The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended and restated to read as follows:
The securities of the Issuer purchased by JCP Partnership and JCP Single-Asset 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 1,399,408 Shares owned directly by JCP Partnership is approximately $7,251,965, including brokerage commissions. The aggregate purchase price of the 602,994 Shares owned directly by JCP Single-Asset is approximately $3,444,910, including brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Items 5(a) – (c), (e) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 40,243,775
Shares outstanding as of April 15, 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 5, 2016.
|
|
(a)
|
As of the close of business on July 22, 2016, JCP Partnership beneficially owned 1,399,408 Shares.
|
Percentage: Approximately 3.48%
|
|
(b)
|
1. Sole power to vote or direct vote: 1,399,408
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 1,399,408
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transactions in the securities of the Issuer by JCP Partnership during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
As of the close of business on July 22, 2016, JCP Single-Asset beneficially owned 602,994 Shares.
|
Percentage: Approximately 1.50%
|
|
(b)
|
1. Sole power to vote or direct vote: 602,994
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 602,994
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transactions in the securities of the Issuer by JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
JCP Partners, as the general partner of each of JCP Partnership and JCP Single-Asset, may be deemed the beneficial owner of the (i) 1,399,408 Shares owned by JCP Partnership and (ii) 602,994 Shares owned by JCP Single-Asset.
|
Percentage: Approximately 4.98%
|
|
(b)
|
1. Sole power to vote or direct vote: 2,002,402
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 2,002,402
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
JCP Partners has not entered into any transactions in the securities of the Issuer during the past 60 days. The transactions in the securities of the Issuer on behalf of JCP Partnership and JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the (i) 1,399,408 Shares owned by JCP Partnership and (ii) 602,994 Shares owned by JCP Single-Asset.
|
Percentage: Approximately 4.98%
|
|
(b)
|
1. Sole power to vote or direct vote: 2,002,402
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 2,002,402
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
JCP Holdings has not entered into any transactions in the securities of the Issuer during the past 60 days. The transactions in the securities of the Issuer on behalf of JCP Partnership and JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
JCP Management, as the investment manager of each of JCP Partnership and JCP Single-Asset, may be deemed the beneficial owner of the (i) 1,399,408 Shares owned by JCP Partnership and (ii) 602,994 Shares owned by JCP Single-Asset.
|
Percentage: Approximately 4.98%
|
|
(b)
|
1. Sole power to vote or direct vote: 2,002,402
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 2,002,402
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
JCP Management has not entered into any transactions in the securities of the Issuer during the past 60 days. The transactions in the securities of the Issuer on behalf of JCP Partnership and JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 1,399,408 Shares owned by JCP Partnership and (ii) 602,994 Shares owned by JCP Single-Asset.
|
Percentage: Approximately 4.98%
|
|
(b)
|
1. Sole power to vote or direct vote: 2,002,402
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 2,002,402
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Mr. Pappas has not entered into any transactions in the securities of the Issuer during the past 60 days. The transactions in the securities of the Issuer on behalf of JCP Partnership and JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(e)
|
As of July 22, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
|
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: July 22, 2016
|
|
JCP Investment Partnership, LP
|
|
|
|
|
|
By:
|
JCP Investment Management, LLC
Investment Manager
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
James C. Pappas
|
|
|
|
Title:
|
Managing Member
|
|
|
JCP Single-Asset Partnership, LP
|
|
|
|
|
|
By:
|
JCP Investment Management, LLC
Investment Manager
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
James C. Pappas
|
|
|
|
Title:
|
Managing Member
|
|
|
JCP Investment Partners, LP
|
|
|
|
|
|
By:
|
JCP Investment Holdings, LLC
General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
James C. Pappas
|
|
|
|
Title:
|
Sole Member
|
|
|
JCP Investment Holdings, LLC
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
James C. Pappas
|
|
|
|
Title:
|
Sole Member
|
|
|
JCP Investment Management, LLC
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
James C. Pappas
|
|
|
|
Title:
|
Managing Member
|
SCHEDULE A
Transactions in the Securities of the Issuer During the Past 60 Days
|
Nature of Transaction
|
Securities
Purchased/(Sold)
|
Price per Share ($)
|
Date of
Purchase / Sale
|
JCP INVESTMENT PARTNERSHIP, LP
|
Sale of Common Stock
|
(10,000)
|
7.1030
|
05/24/2016
|
|
Sale of Common Stock
|
(150)
|
7.1700
|
05/25/2016
|
|
Sale of Common Stock
|
(13,750)
|
7.1589
|
06/01/2016
|
|
Sale of Common Stock
|
(19,813)
|
7.1742
|
06/02/2016
|
|
Sale of Common Stock
|
(11,856)
|
7.1773
|
06/03/2016
|
|
Sale of Common Stock
|
(12,500)
|
7.3303
|
06/06/2016
|
|
Sale of Common Stock
|
(5,543)
|
7.8080
|
06/23/2016
|
|
Sale of Common Stock
|
(511)
|
9.1800
|
07/15/2016
|
|
Sale of Common Stock
|
(13,055)
|
9.1045
|
07/18/2016
|
|
Sale of Common Stock
|
(3,043)
|
9.1579
|
07/19/2016
|
|
Sale of Common Stock
|
(2,310)
|
9.1544
|
07/21/2016
|
|
Sale of Common Stock
|
(50,000)
|
9.0531
|
07/22/2016
|
JCP SINGLE-ASSET PARTNERSHIP, LP
|
Sale of Common Stock
|
(10,000)
|
7.1030
|
05/24/2016
|
|
Sale of Common Stock
|
(150)
|
7.1700
|
05/25/2016
|
|
Sale of Common Stock
|
(13,750)
|
7.1589
|
06/01/2016
|
|
Sale of Common Stock
|
(19,814)
|
7.1742
|
06/02/2016
|
|
Sale of Common Stock
|
(11,856)
|
7.1773
|
06/03/2016
|
|
Sale of Common Stock
|
(12,500)
|
7.3303
|
06/06/2016
|
|
Sale of Common Stock
|
(5,543)
|
7.8080
|
06/23/2016
|
|
Sale of Common Stock
|
(511)
|
9.1800
|
07/15/2016
|
|
Sale of Common Stock
|
(13,055)
|
9.1045
|
07/18/2016
|
|
Sale of Common Stock
|
(3,042)
|
9.1579
|
07/19/2016
|
|
Sale of Common Stock
|
(2,310)
|
9.1544
|
07/21/2016
|
|
Sale of Common Stock
|
(50,000)
|
9.0531
|
07/22/2016
|