1
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NAMES OF REPORTING PERSONS
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PHILOTIMO FUND, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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-0-
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8
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SHARED VOTING POWER
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295,562
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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295,562
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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295,562
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN
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1
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NAMES OF REPORTING PERSONS
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KANEN WEALTH MANAGEMENT , LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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FLORIDA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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-0-
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8
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SHARED VOTING POWER
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1,343,644
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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1,343,644
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,343,644
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.5%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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1
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NAMES OF REPORTING PERSONS
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DAVID L. KANEN
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
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(b)
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☐
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF, OO
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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83,441
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8
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SHARED VOTING POWER
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1,343,644
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9
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SOLE DISPOSITIVE POWER
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83,441
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10
|
SHARED DISPOSITIVE POWER
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1,343,644
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,427,085
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||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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||||
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||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.4%
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14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background
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(i) |
Philotimo Fund, LP, a Delaware limited partnership (“Philotimo”), with Shared directly and beneficially owned by it;
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(ii) |
Kanen Wealth Management, LLC, a Florida limited liability company (“KWM”), as the general partner of Philotimo and with respect to the Shares directly and beneficially owned by it; and
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(iii) |
David L. Kanen, as the managing member of KWM and with respect to the Shares directly and beneficially owned by him.
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interest in the Securities of the Issuer.
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A. |
Philotimo
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(a)
|
As of the close of business on November 1, 2019, Philotimo beneficially owned 295,562 Shares.
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(b)
|
1. Sole power to vote or direct: 0
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(c)
|
Philotimo has not entered into any transaction in the Shares of the Issuer during the past 60 days.
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B.
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KWM
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(a) |
As of the close of business on November 1, 2019, KWM beneficially owned 1,048,082 Shares. KWM, as the general partner of Philotimo, may be deemed to be the beneficial owner of the 295,562 Shares owned by Philotimo.
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(b) |
1. Sole power to vote or direct: 0
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(c) |
The transactions in the Shares by KWM during the past sixty days were a Client Initiated Transfer of 107,172 Shares at a price of $0.00 on November 1, 2019.
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C. |
Mr. Kanen
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(a) |
As of the close of business on November 1, 2019, Mr. Kanen beneficially owned 83,441 Shares. Mr. Kanen, as the managing member of KWM, may be deemed to be the beneficial owner of the (i) 1,048,082 Shares owned by KWM and (ii) 295,562
Shares owned by Philotimo.
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(b) |
1. Sole power to vote or direct: 83,441
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(c) |
Mr. Kanen has not entered into any transactions in the Shares of the Issuer during the past sixty days.
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(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.
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(e) |
Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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Dated: November 7, 2019
|
|||
KANEN WEALTH MANAGEMENT, LLC
|
|||
By:
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/s/ David L. Kanen
|
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Name:
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David L. Kanen
|
||
Title:
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Managing Member
|
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PHILOTIMO FUND, LP
|
|||
By:
|
Kanen Wealth Management, LLC
its general partner
|
||
By:
|
/s/ David L. Kanen
|
||
Name:
|
David L. Kanen
|
||
Title:
|
Managing Member
|
||
/s/ David L. Kanen
|
|||
DAVID L. KANEN
|