1
|
NAME OF REPORTING PERSON
VIEX Opportunities Fund, LP – Series One1
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,043,530
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,043,530
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,043,530
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.28%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
VIEX Special Opportunities Fund III, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
541,057
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
541,057
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,057
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
VIEX GP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,043,530
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,043,530
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,043,530
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.28%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
VIEX Special Opportunities GP III, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
541,057
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
541,057
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,057
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
VIEX Capital Advisors, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,584,587
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,584,587
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,584,587
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.98%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
Eric Singer
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,584,587
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,584,587
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,584,587
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.98%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership formerly known as Vertex Opportunities Fund, LP, with respect to the Shares directly and beneficially owned by it;2
|
|
(ii)
|
VIEX Special Opportunities III, LP (“VSO III”), a Delaware limited partnership formerly known as Vertex Special Opportunities III, LP, with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company formerly known as Vertex GP, LLC, as the general partner of Series One;
|
|
(v)
|
VIEX Special Opportunities GP III, LLC (“VSO GP III”), a Delaware limited liability company formerly known as Vertex Special Opportunities GP III, LLC, as the general partner of VSO III;
|
|
(vi)
|
VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company formerly known as Vertex Capital Advisors, LLC, as the investment manager of each of Series One and VSO III; and
|
|
(vii)
|
Eric Singer, as managing member of each of VIEX GP, VSO GP III, and VIEX Capital.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Series One
|
|
(a)
|
As of the close of business on December 30, 2015, Series One may be deemed to beneficially own 1,043,530 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,043,530
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,043,530
|
|
(c)
|
The transactions in the Shares in the past 60 days are set forth in Schedule A and are incorporated herein by reference
|
B.
|
VSO III
|
|
(a)
|
As of the close of business on December 30, 2015, VSO III may be deemed to beneficially own 541,057 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 541,057
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by VSO III in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
VIEX GP
|
|
(a)
|
VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,043,530 Shares that may be deemed to be beneficially owned by Series One.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,043,530
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,043,530
|
|
(c)
|
VIEX GP has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Series One in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
VSO GP III
|
|
(a)
|
VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 541,057 Shares that may be deemed to be beneficially owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 541,057
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
(c)
|
VSO GP III has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of VSO III in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
VIEX Capital
|
|
(a)
|
VIEX Capital, as the investment manager of Series One and VSO III, may be deemed the beneficial owner of the (i) 1,043,530 Shares that may be deemed to be beneficially owned by Series One and (ii) 541,057 Shares that may be deemed to be beneficially owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,584,587
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,584,587
|
|
(c)
|
VIEX Capital has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of VSO III in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Eric Singer
|
|
(a)
|
Mr. Singer, as the managing member of VIEX GP, VSO GP III and VIEX Capital, may be deemed the beneficial owner of the (i) 1,043,530 Shares that may be deemed to be beneficially owned by Series One and (iii) 541,057 Shares that may be deemed to be beneficially owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,584,587
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Singer has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of VSO III in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
VIEX Opportunities Fund, LP – Series One
|
|||
By:
|
VIEX GP, LLC
General Partner
|
||
By:
|
/s/ Eric Singer | ||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
VIEX GP, LLC
|
|||
By:
|
/s/ Eric Singer | ||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
VIEX Special Opportunities Fund III, LP
|
|||
By:
|
VIEX Special Opportunities GP III, LLC
General Partner
|
||
By:
|
/s/ Eric Singer | ||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
VIEX Special Opportunities GP III, LLC
|
|||
By:
|
/s/ Eric Singer | ||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
VIEX Capital Advisors, LLC
|
|||
By:
|
/s/ Eric Singer | ||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
/s/ Eric Singer | |
Eric Singer
|
Class of Security
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Common Stock
|
(8,592)
|
6.2250
|
11/02/2015
|
Common Stock
|
(19,332)
|
6.4029
|
11/03/2015
|
Common Stock
|
(10,194)
|
6.6951
|
11/04/2015
|
Common Stock
|
(8,434)
|
6.7436
|
11/05/2015
|
Common Stock
|
(501)
|
6.7629
|
11/06/2015
|
Common Stock
|
(1,626)
|
6.4800
|
11/16/2015
|
Common Stock
|
(3,953)
|
6.4705
|
11/20/2015
|
Common Stock
|
(988)
|
6.6800
|
11/23/2015
|
Common Stock
|
(1,100)
|
7.0800
|
11/27/2015
|
Common Stock
|
(14,823)
|
7.5790
|
12/29/2015
|
Common Stock
|
(33,036)
|
7.6136
|
12/29/2015
|
Common Stock
|
(28,328)
|
7.4440
|
12/30/2015
|
Common Stock
|
(16,799)
|
7.5564
|
12/30/2015
|
Common Stock
|
(3,408)
|
6.2250
|
11/02/2015
|
Common Stock
|
(7,668)
|
6.4029
|
11/03/2015
|
Common Stock
|
(4,043)
|
6.6951
|
11/04/2015
|
Common Stock
|
(3,345)
|
6.7436
|
11/05/2015
|
Common Stock
|
(199)
|
6.7629
|
11/06/2015
|
Common Stock
|
(645)
|
6.4800
|
11/16/2015
|
December 2015 Put Option ($6.00 Strike Price)3
|
2,000
|
0.3000
|
11/16/2015
|
Common Stock
|
(2,047)
|
6.4705
|
11/20/2015
|
Common Stock
|
(512)
|
6.6800
|
11/23/2015
|
December 2015 Put Option ($5.00 Strike Price)4
|
(2,500)
|
--
|
12/18/2015
|
December 2015 Put Option ($6.00 Strike Price)4
|
(1,000)
|
--
|
12/18/2015
|
Common Stock
|
(7,677)
|
7.5790
|
12/29/2015
|
Common Stock
|
(17,111)
|
7.6136
|
12/29/2015
|
Common Stock
|
(14,672)
|
7.4440
|
12/30/2015
|
Common Stock
|
(8,701)
|
7.5564
|
12/30/2015
|