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
527,631 common shares (1.7%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
527,631
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 527,631; for all reporting persons as a group, 1,960,660 shares (6.2%)
|
||
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, 1.7%; for all reporting persons as a group 6.2%
|
||
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
1,347,051 common shares (4.2%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,347,051
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,347,051; for all reporting persons as a group, 1,960,660 shares (6.2%)
|
||
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, 4.2%; for all reporting persons as a group, 6.2%
|
||
14
|
TYPE OF REPORTING PERSON
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
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
85,978 common shares (0.3%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
85,978
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 85,978; for all reporting persons as a group, 1,960,660 shares (6.2%)
|
||
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, 0.3%; for all reporting persons as a group, 6.2%
|
||
14
|
TYPE OF REPORTING PERSON
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)
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
1,960,660 common shares (6.2%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,960,660
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,960,660; for all reporting persons as a group, 1,960,660 shares (6.2%)
|
||
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, 6.2%; for all reporting persons as a group 6.2%
|
||
14
|
TYPE OF REPORTING PERSON
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)
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
85,978 common shares (0.3%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
85,978 common shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 85,978; for all reporting persons as a group, 1,960,660 shares (6.2%)
|
||
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, 0.3%; for all reporting persons as a group, 6.2%
|
||
14
|
TYPE OF REPORTING PERSON
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
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,960,660 common shares (6.2%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,960,660
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,960,660; for all reporting persons as a group, 1,960,660 shares (6.2%)
|
||
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, 6.2%; for all reporting persons as a group, 6.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Portfolio
|
Trade Date
|
QTY
|
Price
|
D3 Family Bulldog Fund, LP
|
9/7/2016
|
8,663
|
5.85
|
DIII Offshore Fund, LP
|
9/7/2016
|
637
|
5.85
|
D3 Family Bulldog Fund, LP
|
9/8/2016
|
4,656
|
5.81
|
DIII Offshore Fund, LP
|
9/8/2016
|
344
|
5.81
|
D3 Family Bulldog Fund, LP
|
9/9/2016
|
100
|
5.80
|
D3 Family Bulldog Fund, LP
|
9/12/2016
|
4,662
|
5.77
|
DIII Offshore Fund, LP
|
9/12/2016
|
338
|
5.77
|
D3 Family Bulldog Fund, LP
|
9/13/2016
|
4,068
|
5.71
|
DIII Offshore Fund, LP
|
9/13/2016
|
296
|
5.71
|
D3 Family Bulldog Fund, LP
|
9/14/2016
|
4,659
|
5.69
|
DIII Offshore Fund, LP
|
9/14/2016
|
341
|
5.69
|
D3 Family Bulldog Fund, LP
|
9/15/2016
|
4,658
|
5.71
|
DIII Offshore Fund, LP
|
9/15/2016
|
342
|
5.71
|
D3 Family Bulldog Fund, LP
|
9/16/2016
|
4,657
|
5.73
|
DIII Offshore Fund, LP
|
9/16/2016
|
343
|
5.73
|
D3 Family Bulldog Fund, LP
|
9/19/2016
|
4,655
|
5.82
|
DIII Offshore Fund, LP
|
9/19/2016
|
345
|
5.82
|
D3 Family Bulldog Fund, LP
|
9/20/2016
|
3,008
|
5.81
|
DIII Offshore Fund, LP
|
9/20/2016
|
228
|
5.81
|
D3 Family Bulldog Fund, LP
|
9/21/2016
|
2,788
|
5.93
|
DIII Offshore Fund, LP
|
9/21/2016
|
212
|
5.93
|
D3 Family Bulldog Fund, LP
|
9/22/2016
|
2,323
|
5.94
|
DIII Offshore Fund, LP
|
9/22/2016
|
177
|
5.94
|
D3 Family Bulldog Fund, LP
|
9/23/2016
|
2,323
|
5.82
|
DIII Offshore Fund, LP
|
9/23/2016
|
177
|
5.82
|
D3 Family Bulldog Fund, LP
|
9/26/2016
|
2,323
|
5.73
|
DIII Offshore Fund, LP
|
9/26/2016
|
177
|
5.73
|
D3 Family Bulldog Fund, LP
|
9/27/2016
|
1,645
|
5.67
|
DIII Offshore Fund, LP
|
9/27/2016
|
126
|
5.67
|
D3 Family Bulldog Fund, LP
|
9/28/2016
|
677
|
5.67
|
DIII Offshore Fund, LP
|
9/28/2016
|
52
|
5.67
|
D3 Family Fund, LP
|
10/6/2016
|
39,252
|
5.51
|
D3 Family Bulldog Fund, LP
|
10/6/2016
|
407,839
|
5.51
|
DIII Offshore Fund, LP
|
10/6/2016
|
52,909
|
5.51
|
The D3 Family Fund, L.P., and The D3 Family Bulldog Fund, L.P.,
|
|
By: Nierenberg Investment Management Company, Inc.
|
|
October 7, 2016
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
The DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
|
|
October 7, 2016
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Company, Inc. |
|
October 7, 2016
|
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Offshore, Inc. |
|
October 7, 2016
|
By: /s/ David Nierenberg
David Nierenberg, President
|
October 7, 2016
|
/s/ David Nierenberg
David Nierenberg
|