The following constitutes Amendment No. 5 to 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 as follows:
The Shares beneficially held by Series One were acquired with its working capital in privately negotiated transactions, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,098,000
Shares beneficially owned by Series One is approximately $4,636,449, excluding 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 as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 22,344,102 Shares outstanding, which is the total number of Shares outstanding as of January 31, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 8, 2016.
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(a)
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As of the close of business on April 18, 2016, Series One beneficially owned 1,098,000 Shares.
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Percentage: Approximately 4.9%
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(b)
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1. Sole power to vote or direct vote: -0-
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2. Shared power to vote or direct vote: 1,098,000
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3. Sole power to dispose or direct the disposition: -0-
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4. Shared power to dispose or direct the disposition: 1,098,000
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(c)
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The transactions in the Shares by Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,098,000 Shares owned by Series One.
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Percentage: Approximately 4.9%
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(b)
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1. Sole power to vote or direct vote: -0-
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2. Shared power to vote or direct vote: 1,098,000
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3. Sole power to dispose or direct the disposition: -0-
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4. Shared power to dispose or direct the disposition: 1,098,000
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(c)
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VIEX GP has not entered into any transactions in the Shares in the past sixty days. The transactions in the Shares by Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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VIEX Capital, as the investment manager to Series One, may be deemed the beneficial owner of the 1,098,000 Shares owned by Series One.
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Percentage: Approximately 4.9%
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(b)
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1. Sole power to vote or direct vote: -0-
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2. Shared power to vote or direct vote: 1,098,000
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3. Sole power to dispose or direct the disposition: -0-
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4. Shared power to dispose or direct the disposition: 1,098,000
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(c)
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VIEX Capital has not entered into any transactions in the Shares in the past sixty days. The transactions in the Shares by Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the 1,098,000 Shares owned by Series One.
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Percentage: Approximately 4.9%
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(b)
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1. Sole power to vote or direct vote: -0-
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2. Shared power to vote or direct vote: 1,098,000
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3. Sole power to dispose or direct the disposition: -0-
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4. Shared power to dispose or direct the disposition: 1,098,000
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(c)
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Mr. Singer has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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(e)
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As of April 14, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
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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: April 18, 2016
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VIEX OPPORTUNITIES FUND, LP – SERIES ONE
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By:
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VIEX GP, LLC
General Partner
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX GP, LLC
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX CAPITAL ADVISORS, LLC
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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SCHEDULE A
Transactions in Securities of the Issuer During the Past Sixty Days
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Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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VIEX
OPPORTUNITIES FUND, LP – SERIES ONE
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Sale of Common Stock
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(6,000)
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4.1200
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03/07/2016
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Sale of Common Stock
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(2,000)
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4.4050
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03/21/2016
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Sale of Common Stock
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(120,000)
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4.0083
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03/29/2016
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Sale of Common Stock
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(19,000)
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4.2500
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04/14/2016
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Sale of Common Stock
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(5,000)
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4.1200
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04/15/2016
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