1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Kingstown Partners Master Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
2,436,263
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
2,436,263
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,436,263
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
3.8%
|
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Kingstown Partners II, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
458,926
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
458,926
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
458,926
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
Less than 1%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Ktown, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
604,811
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
604,811
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
604,811
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
Less than 1%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Kingstown Capital Partners, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
3,500,000
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
3,500,000
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,500,000
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
5.5%
|
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Kingstown Capital Management L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
3,500,000
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
3,500,000
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,500,000
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
5.5%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Kingstown Management GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
3,500,000
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
3,500,000
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,500,000
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
5.5%
|
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Michael Blitzer
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
3,500,000
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
3,500,000
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,500,000
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
5.5%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Guy Shanon
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
3,500,000
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
3,500,000
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,500,000
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
5.5%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
Item 1. | Security and Issuer. |
Item 2. | Identity and Background. |
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
Dated: | October 26, 2014 |
KINGSTOWN CAPITAL MANAGEMENT L.P.
|
|||
By:
|
Kingstown Management GP LLC
its general partner
|
||
By:
|
/s/ Michael Blitzer | ||
Name:
|
Michael Blitzer
|
||
Title:
|
Managing Member
|
KINGSTOWN PARTNERS II, L.P.
|
|||
By:
|
Kingstown Capital Partners, LLC
its general partner
|
||
By:
|
/s/ Michael Blitzer | ||
Name:
|
Michael Blitzer
|
||
Title:
|
Managing Member
|
KTOWN, LP
|
|||
By:
|
Kingstown Capital Partners, LLC
its general partner
|
||
By:
|
/s/ Michael Blitzer | ||
Name:
|
Michael Blitzer
|
||
Title:
|
Managing Member
|
KINGSTOWN MANAGEMENT GP LLC
|
|||
By:
|
/s/ Michael Blitzer | ||
Name:
|
Michael Blitzer
|
||
Title:
|
Managing Member
|
KINGSTOWN CAPITAL PARTNERS, LLC
|
|||
By:
|
/s/ Michael Blitzer | ||
Name:
|
Michael Blitzer
|
||
Title:
|
Managing Member
|
KINGSTOWN PARTNERS MASTER LTD.
|
|||
By:
|
/s/ Michael Blitzer | ||
Name:
|
Michael Blitzer
|
||
Title:
|
Managing Member
|
/s/ Michael Blitzer | |
MICHAEL BLITZER
|
/s/ Guy Shanon | |
GUY SHANON
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Michael Blitzer*
Director |
|||
Guy Shanon*
Director |
|||
Leon Rhule
Director |
Accountant
|
190 Elgin Avenue, George Town, Grand Cayman, CY1-9005, Cayman Islands
|
United Kingdom, Jamaica
|
* Messrs. Blitzer and Shanon are Reporting Persons and, as such, their information called for by Item 2 of Schedule 13D is set forth therein.
|
Date of Purchase/Sale
|
Shares of Common Stock Purchased/(Sold)
|
Price Per Share ($)
|
Kingstown Partners Master Ltd.
|
||
08/25/15
|
70,340
|
20.5200
|
10/05/15
|
(27,419)
|
16.6147
|
Kingstown Partners II, L.P.
|
||
08/25/15
|
13,610
|
20.5200
|
10/05/15
|
(16,914)
|
16.6147
|
Ktown, LP
|
||
08/25/15
|
16,050
|
20.5200
|
10/05/15
|
44,333
|
16.6250
|
Dated: | October 26, 2015 |
KINGSTOWN CAPITAL MANAGEMENT L.P.
|
|||
By:
|
Kingstown Management GP LLC
its general partner
|
||
By:
|
/s/ Michael Blitzer | ||
Name:
|
Michael Blitzer
|
||
Title:
|
Managing Member
|
KINGSTOWN PARTNERS II, L.P.
|
|||
By:
|
Kingstown Capital Partners, LLC
its general partner
|
||
By:
|
/s/ Michael Blitzer | ||
Name:
|
Michael Blitzer
|
||
Title:
|
Managing Member
|
KTOWN, LP
|
|||
By:
|
Kingstown Capital Partners, LLC
its general partner
|
||
By:
|
/s/ Michael Blitzer | ||
Name:
|
Michael Blitzer
|
||
Title:
|
Managing Member
|
KINGSTOWN MANAGEMENT GP LLC
|
|||
By:
|
/s/ Michael Blitzer | ||
Name:
|
Michael Blitzer
|
||
Title:
|
Managing Member
|
KINGSTOWN CAPITAL PARTNERS, LLC
|
|||
By:
|
/s/ Michael Blitzer | ||
Name:
|
Michael Blitzer
|
||
Title:
|
Managing Member
|
KINGSTOWN PARTNERS MASTER LTD.
|
|||
By:
|
/s/ Michael Blitzer | ||
Name:
|
Michael Blitzer
|
||
Title:
|
Managing Member
|
/s/ Michael Blitzer | |
MICHAEL BLITZER
|
/s/ Guy Shanon | |
GUY SHANON
|