1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
573,129 common shares (2.0%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
573,129
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 573,129; for all reporting persons as a group, 3,490,388 shares (12.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 2.0%; for all reporting persons as a group 12.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
2,302,066 common shares (8.0%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,302,066
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,302,066; for all reporting persons as a group, 3,490,388 shares (12.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 8.0%; for all reporting persons as a group 12.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
191,478 common shares (0.7%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
191,478
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 191,478; for all reporting persons as a group, 3,490,388 shares (12.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.7%; for all reporting persons as a group 12.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
423,715 common shares (1.5%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
423,715
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 423,715; for all reporting persons as a group, 3,490,388 shares (12.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 1.5%; for all reporting persons as a group 12.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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)
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
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
3,490,388 common shares (12.1%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,490,388
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 3,490,388; for all reporting persons as a group, 3,490,388 shares (12.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 12.1%; for all reporting persons as a group 12.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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)
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
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
423,715 common shares (1.5%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
423,715
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 423,715; for all reporting persons as a group, 3,490,388 shares (12.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 1.5%; for all reporting persons as a group 12.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
3,490,388 common shares (12.1%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,490,388
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 3,490,388; for all reporting persons as a group, 3,490,388 shares (12.1%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 12.1%; for all reporting persons as a group 12.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
Portfolio
|
Trade Date
|
QTY
|
Price
|
D3 Family Canadian Fund, LP
|
01/30/2012
|
25,000
|
15.17
|
D3 Family Canadian Fund, LP
|
01/31/2012
|
36,000
|
15.20
|
D3 Family Bulldog Fund, LP
|
02/01/2012
|
38,600
|
15.30
|
D3 Family Canadian Fund, LP
|
02/01/2012
|
47,478
|
15.30
|
D3 Family Bulldog Fund, LP
|
02/02/2012
|
44,000
|
15.53
|
D3 Family Canadian Fund, LP
|
02/02/2012
|
3,625
|
15.53
|
D3 Family Bulldog Fund, LP
|
02/03/2012
|
48,535
|
16.14
|
D3 Family Canadian Fund, LP
|
02/03/2012
|
4,000
|
16.14
|
D3 Family Bulldog Fund, LP
|
02/06/2012
|
1,000
|
15.87
|
D3 Family Canadian Fund, LP
|
02/06/2012
|
200
|
15.87
|
D3 Family Bulldog Fund, LP
|
02/09/2012
|
1,579
|
15.46
|
D3 Family Canadian Fund, LP
|
02/09/2012
|
100
|
15.46
|
D3 Family Bulldog Fund, LP
|
02/13/2012
|
3,870
|
15.12
|
D3 Family Canadian Fund, LP
|
02/13/2012
|
306
|
15.12
|
D3 Family Bulldog Fund, LP
|
02/15/2012
|
800
|
15.15
|
D3 Family Canadian Fund, LP
|
02/15/2012
|
68
|
15.15
|
D3 Family Bulldog Fund, LP
|
02/16/2012
|
46,616
|
15.18
|
D3 Family Canadian Fund, LP
|
02/16/2012
|
3,870
|
15.18
|
DIII Offshore Fund, LP
|
02/16/2012
|
4,890
|
15.18
|
D3 Family Bulldog Fund, LP
|
02/17/2012
|
14,690
|
15.16
|
D3 Family Canadian Fund, LP
|
02/17/2012
|
1,220
|
15.16
|
DIII Offshore Fund, LP
|
02/17/2012
|
2,702
|
15.16
|
D3 Family Bulldog Fund, LP
|
02/21/2012
|
7,770
|
15.06
|
D3 Family Canadian Fund, LP
|
02/21/2012
|
650
|
15.06
|
DIII Offshore Fund, LP
|
02/21/2012
|
1,427
|
15.06
|
The D3 Family Fund, L.P., The D3 Family Bulldog Fund, L.P., and The D3 Family Canadian Fund, L.P.
By: Nierenberg Investment Management Company, Inc.
Its: General Partner
|
|
February 22, 2012
-------------------------
|
By: /s/ David Nierenberg
-------------------------------------------------------
David Nierenberg, President
|
The DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Company, Inc.
Its: General Partner
|
|
February 22, 2012
-------------------------
|
By: /s/ David Nierenberg
-------------------------------------------------------
David Nierenberg, President
|
Nierenberg Investment Management Company, Inc.
|
|
February 22, 2012
-------------------------
|
By: /s/ David Nierenberg
-------------------------------------------------------
David Nierenberg, President
|
Nierenberg Investment Management Offshore, Inc.
|
|
February 22, 2012
-------------------------
|
By: /s/ David Nierenberg
-------------------------------------------------------
David Nierenberg, President
|
February 22, 2012
-------------------------
|
/s/ David Nierenberg
------------------------------------------
David Nierenberg
|