1
|
NAME OF REPORTING PERSON
RIVERNORTH CAPITAL PARTNERS, L.P.
|
||
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
411,027
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
411,027
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
411,027
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
RIVERNORTH INSTITUTIONAL PARTNERS, L.P.
|
||
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
738,264
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
738,264
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
738,264
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
RIVERNORTH CAPITAL MANAGEMENT, 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
|
||
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
1,257,724*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,257,724*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,724*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
Item 2.
|
Identity and Background.
|
|
(i)
|
RiverNorth Capital Partners, L.P., a Delaware limited partnership (“RNCP”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
RiverNorth Institutional Partners, L.P., a Delaware limited partnership (“RNIP”), with respect to the Shares directly and beneficially owned by it; and
|
|
(iii)
|
RiverNorth Capital Management, LLC, a Delaware limited liability company (“RiverNorth Management”), as the general partner and investment advisor for each of RNCP, RNIP, and a certain managed account (the “RiverNorth Account”).
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
RNCP
|
|
(a)
|
As of the close of business on August 4, 2016, RNCP beneficially owned 411,027 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 411,027
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 411,027
|
|
(c)
|
The transactions in the Shares by RNCP during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
RNIP
|
|
(a)
|
As of the close of business on August 4, 2016, RNIP beneficially owned 738,264 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 738,264
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 738,264
|
|
(c)
|
The transactions in the Shares by RNIP during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
RiverNorth Management
|
|
(a)
|
RiverNorth Management, (i) as the general partner of RNCP, may be deemed the beneficial owner of the 411,027 Shares owned by RNCP, (ii) as the general partner of RNIP, may be deemed the beneficial owner of the 738,264 Shares owned by RNIP, and (iii) as the investment advisor of the RiverNorth Account, may be deemed the beneficial owner of the 108,433 Shares held in the RiverNorth Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,257,724
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,257,724
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RiverNorth Management 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 RNCP, RNIP and the Shares held in the RiverNorth Account during the past sixty (60) 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 August 4, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Termination of Joint Filing Agreement.
|
RiverNorth Capital Management, LLC
|
|||
By:
|
/s/ Marcus Collins
|
||
Name:
|
Marcus Collins
|
||
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
RiverNorth Capital Partners, L.P.
|
|||
RiverNorth Capital Management, LLC,
General Partner
|
|||
By:
|
/s/ Marcus Collins
|
||
Name:
|
Marcus Collins
|
||
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
RiverNorth Institutional Partners, L.P.
|
|||
RiverNorth Capital Management, LLC,
General Partner
|
|||
By:
|
/s/ Marcus Collins
|
||
Name:
|
Marcus Collins
|
||
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
(7,040)
|
8.100
|
6/23/2016
|
(78,475)
|
8.030
|
6/24/2016
|
(1,305)
|
7.950
|
6/30/2016
|
(10,995)
|
8.020
|
7/1/2016
|
(67,442)
|
8.050
|
7/5/2016
|
(8,111)
|
8.190
|
7/8/2016
|
(11,277)
|
8.280
|
7/12/2016
|
(799)
|
8.190
|
7/13/2016
|
(997)
|
8.400
|
7/22/2016
|
(384)
|
8.470
|
7/25/2016
|
(1,057)
|
8.420
|
8/1/2016
|
(3,227)
|
8.370
|
8/2/2016
|
(34,768)
|
8.390
|
8/3/2016
|
(29,839)
|
8.410
|
8/4/2016
|
(11,142)
|
8.280
|
7/12/2016
|
(1,598)
|
8.190
|
7/13/2016
|
(1,733)
|
8.400
|
7/22/2016
|
(595)
|
8.470
|
7/25/2016
|
(3,493)
|
8.420
|
8/1/2016
|
(5.808)
|
8.370
|
8/2/2016
|
(67,820)
|
8.390
|
8/3/2016
|
(53,550)
|
8.410
|
8/4/2016
|
(28,254)*
|
8.210
|
6/20/2016
|
(1,000)*
|
8.120
|
6/21/2016
|
(5,191)*
|
8.130
|
6/22/2016
|
(782)*
|
8.100
|
6/23/2016
|
(26,158)*
|
8.030
|
6/24/2016
|
(1,221)*
|
8.020
|
7/1/2016
|
(22,480)*
|
8.050
|
7/5/2016
|
(2,217)*
|
8.280
|
7/12/2016
|
(236)*
|
8.190
|
7/13/2016
|
(270)*
|
8.400
|
7/22/2016
|
(96)*
|
8.470
|
7/25/2016
|
(450)*
|
8.420
|
8/1/2016
|
(893)*
|
8.370
|
8/2/2016
|
(10,146)*
|
8.390
|
8/3/2016
|
(8,247)*
|
8.410
|
8/4/2016
|
RiverNorth Capital Management, LLC
|
|||
By:
|
/s/ Marcus Collins
|
||
Name:
|
Marcus Collins
|
||
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
RiverNorth Capital Partners, L.P.
|
|||
RiverNorth Capital Management, LLC,
General Partner
|
|||
By:
|
/s/ Marcus Collins
|
||
Name:
|
Marcus Collins
|
||
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
RiverNorth Institutional Partners, L.P.
|
|||
RiverNorth Capital Management, LLC,
General Partner
|
|||
By:
|
/s/ Marcus Collins
|
||
Name:
|
Marcus Collins
|
||
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|