1
|
NAME OF REPORTING PERSON
Dialectic Capital Partners, LP
|
||
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
302,070
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
302,070
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
302,070
|
||
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
Dialectic Offshore, Ltd.
|
||
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
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,332,668
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,332,668
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,332,668
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Dialectic Antithesis Partners, LP
|
||
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
1,336,631
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,336,631
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,336,631
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Dialectic Capital Management, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,971,369
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,971,369
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,971,369
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
||
14
|
TYPE OF REPORTING PERSON
IA, PN
|
1
|
NAME OF REPORTING PERSON
Dialectic Capital, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,971,369
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,971,369
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,971,369
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
John Fichthorn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
- 0 -
|
|
8
|
SHARED VOTING POWER
2,971,369
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,971,369
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,971,369
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Dialectic Capital Partners, LP, a Delaware limited partnership (“Dialectic Capital Partners”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Dialectic Offshore, Ltd., a Cayman Islands exempted company (“DOF”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Dialectic Antithesis Partners, LP, a Delaware limited partnership (“DAP”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Dialectic Capital Management, LP, a Delaware limited partnership (“Dialectic Capital”), as the investment manager to each of Dialectic Capital Partners, DAP and DOF;
|
|
(v)
|
Dialectic Capital, LLC, a Delaware limited liability company (“Dialectic GP”), as the general partner to each of Dialectic Capital Partners, DAP and DOF; and
|
|
(vi)
|
John Fichthorn, as managing partner to Dialectic Capital.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Dialectic Capital Partners
|
|
(a)
|
As of the date hereof, Dialectic Capital Partners beneficially owned 302,070 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 302,070
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 302,070
|
|
(c)
|
The transactions in the Shares by Dialectic Capital Partners during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
B.
|
DOF
|
|
(a)
|
As of the date hereof, DOF beneficially owned 1,332,668 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,332,668
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,332,668
|
|
(c)
|
The transactions in the Shares by DOF during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
C.
|
DAP
|
|
(a)
|
As of the date hereof, DAP beneficially owned 1,336,631 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,336,631
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,336,631
|
|
(c)
|
The transactions in the Shares by DAP during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
D.
|
Dialectic Capital
|
|
(a)
|
Dialectic Capital, as the investment manager to each of Dialectic Capital Partners, DOF and DAP, may be deemed the beneficial owner of the (i) 302,070 Shares owned by Dialectic Capital Partners, (ii) 1,332,668 Shares owned by DOF and (iii) 1,336,631 Shares owned by DAP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,971,369
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,971,369
|
|
(c)
|
Dialectic 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 Dialectic Capital Partners, DOF and DAP during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
E.
|
Dialectic GP
|
|
(a)
|
Dialectic GP, as the general partner to each of Dialectic Capital Partners, DOF and DAP, may be deemed the beneficial owner of the (i) 302,070 Shares owned by Dialectic Capital Partners, (ii) 1,332,668 Shares owned by DOF and (iii) 1,336,631 Shares owned by DAP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,971,369
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,971,369
|
|
(c)
|
Dialectic GP 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 Dialectic Capital Partners, DOF and DAP during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
F.
|
Mr. Fichthorn
|
|
(a)
|
Mr. Fichthorn, as a managing partner to Dialectic Capital, may be deemed the beneficial owner of the (i) 302,070 Shares owned by Dialectic Capital Partners, (ii) 1,332,668 Shares owned by DOF and (iii) 1,336,631 Shares owned by DAP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,971,369
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,971,369
|
|
(c)
|
Mr. Fichthorn 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 Dialectic Capital Partners, DOF and DAP during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
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 Dialectic Capital Partners, LP, Dialectic Offshore, Ltd., Dialectic Antithesis Partners, LP, Dialectic Capital Management, LP, Dialectic Capital, LLC and John Fichthorn, dated February 10, 2017.
|
Dialectic Capital Partners, LP
|
|||
By:
|
Dialectic Capital Management, LP, its investment manager
|
||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Managing Partner
|
Dialectic Offshore, Ltd.
|
|||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Director
|
Dialectic Antithesis Partners, LP
|
|||
By:
|
Dialectic Capital Management, LP, its investment manager
|
||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Managing Partner
|
Dialectic Capital Management, LP
|
|||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Managing Partner
|
Dialectic Capital, LLC
|
|||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Managing Partner
|
/s/ John Fichthorn
|
|
John Fichthorn
|
Nature of the Transaction
|
Price Per
Share($)
|
Securities
Purchased/(Sold)
|
Date of
Purchase / Sale
|
|
|||
Purchase of Common Stock
|
1.9500
|
1,100
|
12/28/2016
|
Purchase of Common Stock
|
1.9500
|
600
|
01/03/2017
|
Sale of Common Stock
|
2.1500
|
(200)
|
01/04/2017
|
Sale of Common Stock
|
2.1500
|
(1,300)
|
01/12/2017
|
Sale of Common Stock
|
2.1500
|
(700)
|
01/24/2017
|
Purchase of Common Stock
|
2.0000
|
5,370
|
02/03/2017
|
Purchase of Common Stock
|
1.9500
|
100
|
02/06/2017
|
|
|||
Purchase of Common Stock
|
1.9500
|
5,000
|
12/28/2016
|
Purchase of Common Stock
|
1.9500
|
2,600
|
01/03/2017
|
Sale of Common Stock
|
2.1500
|
(800)
|
01/04/2017
|
Sale of Common Stock
|
2.1500
|
(5,900)
|
01/12/2017
|
Sale of Common Stock
|
2.1500
|
(400)
|
01/24/2017
|
Purchase of Common Stock
|
1.9500
|
7,000
|
12/28/2016
|
Purchase of Common Stock
|
1.9500
|
3,700
|
01/03/2017
|
Sale of Common Stock
|
2.1500
|
(672)
|
01/04/2017
|
Sale of Common Stock
|
2.1500
|
(5,997)
|
01/12/2017
|
Sale of Common Stock
|
2.1500
|
(100)
|
01/17/2017
|
Sale of Common Stock
|
2.1500
|
(4,000)
|
01/24/2017
|
Sale of Common Stock
|
2.1500
|
(200)
|
01/25/2017
|
Dialectic Capital Partners, LP
|
|||
By:
|
Dialectic Capital Management, LP, its investment manager
|
||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Managing Partner
|
Dialectic Offshore, Ltd.
|
|||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Director
|
Dialectic Antithesis Partners, LP
|
||||
By:
|
Dialectic Capital Management, LP, its investment manager
|
|||
By:
|
/s/ John Fichthorn
|
|||
Name:
|
John Fichthorn
|
|||
Title:
|
Managing Partner
|
Dialectic Capital Management, LP
|
|||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Managing Partner
|
Dialectic Capital, LLC
|
|||
By:
|
/s/ John Fichthorn
|
||
Name:
|
John Fichthorn
|
||
Title:
|
Managing Partner
|
/s/ John Fichthorn
|
|
John Fichthorn
|