1
|
NAME OF REPORTING PERSON
HARVEST CAPITAL STRATEGIES 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
4,000,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,000,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
JEFFREY B. OSHER
|
||
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
4,000,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,000,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
HARVEST SMALL CAP PARTNERS MASTER, LTD.
|
||
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
2,488,860
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,488,860
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,488,860
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
HARVEST SMALL CAP 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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,511,140
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,511,140
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,511,140
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
HARVEST SMALL CAP PARTNERS 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
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
1,511,140
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,511,140
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,511,140
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Harvest Small Cap Partners Master, Ltd., an exempted company organized under the laws of the Cayman Islands (“Harvest Small Cap Master”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Harvest Small Cap Partners, LP, a Delaware limited partnership (“Harvest Small Cap”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Harvest Small Cap Partners GP, LLC, a Delaware limited liability company (“Harvest Small Cap GP”), as the general partner of Harvest Small Cap;
|
|
(iv)
|
Harvest Capital Strategies LLC, a Delaware limited liability company (“Harvest Capital”), as the investment manager of Harvest Small Cap Master and Harvest Small Cap; and
|
|
(v)
|
Jeffrey B. Osher, as a managing director of Harvest Capital and portfolio manager of each of Harvest Small Cap Master and Harvest Small Cap.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Harvest Capital
|
|
(a)
|
Harvest Capital, as the investment manager of each of Harvest Small Cap Master and Harvest Small Cap, may be deemed the beneficial owner of the (i) 2,488,860 Shares owned by Harvest Small Cap Master and (ii) 1,511,140 Shares owned by Harvest Small Cap.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,000,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,000,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Harvest Capital has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Harvest Small Cap Master and Harvest Small Cap during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
B.
|
Mr. Osher
|
|
(a)
|
Mr. Osher, as the portfolio manager of each of Harvest Small Cap Master and Harvest Small Cap and as a managing director of Harvest Capital, may be deemed the beneficial owner of the (i) 2,488,860 Shares owned by Harvest Small Cap Master and (ii) 1,511,140 Shares owned by Harvest Small Cap.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,000,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,000,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Osher has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Harvest Small Cap Master and Harvest Small Cap during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
C.
|
Harvest Small Cap Master
|
|
(a)
|
As of the close of business on March 27, 2017, Harvest Small Cap Master beneficially owned 2,488,860 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,488,860
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,488,860
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Harvest Small Cap Master during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
D.
|
Harvest Small Cap
|
|
(a)
|
As of the close of business on March 27, 2017, Harvest Small Cap beneficially owned 1,511,140 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,511,140
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,511,140
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Harvest Small Cap during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
E.
|
Harvest Small Cap GP
|
|
(a)
|
Harvest Small Cap GP, as the general partner of Harvest Small Cap, may be deemed the beneficial owner of the 1,511,140 Shares owned by Harvest Small Cap.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,511,140
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,511,140
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Harvest Small Cap GP has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of Harvest Small Cap during the past sixty (60) days are set forth in Schedule B 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
|
Joint Filing Agreement by and among Harvest Small Cap Partners Master, Ltd., Harvest Small Cap Partners, LP, Harvest Small Cap Partners GP, LLC, Harvest Capital Strategies LLC and Jeffrey B. Osher, dated March 27, 2017.
|
Harvest Small Cap Partners Master, Ltd.
|
|||
By:
|
Harvest Capital Strategies LLC
Investment Manager
|
||
By:
|
/s/ Jeffrey B. Osher
|
||
Name:
|
Jeffrey B. Osher
|
||
Title:
|
Managing Director
|
Harvest Small Cap Partners, LP
|
|||
By:
|
Harvest Capital Strategies LLC
Investment Manager
|
||
By:
|
/s/ Jeffrey B. Osher
|
||
Name:
|
Jeffrey B. Osher
|
||
Title:
|
Managing Director
|
Harvest Small Cap Partners GP, LLC
|
|||
By:
|
Harvest Capital Strategies LLC
Investment Manager of the Limited Partner
|
||
By:
|
/s/ Jeffrey B. Osher
|
||
Name:
|
Jeffrey B. Osher
|
||
Title:
|
Managing Director
|
Harvest Capital Strategies LLC
|
|||
By:
|
/s/ Jeffrey B. Osher
|
||
Name:
|
Jeffrey B. Osher
|
||
Title:
|
Managing Director
|
/s/ Jeffrey B. Osher
|
|
JEFFREY B. OSHER
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Philip Cater
|
Accountant
|
P.O. Box 61, Harbour Centre, George Town
Grand Cayman, KY1-1102 Cayman Islands
|
New Zealand
|
Kevin Christopher Lynch
|
President and Chief Operating Officer
of Harvest Capital Strategies LLC
|
600 Montgomery Street
Suite 1700
San Francisco, California 94111
|
United States of America
|
Paul Stevenson
|
Accountant
|
Mintflower Place, 3rd Floor
8 Par-la-Ville Road
Hamilton HM08, Bermuda
|
Canada
|
Amount of Shares
Purchased
|
Price ($)
|
Date of
Purchase
|
38,031
|
4.7540
|
02/10/2017
|
851
|
4.6696
|
02/14/2017
|
608
|
4.6600
|
02/14/2017
|
20,544
|
4.8165
|
02/17/2017
|
1,400
|
4.8186
|
02/21/2017
|
4,012
|
5.5879
|
03/06/2017
|
31,123
|
5.6718
|
03/08/2017
|
18,674
|
5.5987
|
03/08/2017
|
12,449
|
5.6000
|
03/08/2017
|
17,223
|
4.9652
|
03/14/2017
|
124,556
|
4.9561
|
03/15/2017
|
60,582
|
4.9184
|
03/15/2017
|
5,719
|
4.9195
|
03/15/2017
|
40,937
|
4.9116
|
03/16/2017
|
61,969
|
4.7540
|
02/10/2017
|
549
|
4.6696
|
02/14/2017
|
392
|
4.6600
|
02/14/2017
|
12,400
|
4.8165
|
02/17/2017
|
700
|
4.8186
|
02/21/2017
|
8,544
|
5.5879
|
03/06/2017
|
18,877
|
5.6718
|
03/08/2017
|
11,326
|
5.5987
|
03/08/2017
|
7,551
|
5.6000
|
03/08/2017
|
10,501
|
4.9652
|
03/14/2017
|
75,444
|
4.9561
|
03/15/2017
|
36,694
|
4.9184
|
03/15/2017
|
3,464
|
4.9195
|
03/15/2017
|
24,880
|
4.9116
|
03/16/2017
|
Harvest Small Cap Partners Master, Ltd.
|
|||
By:
|
Harvest Capital Strategies LLC
Investment Manager
|
||
By:
|
/s/ Jeffrey B. Osher
|
||
Name:
|
Jeffrey B. Osher
|
||
Title:
|
Managing Director
|
Harvest Small Cap Partners, LP
|
|||
By:
|
Harvest Capital Strategies LLC
Investment Manager
|
||
By:
|
/s/ Jeffrey B. Osher
|
||
Name:
|
Jeffrey B. Osher
|
||
Title:
|
Managing Director
|
Harvest Small Cap Partners GP, LLC
|
|||
By:
|
Harvest Capital Strategies LLC
Investment Manager of the Limited Partner
|
||
By:
|
/s/ Jeffrey B. Osher
|
||
Name:
|
Jeffrey B. Osher
|
||
Title:
|
Managing Director
|
Harvest Capital Strategies LLC
|
|||
By:
|
/s/ Jeffrey B. Osher
|
||
Name:
|
Jeffrey B. Osher
|
||
Title:
|
Managing Director
|
/s/ Jeffrey B. Osher
|
|
JEFFREY B. OSHER
|