
|
Sale of Common Stock
|
(5,900)
|
4.8000
|
05/05/2015
|
Sale of Common Stock
|
(15,000)
|
4.7700
|
05/14/2015
|
Sale of Common Stock
|
(30,000)
|
4.7910
|
05/15/2015
|
Sale of Common Stock
|
(12,000)
|
4.7977
|
05/18/2015
|
Sale of Common Stock
|
(49,300)
|
4.8347
|
05/19/2015
|
Sale of Common Stock
|
(29,000)
|
4.8520
|
05/20/2015
|
Sale of Common Stock
|
(10,475)
|
4.8622
|
05/21/2015
|
Sale of Common Stock
|
(5,800)
|
4.8550
|
05/26/2015
|
Sale of Common Stock
|
(13,166)
|
4.8256
|
05/27/2015
|
Sale of Common Stock
|
(2,900)
|
4.8000
|
05/28/2015
|
Sale of Common Stock
|
(11,600)
|
4.8000
|
06/01/2015
|
Sale of Common Stock
|
(19,847)
|
4.7912
|
06/02/2015
|
Sale of Common Stock
|
(26,100)
|
4.8175
|
06/03/2015
|
Sale of Common Stock
|
(7,946)
|
4.8231
|
06/04/2015
|
Sale of Common Stock
|
(24,920)
|
4.7709
|
06/05/2015
|
Sale of Common Stock
|
(73,080)
|
4.8301
|
06/16/2015
|
Sale of Common Stock
|
(328,304)
|
4.9038
|
06/17/2015
|
Sale of Common Stock
|
(203,000)
|
4.9015
|
06/17/2015
|
Sale of Common Stock
|
(4,100)
|
6.0900
|
04/20/2015
|
Sale of Common Stock
|
(3,243)
|
4.8000
|
05/04/2015
|
Sale of Common Stock
|
(4,100)
|
4.8000
|
05/05/2015
|
Sale of Common Stock
|
(35,700)
|
4.8347
|
05/19/2015
|
Sale of Common Stock
|
(21,000)
|
4.8520
|
05/20/2015
|
Sale of Common Stock
|
(7,585)
|
4.8622
|
05/21/2015
|
Sale of Common Stock
|
(4,200)
|
4.8550
|
05/26/2015
|
Sale of Common Stock
|
(9,534)
|
4.8256
|
05/27/2015
|
Sale of Common Stock
|
(2,100)
|
4.8000
|
05/28/2015
|
Sale of Common Stock
|
(8,400)
|
4.8000
|
06/01/2015
|
Sale of Common Stock
|
(14,372)
|
4.7912
|
06/02/2015
|
Sale of Common Stock
|
(18,900)
|
4.8175
|
06/03/2015
|
Sale of Common Stock
|
(5,754)
|
4.8231
|
06/04/2015
|
Sale of Common Stock
|
(18,046)
|
4.7709
|
06/05/2015
|
Sale of Common Stock
|
(52,920)
|
4.8301
|
06/16/2015
|
Sale of Common Stock
|
(237,738)
|
4.9038
|
06/17/2015
|
Sale of Common Stock
|
(147,000)
|
4.9015
|
06/17/2015
|