1.
|
names of Reporting Persons
The D3 Family 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
Washington
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
281,932 common shares (1.7%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
281,932
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 281,932; for all reporting persons as a group, 1,069,751 shares (6.5%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 1.7%; for all reporting persons as a group, 6.5%
|
||
12.
|
type of Reporting Person PN
|
1.
|
names of Reporting Persons
The D3 Family Bulldog 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
Washington
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
732,016 common shares (4.5%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
732,016
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 732,016; for all reporting persons as a group, 1,069,751 shares (6.5%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 4.5%; for all reporting persons as a group, 6.5%
|
||
12.
|
type of Reporting Person PN
|
1.
|
names of Reporting Persons
The DIII Offshore 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
Bahamas
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
55,803 common shares (0.3%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
55,803
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 55,803; for all reporting persons as a group, 1,069,751 shares (6.5%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 0.3%; for all reporting persons as a group, 6.5%
|
||
12.
|
type of Reporting Person PN
|
1.
|
names of Reporting Persons
Nierenberg Investment Management Company, Inc.
|
||
2.
|
check the appropriate box if a member of a group (a) [x]
(b) ☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
Washington
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
1,069,751 common shares (6.5%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
1,069,751
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 1,069,751; for all reporting persons as a group, 1,069,751 shares (6.5%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 6.5%; for all reporting persons as a group, 6.5%
|
||
12.
|
type of Reporting Person CO
|
1.
|
names of Reporting Persons
Nierenberg Investment Management Offshore, Inc.
|
||
2.
|
check the appropriate box if a member of a group (a) [x]
(b) ☐
|
||
3.
|
sec use only
|
||
4.
|
citizenship or place of organization
Bahamas
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
55,803 common shares (0.3 %)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
55,803
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 55,803; for all reporting persons as a group, 1,069,751 shares (6.5%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 0.3%; for all reporting persons as a group, 6.5%
|
||
12.
|
type of Reporting Person CO
|
1.
|
names of Reporting Persons
David Nierenberg
|
||
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 Stated of America
|
||
NUMBER OF |
5.
|
sole voting power
0
|
|
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
1,069,751 common shares (6.5%)
|
|
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
|
WITH
|
8.
|
shared dispositive power
1,069,751
|
|
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 1,069,751; for all reporting persons as a group, 1,069,751 shares (6.5%)
|
||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 6.5%; for all reporting persons as a group, 6.5%
|
||
12.
|
type of Reporting Person IN
|
Item 4. |
Ownership.
|
Item 10. |
Certification.
|
D3 Family Fund, L.P. and D3 Family Bulldog Fund, L.P.
|
|
By: Nierenberg Investment Management Company, Inc.
|
|
January 31, 2017
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
|
|
January 31, 2017
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Company, Inc. |
|
January 31, 2017
|
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Offshore, Inc. |
|
January 31, 2017
|
By: /s/ David Nierenberg
David Nierenberg, President
|
January 31, 2017
|
/s/ David Nierenberg
David Nierenberg, President
|