1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
128,322
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
128,322
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,322
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
98,210
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
98,210
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,210
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO, 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
227,432
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
227,432
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
227,432
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
ARTHUR D. LIPSON
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
227,432
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
227,432
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
227,432
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
73,788
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
73,788
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,788
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
BENCHMARK PLUS MANAGEMENT, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
73,788
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
73,788
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,788
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
ROBERT FERGUSON
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
73,788
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
73,788
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,788
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”);
|
|
(ii)
|
Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”);
|
|
(iii)
|
Western Investment LLC, a Delaware limited liability company (“WILLC”), which serves as the general partner of each of WIHP and WITRP;
|
|
(iv)
|
Arthur D. Lipson, who serves as the managing member of WILLC (together with WILLC, WIHP and WITRP, the “Western Entities”);
|
|
(v)
|
Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company (“BPIP”);
|
|
(vi)
|
Benchmark Plus Management, L.L.C., a Delaware limited liability company (“BPM”), which serves as the managing member of BPIP; and
|
|
(vii)
|
Robert Ferguson, who serves as a managing member of BPM (together with BPIP and BPM, the “Benchmark Entities”).
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
WIHP
|
|
(a)
|
As of the close of business on February 17, 2016, WIHP beneficially owned 128,322 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 128,322
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 128,322
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by WIHP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
WITRP
|
|
(a)
|
As of the close of business on February 17, 2016, WITRP beneficially owned 98,210 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 98,210
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 98,210
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by WITRP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
WILLC
|
|
(a)
|
As of the close of business on February 17, 2016, WILLC directly owned 900 Shares. WILLC, as the general partner of WIHP and WITRP, may be deemed the beneficial owner of the (i) 128,322 Shares owned by WIHP and (ii) 98,210 Shares owned by WITRP.
|
|
(b)
|
1. Sole power to vote or direct vote: 227,432
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 227,432
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
WILLC has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by WIHP and WITRP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Mr. Lipson
|
|
(a)
|
Mr. Lipson, as the managing member of WILLC, may be deemed the beneficial owner of the (i) 900 Shares owned by WILLC, (ii) 128,322 Shares owned by WIHP and (iii) 98,210 Shares owned by WITRP.
|
|
(b)
|
1. Sole power to vote or direct vote: 227,432
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 227,432
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Lipson has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by WIHP and WITRP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
BPIP
|
|
(a)
|
As of the close of business on February 17, 2016, BPIP beneficially owned 73,788 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 73,788
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 73,788
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by BPIP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
BPM
|
|
(a)
|
BPM, as the managing member of BPIP, may be deemed the beneficial owner of the 73,788 Shares owned by BPIP.
|
|
(b)
|
1. Sole power to vote or direct vote: 73,788
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 73,788
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BPM has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by BPIP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
Mr. Ferguson
|
|
(a)
|
Mr. Ferguson, as a managing member of BPM, may be deemed the beneficial owner of the 73,788 Shares owned by BPIP.
|
|
(b)
|
1. Sole power to vote or direct vote: 73,788
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 73,788
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Ferguson has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by BPIP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
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, dated February 18, 2016.
|
Dated: February 18, 2016
|
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
||
By:
|
Western Investment LLC
|
||
General Partner
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|||
By:
|
Western Investment LLC
|
||
General Partner
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT LLC
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
/s/ Arthur D. Lipson
|
|
ARTHUR D. LIPSON
|
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|||
By:
|
Benchmark Plus Management, L.L.C.
|
||
Managing Member
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Manager
|
BENCHMARK PLUS MANAGEMENT, L.L.C.
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Manager
|
||
/s/ Robert Ferguson
|
|
ROBERT FERGUSON
|
Date of
Purchase/Sale
|
Shares of Common
Stock Purchased/(Sold)
|
Price Per
Share($)
|
|
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
|||
12/21/2015
|
9,930
|
10.2975
|
|
12/22/2015
|
7,000
|
10.3430
|
|
12/23/2015
|
1,972
|
10.4229
|
|
12/24/2015
|
2,500
|
10.4729
|
|
12/28/2015
|
1,500
|
10.4874
|
|
12/29/2015
|
3,679
|
10.5101
|
|
12/30/2015
|
5,176
|
10.5044
|
|
12/31/2015
|
4,602
|
10.5233
|
|
1/4/2016
|
8,565
|
10.4657
|
|
1/5/2016
|
649
|
10.4790
|
|
1/6/2016
|
3,700
|
10.4589
|
|
1/7/2016
|
4,100
|
10.4640
|
|
1/8/2016
|
2,600
|
10.4747
|
|
1/11/2016
|
7,651
|
10.4821
|
|
1/12/2016
|
4,019
|
10.4746
|
|
1/13/2016
|
3,800
|
10.4060
|
|
1/14/2016
|
7,011
|
10.3096
|
|
1/15/2016
|
3,485
|
10.1551
|
|
1/19/2016
|
6,606
|
10.1438
|
|
1/20/2016
|
2,605
|
9.9942
|
|
1/21/2016
|
340
|
10.1385
|
|
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|||
12/21/2015
|
2,800
|
10.2975
|
|
12/22/2015
|
2,000
|
10.3430
|
|
12/23/2015
|
500
|
10.4229
|
|
12/24/2015
|
700
|
10.4729
|
|
12/28/2015
|
400
|
10.4874
|
|
12/29/2015
|
1,000
|
10.5101
|
|
12/30/2015
|
1,400
|
10.5044
|
|
12/31/2015
|
1,300
|
10.5233
|
|
1/4/2016
|
2,400
|
10.4657
|
|
1/5/2016
|
200
|
10.4790
|
|
1/6/2016
|
1,100
|
10.4589
|
|
1/7/2016
|
1,100
|
10.4640
|
|
1/8/2016
|
700
|
10.4747
|
|
1/11/2016
|
2,100
|
10.4821
|
Date of
Purchase/Sale
|
Shares of Common
Stock Purchased/(Sold)
|
Price Per
Share($)
|
1/12/2016
|
1,100
|
10.4746
|
|
1/13/2016
|
1,100
|
10.4060
|
|
1/14/2016
|
2,000
|
10.3096
|
|
1/15/2016
|
1,000
|
10.1551
|
|
1/19/2016
|
1,800
|
10.1438
|
|
1/20/2016
|
7,000
|
9.9942
|
|
1/21/2016
|
100
|
10.1385
|
|
1/22/2016
|
1,179
|
10.2011
|
|
1/25/2016
|
2,580
|
10.1595
|
|
2/2/2016
|
46
|
10.2685
|
|
2/3/2016
|
2,000
|
10.2983
|
2/9/2016
|
11,219
|
10.1691
|
|
2/10/2016
|
3,844
|
10.2283
|
|
2/11/2016
|
11,116
|
10.1649
|
|
2/12/2016
|
12,949
|
10.1643
|
|
2/16/2016
|
8,600
|
10.2294
|
|
2/17/2016
|
1,677
|
10.2429
|
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|||
1/26/2016
|
13,122
|
10.2236
|
|
1/27/2016
|
11,708
|
10.2567
|
|
1/28/2016
|
7,381
|
10.3019
|
|
1/29/2016
|
1,977
|
10.3503
|
|
2/1/2016
|
2,654
|
10.3319
|
|
2/4/2016
|
2,574
|
10.3232
|
|
2/5/2016
|
1,000
|
10.3264
|
|
2/8/2016
|
33,372
|
10.2012
|
Dated: February 18, 2016
|
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
||
By:
|
Western Investment LLC
|
||
General Partner
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|||
By:
|
Western Investment LLC
|
||
General Partner
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT LLC
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
/s/ Arthur D. Lipson
|
|
ARTHUR D. LIPSON
|
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|||
By:
|
Benchmark Plus Management, L.L.C.
|
||
Managing Member
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Manager
|
BENCHMARK PLUS MANAGEMENT, L.L.C.
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Manager
|
||
/s/ Robert Ferguson
|
|
ROBERT FERGUSON
|