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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 8,581,212 Shares directly owned by Mangrove Master Fund 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, as set forth in
Schedule B
annexed hereto (“
Schedule B
”). The aggregate purchase price of the 8,581,212 Shares directly owned by Mangrove Master Fund is, in U.S. dollar terms, approximately $19,000,047, 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 115,635,212 Shares outstanding as of November 4, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2016.
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(a)
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As of the close of business on January 20, 2017, Mangrove Master Fund directly owned 8,581,212 Shares.
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Percentage: Approximately 7.4%
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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: 8,581,212
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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: 8,581,212
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(c)
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The transactions in the Shares by Mangrove Master Fund during the past sixty (60) days are set forth in
Schedule B
and are incorporated herein by reference.
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|
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(a)
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As of the close of business on January 20, 2017, Mangrove Fund, as a controlling shareholder of Mangrove Master Fund, may be deemed to beneficially own the 8,581,212 Shares directly owned by Mangrove Master Fund.
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Percentage: Approximately 7.4%
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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: 8,581,212
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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: 8,581,212
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(c)
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Mangrove Fund has not entered into any transactions in the Shares during the past sixty (60) days.
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(a)
|
As of the close of business on January 20, 2017, Mangrove Fund Cayman, as a significant shareholder of Mangrove Master Fund, may be deemed to beneficially own the 8,581,212 Shares directly owned by Mangrove Master Fund.
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Percentage: Approximately 7.4%
|
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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: 8,581,212
|
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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: 8,581,212
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(c)
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Mangrove Fund Cayman has not entered into any transactions in the Shares during the past sixty (60) days.
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(a)
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As of the close of business on January 20, 2017, Mangrove Partners, as the investment manager of each of Mangrove Master Fund, Mangrove Fund and Mangrove Fund Cayman, may be deemed to beneficially own the 8,581,212 Shares directly owned by Mangrove Master Fund.
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Percentage: Approximately 7.4%
|
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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: 8,581,212
|
|
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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: 8,581,212
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(c)
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Mangrove Partners has not entered into any transactions in the Shares during the past sixty (60) days.
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(a)
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As of the close of business on January 20, 2017, Mangrove Capital, as the general partner of Mangrove Fund, may be deemed to beneficially own the 8,581,212 Shares directly owned by Mangrove Master Fund.
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Percentage: Approximately 7.4%
|
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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: 8,581,212
|
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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: 8,581,212
|
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(c)
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Mangrove Capital has not entered into any transactions in the Shares during the past sixty (60) days.
|
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(a)
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As of the close of business on January 20, 2017, Mr. August did not directly own any Shares. As a director of each of Mangrove Partners and Mangrove Capital, Mr. August may be deemed to beneficially own the 8,581,212 Shares directly owned by Mangrove Master Fund.
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Percentage: Approximately 7.4%
|
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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: 8,581,212
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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: 8,581,212
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(c)
|
Mr. August has not entered into any transactions in the Shares during the past sixty (60) days.
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As of the close of business on January 20, 2017, the Reporting Persons collectively beneficially owned an aggregate of 8,581,212 Shares, constituting approximately 7.4% of the Shares outstanding.
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: January 23, 2017
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THE MANGROVE PARTNERS MASTER FUND, LTD.
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By:
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MANGROVE PARTNERS
as Investment Manager
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By:
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Name:
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Nathaniel August
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Title:
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Director
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THE MANGROVE PARTNERS FUND, L.P.
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By:
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MANGROVE CAPITAL
|
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as General Partner
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By:
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Name:
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Nathaniel August
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Title:
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Director
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MANGROVE PARTNERS FUND (CAYMAN), LTD.
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By:
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MANGROVE PARTNERS
|
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as Investment Manager
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By:
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Name:
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Nathaniel August
|
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Title:
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Director
|
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MANGROVE PARTNERS
|
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By:
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Name:
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Nathaniel August
|
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Title:
|
Director
|
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MANGROVE CAPITAL
|
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By:
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Name:
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Nathaniel August
|
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Title:
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Director
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SCHEDULE B
Transactions in the Shares During the Past Sixty (60) Days
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Shares of Common Stock
Purchased
|
Price Per
Share ($)
|
Date of
Purchase
|
THE MANGROVE PARTNERS MASTER FUND, LTD.
|
65,000
|
2.4329
|
1/18/2017
|
|
8,400
|
2.4000
|
1/19/2017
|
|
67,600
|
2.3995
|
1/20/2017
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