1
|
NAME OF REPORTING PERSONS
The D3 Family Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
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
Washington
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
727,510 Common shares (3.0%)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARES DISPOSITIVE POWER
727,510
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 727,510; for all reporting persons as a group, 4,527,463 shares (18.6%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
TM
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 3.0%; for all reporting persons as a group, 18.6%.
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
The D3 Family Bulldog Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
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
Washington
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,742,682 Common shares (11.3%)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARES DISPOSITIVE POWER
2,742,682
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,742,682 shares; for all reporting persons as a group, 4,527,463 shares (18.6%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
TM
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 11.3%; for all reporting persons as a group, 18.6%.
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
The D3 Family Canadian Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
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
Washington
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
256,095 Common shares (1.1%)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARES DISPOSITIVE POWER
256,095
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 256,095 shares; for all reporting persons as a group, 4,527,463 shares (18.6%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
TM
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 1.1%; for all reporting persons as a group, 18.6%.
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
The DIII Offshore Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
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
Bahamas
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
801,176 Common shares (3.3%)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARES DISPOSITIVE POWER
801,176
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 801,176 shares; for all reporting persons as a group, 4,527,463 shares (18.6%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
TM
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 3.3%; for all reporting persons as a group, 18.6%.
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
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
Washington
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
4,527,463 Common shares (18.6%)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARES DISPOSITIVE POWER
4,527,463
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 4,527,463; for all reporting persons as a group, 4,527,463 shares (18.6%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
TM
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 18.6%; for all reporting persons as a group, 18.6%.
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
1
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Offshore, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
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
Bahamas
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
801,176 Common shares (3.3%)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARES DISPOSITIVE POWER
801,176
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 801,176 shares; for all reporting persons as a group, 4,527,463 shares (18.6%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
TM
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 3.3%; for all reporting persons as a group, 18.6%.
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
1
|
NAME OF REPORTING PERSONS
David Nierenberg
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
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
United States of America
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
4,527,463 Common shares (18.6%)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARES DISPOSITIVE POWER
4,527,463
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 4,527,463; for all reporting persons as a group, 4,527,463 shares (18.6%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
TM
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 18.6%; for all reporting persons as a group, 18.6%.
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|