Lumos Networks Corp.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
550283105
|
(CUSIP Number)
|
January 19, 2016
|
(Date of Event Which Requires Filing of this Statement)
|
o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
1
|
NAME OF REPORTING PERSON
ARCHER CAPITAL MASTER FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
6
|
SHARED VOTING POWER
1,528,640
|
||
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
8
|
SHARED DISPOSITIVE POWER
1,528,640
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,528,640
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
ARCHER PARTNERS GP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
1,528,640
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
1,528,640
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,528,640
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
|
||
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1
|
NAME OF REPORTING PERSON
ARCHER CROSSBOW MASTER FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
139,599
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
139,599
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,599
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
ARCHER CROSSBOW GP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
139,599
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
139,599
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,599
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
|
||
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1
|
NAME OF REPORTING PERSON
HASTINGS MASTER FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
220,172
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
220,172
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
220,172
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
ARCHER HASTINGS GP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
220,172
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
220,172
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
220,172
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
|
||
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1
|
NAME OF REPORTING PERSON
ARCHER SELECT MANDATE MASTER FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
665,727
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
665,727
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
665,727
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
ARCHER SELECT MANDATE GP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
665,727
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
665,727
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
665,727
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
|
||
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1
|
NAME OF REPORTING PERSON
CANTON GP HOLDINGS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,554,138
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,554,138
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,554,138
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
|
||
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1
|
NAME OF REPORTING PERSON
ARCHER CAPITAL MANAGEMENT, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,554,138
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,554,138
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,554,138
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
|
||
12
|
TYPE OF REPORTING PERSON
PN, IA
|
1
|
NAME OF REPORTING PERSON
CANTON HOLDINGS, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,554,138
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,554,138
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,554,138
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
|
||
12
|
TYPE OF REPORTING PERSON
OO, HC
|
1
|
NAME OF REPORTING PERSON
JOSHUA A. LOBEL
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,554,138
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,554,138
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,554,138
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
|
||
12
|
TYPE OF REPORTING PERSON
IN, HC
|
1
|
NAME OF REPORTING PERSON
ERIC J. EDIDIN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,554,138
|
||
7
|
SOLE DISPOSITIVE POWER
-0-
|
||
8
|
SHARED DISPOSITIVE POWER
2,554,138
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,554,138
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1%
|
||
12
|
TYPE OF REPORTING PERSON
IN, HC
|
Item 1(a).
|
Name of Issuer:
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a).
|
Name of Person Filing:
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
Item 2(c).
|
Citizenship:
|
Item 2(d).
|
Title of Class of Securities:
|
Item 2(e).
|
CUSIP Number:
|
Item 3.
|
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
/X/
|
Not Applicable
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e)
|
/ /
|
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
/ /
|
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
/ /
|
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
/ /
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
(i)
|
/ /
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
|
|
(j)
|
/ /
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
/ /
|
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
Item 4.
|
Ownership.*
|
|
(a)
|
Amount beneficially owned:
|
|
1,528,640 Shares
|
|
(b)
|
Percent of class:
|
|
6.7% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
1,528,640 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
1,528,640 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
1,528,640 Shares
|
|
(b)
|
Percent of class:
|
|
6.7% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
1,528,640 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
1,528,640 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
139,599 Shares
|
|
(b)
|
Percent of class:
|
|
Less than 1% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
139,599 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
139,599 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
139,599 Shares
|
|
(b)
|
Percent of class:
|
|
Less than 1% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
139,599 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
139,599 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
220,172 Shares
|
|
(b)
|
Percent of class:
|
|
Less than 1% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
220,172 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
220,172 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
220,172 Shares
|
|
(b)
|
Percent of class:
|
|
Less than 1% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
220,172 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
220,172 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
665,727 Shares
|
|
(b)
|
Percent of class:
|
|
2.9% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
665,727 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
665,727 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
665,727 Shares
|
|
(b)
|
Percent of class:
|
|
2.9% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
665,727 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
665,727 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
2,554,138 Shares
|
|
(b)
|
Percent of class:
|
|
11.1% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
2,554,138 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
2,554,138 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
2,554,138 Shares
|
|
(b)
|
Percent of class:
|
|
11.1% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
2,554,138 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
2,554,138 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
2,554,138 Shares
|
|
(b)
|
Percent of class:
|
|
11.1% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
2,554,138 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
2,554,138 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
2,554,138 Shares
|
|
(b)
|
Percent of class:
|
|
11.1% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
2,554,138 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
2,554,138 Shares
|
|
(a)
|
Amount beneficially owned:
|
|
2,554,138 Shares
|
|
(b)
|
Percent of class:
|
|
11.1% (based upon 22,969,714 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
2,554,138 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
2,554,138 Shares
|
|
*Each of the Funds, as the direct owner of the Shares, has delegated all investment and dispositive power with respect to such Shares to Archer, its investment manager. Accordingly, each of the Funds, the General Partners and Canton GP, disclaims dispositive power over the Shares that each of the Funds, the General Partners and Canton GP may be deemed to beneficially own.
|
|
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein except to the extent of his or its pecuniary interest therein.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certifications.
|
ARCHER CAPITAL MASTER FUND, L.P.
By: Archer Partners GP, LLC,
its General Partner
ARCHER CROSSBOW MASTER FUND, L.P.
By: Archer Crossbow GP, LLC,
its General Partner
HASTINGS MASTER FUND, L.P.
By: Archer Hastings GP, LLC,
its General Partner
ARCHER SELECT MANDATE MASTER FUND, L.P.
By: Archer Select Mandate GP, LLC,
its General Partner
ARCHER PARTNERS GP, LLC
By: Canton GP Holdings, LLC,
its Manager
|
ARCHER CROSSBOW GP, LLC
By: Canton GP Holdings, LLC,
its Manager
ARCHER HASTINGS GP, LLC
By: Canton GP Holdings, LLC,
its Manager
ARCHER SELECT MANDATE GP, LLC
By: Canton GP Holdings, LLC,
its Manager
ARCHER CAPITAL MANAGEMENT, L.P.
By: Canton Holdings, L.L.C.,
its General Partner
CANTON GP HOLDINGS, LLC
CANTON HOLDINGS, L.L.C
|
By:
|
/s/ Eric J. Edidin
|
|
Name:
|
Eric J. Edidin
|
|
Title:
|
Authorized Signatory
|
/s/ Joshua A. Lobel
|
JOSHUA A. LOBEL
|
/s/ Eric J. Edidin
|
ERIC J. EDIDIN
|
ARCHER CAPITAL MASTER FUND, L.P.
By: Archer Partners GP, LLC,
its General Partner
ARCHER CROSSBOW MASTER FUND, L.P.
By: Archer Crossbow GP, LLC,
its General Partner
HASTINGS MASTER FUND, L.P.
By: Archer Hastings GP, LLC,
its General Partner
ARCHER SELECT MANDATE MASTER FUND, L.P.
By: Archer Select Mandate GP, LLC,
its General Partner
ARCHER PARTNERS GP, LLC
By: Canton GP Holdings, LLC,
its Manager
|
ARCHER CROSSBOW GP, LLC
By: Canton GP Holdings, LLC,
its Manager
ARCHER HASTINGS GP, LLC
By: Canton GP Holdings, LLC,
its Manager
ARCHER SELECT MANDATE GP, LLC
By: Canton GP Holdings, LLC,
its Manager
ARCHER CAPITAL MANAGEMENT, L.P.
By: Canton Holdings, L.L.C.,
its General Partner
CANTON GP HOLDINGS, LLC
CANTON HOLDINGS, L.L.C
|
By:
|
/s/ Eric J. Edidin
|
|
Name:
|
Eric J. Edidin
|
|
Title:
|
Authorized Signatory
|
/s/ Joshua A. Lobel
|
JOSHUA A. LOBEL
|
/s/ Eric J. Edidin
|
ERIC J. EDIDIN
|