The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by JCP Partnership and JCP Drawdown III were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 5,630,160 Shares owned directly by JCP Partnership is approximately $3,281,456, including brokerage commissions. The aggregate purchase price of the 9,692,944 Shares owned directly by JCP Drawdown III is approximately $7,161,388, including brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 111,529,742 Shares outstanding as of May 4, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2016.
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(a)
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As of the close of business on June 24, 2016, JCP Partnership beneficially owned 5,630,160 Shares.
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Percentage: Approximately 5.0%
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(b)
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1. Sole power to vote or direct vote: 5,630,160
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 5,630,160
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4. Shared power to dispose or direct the disposition: 0
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(c)
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JCP Partnership has not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D.
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(a)
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As of the close of business on June 24, 2016, JCP Drawdown III beneficially owned 9,692,944 Shares.
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Percentage: Approximately 8.7%
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(b)
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1. Sole power to vote or direct vote: 9,
692,944
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 9,
692,944
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by JCP Drawdown III since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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JCP Partners, as the general partner of each of JCP Partnership and JCP Drawdown III, may be deemed the beneficial owner of the (i) 5,630,160 Shares owned by JCP Partnership and (ii) 9,
692,944
Shares owned by JCP Drawdown III.
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Percentage: Approximately 13.7%
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(b)
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1. Sole power to vote or direct vote: 15,323,104
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 15,323,104
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4. Shared power to dispose or direct the disposition: 0
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(c)
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JCP Partners has not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the Shares on behalf of JCP Drawdown III since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the (i) 5,630,160 Shares owned by JCP Partnership and (ii) 9,
692,944
Shares owned by JCP Drawdown III.
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Percentage: Approximately 13.7%
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(b)
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1. Sole power to vote or direct vote: 15,323,104
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 15,323,104
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4. Shared power to dispose or direct the disposition: 0
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(c)
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JCP Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the Shares on behalf of JCP Drawdown III since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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JCP Management, as the investment manager of each of JCP Partnership and JCP Drawdown III, may be deemed the beneficial owner of the (i) 5,630,160 Shares owned by JCP Partnership and (ii) 9,
692,944
Shares owned by JCP Drawdown III.
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Percentage: Approximately 13.7%
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(b)
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1. Sole power to vote or direct vote: 15,323,104
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 15,323,104
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4. Shared power to dispose or direct the disposition: 0
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(c)
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JCP Management has not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the Shares on behalf of JCP Drawdown III since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 5,630,160 Shares owned by JCP Partnership and (ii) 9,
692,944
Shares owned by JCP Drawdown III.
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Percentage: Approximately 13.7%
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(b)
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1. Sole power to vote or direct vote: 15,323,104
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 15,323,104
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Pappas has not entered into any transactions in the Shares since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the Shares on behalf of JCP Drawdown III since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 24, 2016
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JCP Investment Partnership, LP
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By:
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JCP Investment Management, LLC
Investment Manager
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By:
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/s/
James C. Pappas
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Name:
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James C. Pappas
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Title:
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Managing Member
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JCP Drawdown Partnership III, LP
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By:
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JCP Investment Management, LLC
Investment Manager
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By:
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/s/
James C. Pappas
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Name:
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James C. Pappas
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Title:
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Managing Member
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JCP Investment Partners, LP
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By:
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JCP Investment Holdings, LLC
General Partner
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By:
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/s/
James C. Pappas
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Name:
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James C. Pappas
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Title:
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Sole Member
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JCP Investment Holdings, LLC
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By:
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/s/
James C. Pappas
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Name:
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James C. Pappas
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Title:
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Sole Member
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JCP Investment Management, LLC
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By:
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/s/
James C. Pappas
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Name:
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James C. Pappas
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Title:
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Managing Member
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/s/
James C. Pappas
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James C. Pappas
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SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 4 to the Schedule 13D
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Shares of Common
Stock Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase/Sale
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JCP DRAWDOWN PARTNERSHIP III, LP
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31,331
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0.7598
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05/23/2016
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37,555
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0.7679
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05/24/2016
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219,000
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0.7742
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05/25/2016
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2,361
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0.7790
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05/27/2016
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133,900
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0.7928
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05/31/2016
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6,400
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0.7899
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06/02/2016
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45,400
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0.7886
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06/03/2016
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544,956
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0.8000
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06/06/2016
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31,762
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0.7792
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06/16/2016
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24,389
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0.7960
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06/20/2016
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7,773
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0.7944
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06/21/2016
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78,274
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0.7936
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06/22/2016
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59,970
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0.7938
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06/23/2016
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103,400
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0.7928
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06/24/2016
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