1
|
NAME OF REPORTING PERSON
HUMMINGBIRD VALUE FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
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
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
TARSIER NANOCAP VALUE FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
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
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
HUMMINGBIRD CAPITAL, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
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
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
HUMMINGBIRD MANAGEMENT, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
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
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
PAUL D. SONKIN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
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
UNITED STATES
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
3,587
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
3,587
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,587
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 4.
|
Purpose of the Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Hummingbird Value
|
a.
|
As of the close of business on the date hereof, Hummingbird Value beneficially owned 0 Shares; constituting 0% of the Shares outstanding.
|
b.
|
0 for each of the following:
|
i.
|
Sole power to vote or direct vote
|
ii.
|
Shared power to vote or direct vote
|
iii.
|
Sole power to dispose or direct the disposition
|
iv.
|
Shared power to dispose or direct the disposition
|
c.
|
The transactions in the Shares by Hummingbird Value during the last 60 days are as follows: disposed of 148,178 Shares on June 26, 2013 as described in Item 4 above.
|
d.
|
Intentionally omitted
|
e.
|
On June 26, 2013, Hummingbird Value ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer.
|
B.
|
Tarsier
|
a.
|
As of the close of business on the date hereof, Tarsier beneficially owned 0 Shares; constituting 0% of the Shares outstanding.
|
b.
|
0 for each of the following:
|
i.
|
Sole power to vote or direct vote
|
ii.
|
Shared power to vote or direct vote
|
iii.
|
Sole power to dispose or direct the disposition
|
iv.
|
Shared power to dispose or direct the disposition
|
c.
|
The transactions in the Shares by Tarsier during the last 60 days are as follows: disposed of 200,017 Shares on June 26, 2013 as described in Item 4 above.
|
d.
|
Intentionally omitted
|
e.
|
On June 26, 2013, Tarsier ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer.
|
C.
|
Hummingbird Capital, LLC (“Hummingbird Capital”)
|
a.
|
As of the close of business on the date hereof, Hummingbird Capital beneficially owned 0 Shares; constituting 0% of the Shares outstanding.
|
b.
|
0 for each of the following:
|
i.
|
Sole power to vote or direct vote
|
ii.
|
Shared power to vote or direct vote
|
iii.
|
Sole power to dispose or direct the disposition
|
iv.
|
Shared power to dispose or direct the disposition
|
c.
|
Hummingbird Capital has not entered into any transactions in the Shares in the last 60 days. As the general partner of each of Hummingbird Value and Tarsier, the transactions in the Shares by Hummingbird Value and Tarsier in the last 60 days are incorporated herein by reference.
|
d.
|
Intentionally omitted
|
e.
|
On June 26, 2013, Hummingbird Capital ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer.
|
D.
|
Hummingbird Management, LLC (“Hummingbird Management”)
|
a.
|
As of the close of business on the date hereof, Hummingbird Management beneficially owned 0 Shares; constituting 0% of the Shares outstanding.
|
b.
|
0 for each of the following:
|
i.
|
Sole power to vote or direct vote
|
ii.
|
Shared power to vote or direct vote
|
iii.
|
Sole power to dispose or direct the disposition
|
iv.
|
Shared power to dispose or direct the disposition
|
c.
|
Hummingbird Management has not entered into any transactions in the Shares in the last 60 days. As the investment manager of each of Hummingbird Value and Tarsier, the transactions in the Shares by Hummingbird Value and Tarsier in the last 60 days are incorporated herein by reference.
|
d.
|
Intentionally omitted
|
e.
|
On June 26, 2013, Hummingbird Management ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer.
|
E.
|
Paul D. Sonkin
|
a.
|
As of the close of business on the date hereof, Mr. Sonkin beneficially owned 3,587 Shares; constituting less than 1% of the Shares outstanding.
|
b.
|
As follows:
|
i.
|
Sole power to vote or direct vote: 3,587
|
ii.
|
Shared power to vote or direct vote: 0
|
iii.
|
Sole power to dispose or direct the disposition: 3,587
|
iv.
|
Shared power to dispose or direct the disposition: 0
|
c.
|
The transactions in the Shares by Mr. Sonkin during the last 60 days are as follows: acquired 3,587 Shares on June 26, 2013 as a result of the in-kind distributions by Hummingbird Value and Tarsier. As the managing member of each of Hummingbird Value and Tarsier, the transactions in the Shares by Hummingbird Value and Tarsier in the last 60 days are incorporated herein by reference.
|
d.
|
Intentionally omitted
|
e.
|
On June 26, 2013, Mr. Sonkin ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer.
|
Dated: June 28, 2013
|
HUMMINGBIRD VALUE FUND, L.P.
|
|
By:
|
Hummingbird Capital, LLC
its General Partner
|
|
By:
|
/s/ Paul D. Sonkin
|
|
Name: Paul D. Sonkin
|
||
Title: Managing Member
|
TARSIER NANOCAP VALUE FUND, L.P.
|
|||
By:
|
Hummingbird Capital, LLC
its General Partner
|
||
By:
|
/s/ Paul D. Sonkin
|
||
Name: Paul D. Sonkin
|
|||
Title: Managing Member
|
HUMMINGBIRD CAPITAL, LLC
|
||
By:
|
/s/ Paul D. Sonkin
|
|
Name: Paul D. Sonkin
|
||
Title: Managing Member
|
HUMMINGBIRD MANAGEMENT, LLC
|
||
By:
|
/s/ Paul D. Sonkin
|
|
Name: Paul D. Sonkin
|
||
Title: Managing Member
|
/s/ Paul D. Sonkin
|
|
PAUL D. SONKIN
|