-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CvklFbizCKjTzPH/qWOdTDtRGR53qZvxVTsA4AF18u7rMtjqwfhWI47yFDdu3SSr ZxoNyaojWEPSmi6XnzafiA== 0000902664-11-000590.txt : 20110215 0000902664-11-000590.hdr.sgml : 20110215 20110214182612 ACCESSION NUMBER: 0000902664-11-000590 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110215 DATE AS OF CHANGE: 20110214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QKL Stores Inc. CENTRAL INDEX KEY: 0000808047 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 752180652 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83144 FILM NUMBER: 11609028 BUSINESS ADDRESS: STREET 1: 1 NANREYUAN STREET STREET 2: DONGFENG ROAD , SARTU DISTRICT CITY: DAQING STATE: F4 ZIP: 163300 BUSINESS PHONE: 3124540312 MAIL ADDRESS: STREET 1: 1 NANREYUAN STREET STREET 2: DONGFENG ROAD , SARTU DISTRICT CITY: DAQING STATE: F4 ZIP: 163300 FORMER COMPANY: FORMER CONFORMED NAME: QKL Stores, Inc. DATE OF NAME CHANGE: 20080619 FORMER COMPANY: FORMER CONFORMED NAME: FORME CAPITAL INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARDSLEY ADVISORY PARTNERS CENTRAL INDEX KEY: 0000900529 IRS NUMBER: 0 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-564-4230 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G/A 1 p11-0423sc13ga.htm QKL STORES INC. p11-0423sc13ga.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A*
 
 
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
 
(Amendment No. 1)*
 
QKL Stores Inc.
(NAME OF ISSUER)
 
Common Stock, par value $0.001 per share
(TITLE OF CLASS OF SECURITIES)
 
74732Y105
(CUSIP Number)
 
December 31, 2010
(Date of Event which requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 18 PAGES)

______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 

 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 2 of 18 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. ABOVE PERSONS
Ardsley Partners Fund II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
762,900
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
762,900
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
762,900
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.57%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 3 of 18 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. ABOVE PERSONS
Ardsley Partners Institutional Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
616,300
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
616,300
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,300
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.07%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 4 of 18 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. ABOVE PERSONS
Ardsley Partners Renewable Energy Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 5 of 18 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. ABOVE PERSONS
Ardsley Offshore Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
78,700
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
78,700
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,700
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.26%
12
TYPE OF REPORTING PERSON**
CO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 6 of 18 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. ABOVE PERSONS
Ardsley Renewable Energy Offshore Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12
TYPE OF REPORTING PERSON**
CO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 7 of 18 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. ABOVE PERSONS
Ardsley Advisory Partners
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,480,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,480,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,480,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.98%
12
TYPE OF REPORTING PERSON**
PN; IA

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 8 of 18 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. ABOVE PERSONS
Ardsley Partners I
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,379,200
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,379,200
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,379,200
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.64%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 9 of 18 Pages



     
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. ABOVE PERSONS
Philip J. Hempleman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,825,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,825,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,825,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.14%
12
TYPE OF REPORTING PERSON**
IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 10 of 18 Pages



ITEM 1 (a).
NAME OF ISSUER:
   
 
The name of the issuer is QKL Stores Inc. (the "Company")

ITEM 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
1 Nanreyuan Jingqi Street, Dongfeng Road, Sartu District,
 
Daqing, P.R. China 163300

ITEM 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by:
   
 
(i)
Ardsley Partners Fund II, L.P., a Delaware limited partnership ("AP II"), with respect to the shares of Common Stock, par value $0.001 per share ("Common Stock") directly owned by it;
 
(ii)
Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional"), with respect to the shares of Common Stock directly owned by it;
 
(iii)
Ardsley Partners Renewable Energy Fund, L.P., a Delaware limited partnership ("Ardsley Energy"), with respect to the shares of Common Stock directly owned by it;
 
(iv)
Ardsley Offshore Fund, Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), with respect to the shares of Common Stock directly owned by it;
 
(v)
Ardsley Renewable Energy Offshore Fund, Ltd., a British Virgin Islands Corporation ("Ardsley Energy Offshore"), with respect to the shares of Common Stock directly owned by it;
 
(vi)
Ardsley Advisory Partners, a New York general partnership ("Ardsley") which serves as Investment Manager of Ardsley Offshore and Ardsley Energy Offshore and as Investment Adviser of AP II, Ardsley Institutional, Ardsley Energy and a certain managed account, with respect to the shares of Common Stock directly owned by Ardsley Offshore, Ardsley Energy Offshore, AP II, Ardsley Institutional, Ardsley Energy and the managed account;
 
(vii)
Ardsley Partners I, a New York general partnership ("Ardsley Partners") which serves as General Partner of AP II, Ardsley Institutional and Ardsley Energy; and
 
(viii)
Philip J. Hempleman ("Mr. Hempleman"), the Managing Partner of Ardsley and Ardsley Partners, with respect to the shares of Common Stock owned by AP II, Ardsley Institutional, Ardsley Energy, Ardsley Offshore, Ardsley Energy Offshore and the managed account and with respect to the shares of Common Stock owned by certain managed accounts managed by him directly.
     
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

ITEM 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the business office of each of the Reporting Persons, with the exception of Ardsley Offshore and Ardsley Energy Offshore, is 262 Harbor Drive, Stamford, Connecticut 06902.
 
The address of the registered office of Ardsley Offshore and Ardsley Energy Offshore is Romasco Place, Wickhams Cay 1, Roadtown Tortola, British Virgin Islands.

 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 11 of 18 Pages



ITEM 2(C).
CITIZENSHIP:

AP II, Ardsley Institutional and Ardsley Energy are Delaware limited partnerships.  Ardsley Offshore and Ardsley Energy Offshore are British Virgin Islands corporations.  Ardsley and Ardsley Partners are New York general partnerships.  Mr. Hempleman is a United States Citizen.

ITEM 2(D).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, par value $0.001 per share

ITEM 2(E).
CUSIP NUMBER:
   
 
74732Y105

 ITEM 3. 
 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act
 
(b)
¨
as defined in Section 3(a)(6) of the Act
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act
 
(e)
¨
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940
 
(f)
¨
Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
 
(g)
¨
Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see item 7
 
(h)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

If this statement is filed pursuant to Rule 13d-1(c), check the box.  x


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 12 of 18 Pages



ITEM 4.
OWNERSHIP.

 
A.
Ardsley Partners Fund II, L.P.
     
(a)
Amount beneficially owned:  762,900
     
(b)
Percent of class: 2.57%.  (The percentages used herein and in the rest of Item 4 are calculated based upon the 29,736,441 shares of Common Stock issued and outstanding as of November 10, 2010 as reported in the Company's Form 10-Q, filed with the Securities and Exchange Commission on November 15, 2010.)
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  762,900
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  762,900

 
B.
Ardsley Partners Institutional Fund, L.P.
     
(a)
Amount beneficially owned:  616,300
     
(b)
Percent of class:  2.07%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  616,300
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  616,300

 
C.
Ardsley Partners Renewable Energy Fund, L.P.
     
(a)
Amount beneficially owned:  -0-
     
(b)
Percent of class:  0.00%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  -0-
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition of:  -0-

 
D.
Ardsley Offshore Fund, Ltd.
     
(a)
Amount beneficially owned:  78,700
     
(b)
Percent of class:  0.26%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  78,700
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  78,700

 
E.
Ardsley Renewable Energy Offshore Fund, Ltd.
     
(a)
Amount beneficially owned:  -0-
     
(b)
Percent of class:  0.00%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  -0-
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  -0-
 
 
F.
Ardsley Advisory Partners
     
(a)
Amount beneficially owned:  1,480,000
     
(b)
Percent of class:  4.98%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  1,480,000
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  1,480,000
 

 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 13 of 18 Pages

 

 
 
G.
Ardsley Partners I
     
(a)
Amount beneficially owned:  1,379,200
     
(b)
Percent of class:  4.64%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  1,379,200
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  1,379,200

 
H.
Philip J. Hempleman
     
(a)
Amount beneficially owned:  1,825,000
     
(b)
Percent of class:  6.14%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  1,825,000
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  1,825,000

ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.

ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Ardsley, the Investment Manager of Ardsley Offshore and Ardsley Energy Offshore and the Investment Adviser of a certain managed account, has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by Ardsley Offshore, Ardsley Energy Offshore and the certain managed account, and accordingly may be deemed the direct "beneficial owner" of such shares of Common Stock.
   
  Ardsley, the Investment Adviser of AP II, Ardsley Institutional and Ardsley Energy, shares the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by AP II, Ardsley Institutional and Ardsley Energy, and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
   
  Ardsley Partners, the General Partner of AP II, Ardsley Institutional and Ardsley Energy, shares the power to vote and direct the disposition of the shares of Common Stock owned by AP II, Ardsley Institutional and Ardsley Energy and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
   
  Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and in that capacity directs their operations and therefore may be deemed to be the indirect "beneficial owner" of the shares of Common Stock owned by Ardsley Offshore, Ardsley Energy Offshore, AP II, Ardsley Institutional, Ardsley Energy and the managed account and with respect to the shares of Common Stock owned by certain accounts managed by him directly.  Mr. Hempleman disclaims beneficial ownership of all of the shares of Common Stock reported in this 13G/A.

ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.

ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Not applicable.


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 14 of 18 Pages



ITEM 9.
NOTICE OF DISSOLUTION OF GROUP.
 
Not applicable.

ITEM 10.
CERTIFICATION.

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below I certify, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business, were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 15 of 18 Pages

 
SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  as of February 14, 2011
 
ARDSLEY PARTNERS FUND II, L.P.
     
 
BY:
ARDSLEY PARTNERS I,
   
GENERAL PARTNER
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
     
     
 
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
     
 
BY:
ARDSLEY PARTNERS I,
   
GENERAL PARTNER
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
     
     
 
ARDSLEY PARTNERS RENEWAL ENERGY FUND, L.P.
     
 
BY:
ARDSLEY PARTNERS I,
   
GENERAL PARTNER
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
     
     
 
ARDSLEY OFFSHORE FUND, LTD.
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
Director
   
 
ARDSLEY RENEWABLE ENERGY OFFSHORE FUND, LTD.
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
Director


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 16 of 18 Pages



 
ARDSLEY ADVISORY PARTNERS
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
Partner
     
   
 
ARDSLEY PARTNERS I
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
     
     
 
PHILIP J. HEMPLEMAN, INDIVIDUALLY
     
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
As attorney in fact for
   
Philip J. Hempleman
     


*
Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.


 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 17 of 18 Pages

EXHIBIT 1
 
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
 
  DATED:  as of February 14, 2011
ARDSLEY PARTNERS FUND II, L.P.
     
 
BY:
ARDSLEY PARTNERS I,
   
GENERAL PARTNER
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
     
     
 
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
     
 
BY:
ARDSLEY PARTNERS I,
   
GENERAL PARTNER
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
     
     
 
ARDSLEY PARTNERS RENEWAL ENERGY FUND, L.P.
     
 
BY:
ARDSLEY PARTNERS I,
   
GENERAL PARTNER
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
     
     
 
ARDSLEY OFFSHORE FUND, LTD.
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
Director
   
 
ARDSLEY RENEWABLE ENERGY OFFSHORE FUND, LTD.
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
Director
 
 
 
CUSIP No. 74732Y105
 
13G/A
Page 18 of 18 Pages



 
ARDSLEY ADVISORY PARTNERS
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
Partner
     
   
 
ARDSLEY PARTNERS I
     
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
     
     
 
PHILIP J. HEMPLEMAN, INDIVIDUALLY
     
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
As attorney in fact for
   
Philip J. Hempleman
     


*
Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.

 
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