1
|
NAME OF REPORTING PERSON
BLR 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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,335,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,335,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,335,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BLRPart, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,335,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,335,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,335,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BLRGP Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,335,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,335,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,335,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Fondren 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
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,335,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,335,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,335,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
FMLP Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,335,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,335,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,335,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Bradley L. Radoff
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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
1,335,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,335,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,335,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Joshua E. Schechter
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
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
18,372
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
18,372
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,372
|
||
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
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
BLR Partners
|
|
(a)
|
As of the close of business on October 18, 2016, BLR Partners beneficially owned 1,335,000 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,335,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,335,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by BLR Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
BLRPart GP
|
|
(a)
|
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 1,335,000 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,335,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,335,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRPart GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
BLRGP
|
|
(a)
|
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 1,335,000 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,335,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,335,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRGP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Fondren Management
|
|
(a)
|
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 1,335,000 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,335,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,335,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Fondren Management has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
FMLP
|
|
(a)
|
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 1,335,000 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,335,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,335,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
FMLP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Mr. Radoff
|
|
(a)
|
Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 1,335,000 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,335,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,335,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Radoff has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
Mr. Schechter:
|
|
(a)
|
As of the close of business on October 18, 2016, Mr. Schechter directly owned 18,372 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 18,372
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 18,372
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Mr. Schechter since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
BLR Partners LP
|
|||
By:
|
BLRPart, LP
General Partner
|
||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRPart, LP
|
|||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRGP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
Fondren Management, LP
|
|||
By:
|
FMLP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
FMLP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
/s/ Bradley L. Radoff
|
|
Bradley L. Radoff
|
/s/ Joshua E. Schechter
|
|
Joshua E. Schechter
|
Nature of Transaction
|
Securities
Purchased/(Sold)
|
Price per Share ($)
|
Date of
Purchase / Sale
|
Purchase of Common Stock
|
5,000
|
5.6629
|
09/29/2016
|
Purchase of Common Stock
|
5,000
|
5.5907
|
10/03/2016
|
Purchase of Common Stock
|
7,500
|
5.5345
|
10/04/2016
|
Purchase of Common Stock
|
5,000
|
5.5131
|
10/05/2016
|
Purchase of Common Stock
|
24,000
|
5.5325
|
10/05/2016
|
Purchase of Common Stock
|
50,000
|
5.5463
|
10/06/2016
|
Purchase of Common Stock
|
20,500
|
5.5921
|
10/07/2016
|
Purchase of Common Stock
|
5,000
|
5.7863
|
10/10/2016
|
Purchase of Common Stock
|
28,000
|
5.6986
|
10/11/2016
|
Purchase of Common Stock
|
2,500
|
5.7537
|
10/12/2016
|
Purchase of Common Stock
|
12,500
|
5.8774
|
10/13/2016
|
Purchase of Common Stock
|
28,000
|
5.8919
|
10/14/2016
|
Purchase of Common Stock
|
34,011
|
5.8738
|
10/17/2016
|
Purchase of Common Stock
|
7,989
|
5.9935
|
10/18/2016
|
Purchase of Common Stock
|
2
|
5.5500
|
10/05/2016
|
Purchase of Common Stock
|
2
|
5.5700
|
10/05/2016
|
Purchase of Common Stock
|
78
|
5.5700
|
10/05/2016
|
Purchase of Common Stock
|
1,900
|
5.5700
|
10/05/2016
|
Purchase of Common Stock
|
2,500
|
5.5700
|
10/05/2016
|