1
|
NAME OF REPORTING PERSON
Cove Street Capital, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
5,315,004
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
5,315,004
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,315,004
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
||
14
|
TYPE OF REPORTING PERSON
OO; IA
|
1
|
NAME OF REPORTING PERSON
Jeffrey Bronchick
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
5,315,004
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
5,315,004
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,315,004
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
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Item 2.
|
Identity and Background.
|
|
(i)
|
Cove Street Capital, LLC, a Delaware limited liability company (“CSC”), with respect to the Shares beneficially owned by it; and
|
|
(ii)
|
Jeffrey Bronchick, as a member of CSC.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
CSC
|
|
(a)
|
As of the close of business on March 29, 2016, CSC beneficially owned 5,315,004 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 5,315,004
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 5,315,004
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
CSC has not entered into any transactions in the Shares during the past sixty days.
|
B.
|
Mr. Bronchick
|
|
(a)
|
Mr. Bronchick, as a member of CSC, may be deemed the beneficial owner of the 5,315,004 Shares owned by CSC.
|
|
(b)
|
1. Sole power to vote or direct vote: 5,315,004
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 5,315,004
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Bronchick has not entered into any transactions in the Shares during the past sixty days.
|
|
(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.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and between Cove Street Capital, LLC and Jeffrey Bronchick, dated March 29, 2016.
|
COVE STREET CAPITAL, LLC
|
|||
By:
|
/s/ Daniele Beasley
|
||
Name:
|
Daniele Beasley
|
||
Title:
|
Chief Compliance Officer; Member
|
/s/ Jeffrey Bronchick
|
|
Jeffrey Bronchick
|
COVE STREET CAPITAL, LLC
|
|||
By:
|
/s/ Daniele Beasley
|
||
Name:
|
Daniele Beasley
|
||
Title:
|
Chief Compliance Officer; Member
|
/s/ Jeffrey Bronchick
|
|
Jeffrey Bronchick
|