The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the “Amendment No. 4”). This Amendment No. 4 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 beneficially owned by each of Vertex Opportunities and VSO II were purchased with working capital in open market purchases, except as otherwise noted, including certain Shares which were acquired as a result of a capital contribution, as set forth in Schedule A to the Schedule 13D. The aggregate purchase price of the 722,515 Shares beneficially owned by Vertex Opportunities is approximately $1,312,582, excluding brokerage commissions. The aggregate price of the 4,807,051 Shares contributed to and beneficially owned by VSO II is approximately $9,379,866 excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 113,528,503 Shares outstanding, which is the total number of Shares outstanding as of May 1, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2015.
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(a)
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As of the close of business on May 19, 2015, Vertex Opportunities beneficially owned 722,515 Shares.
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Percentage: Less than 1%
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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: 722,515
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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: 722,515
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(c)
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The transactions in the Shares by Vertex Opportunities since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on May 19, 2015, VSO II beneficially owned 4,807,051 Shares.
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Percentage: Approximately 4.2%
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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: 4,807,051
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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: 4,807,051
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(c)
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The transactions in the Shares by VSO II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Vertex GP, as the general partner of Vertex Opportunities, may be deemed the beneficial owner of the 722,515 shares owned by Vertex Opportunities.
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Percentage: Less than 1%
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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: 722,515
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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: 722,515
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(c)
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Vertex GP has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of Vertex Opportunities since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
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(a)
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VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 4,807,051 shares owned by VSO II.
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Percentage: Approximately 4.2%
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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: 4,807,051
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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: 4,807,051
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(c)
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VSO GP II has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of VSO II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Vertex Capital, as the investment manager of Vertex Opportunities and VSO II, may be deemed the beneficial owner of the (i) 722,515 Shares owned by Vertex Opportunities and (ii) 4,807,051 Shares owned by VSO II.
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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: 5,529,566
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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: 5,529,566
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(c)
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Vertex Capital has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of Vertex Opportunities and VSO II since the filing of Amendment No. 3 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 Vertex GP, VSO GP II and Vertex Capital, may be deemed the beneficial owner of the (i) 722,515 Shares owned by Vertex Opportunities and (ii) 4,807,051 Shares owned by VSO II.
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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: 5,529,566
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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: 5,529,566
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(c)
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Mr. Singer has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of Vertex Opportunities and VSO II since the filing of Amendment No. 3 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 Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(d) 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.
(e) As of May 18, 2015, 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: May 20, 2015
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Vertex Opportunities Fund, LP
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By:
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Vertex 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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Vertex 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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Vertex Special Opportunities Fund II, LP
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By:
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Vertex Special Opportunities GP II, 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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Vertex Special Opportunities GP II, 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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Vertex 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 Since the Filing of Amendment No. 3
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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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VERTEX OPPORTUNITIES FUND, LP
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Sale of Common Stock
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(12,623)
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3.1647
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5/15/2015
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Sale of Common Stock
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(13,000)
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3.1677
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5/15/2015
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Sale of Common Stock
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(22,327)
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3.2171
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5/18/2015
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Sale of Common Stock
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(10,413)
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3.2061
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5/18/2015
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Sale of Common Stock
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(8,511)
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3.1996
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5/19/2015
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VERTEX SPECIAL OPPORTUNITIES FUND II, LP
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Sale of Common Stock
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(84,475)
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3.1647
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5/15/2015
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Sale of Common Stock
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(87,000)
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3.1677
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5/15/2015
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Sale of Common Stock
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(149,417)
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3.2171
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5/18/2015
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Sale of Common Stock
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(69,687)
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3.2061
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5/18/2015
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Sale of Common Stock
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(56,957)
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3.1996
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5/19/2015
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