The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
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 each of Lone Star Value Investors and Lone Star Value Co-Invest 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 A, which is incorporated by reference herein. The aggregate purchase price of the 1,451,000 Shares beneficially owned by Lone Star Value Investors is approximately $9,951,914, including brokerage commissions. The aggregate purchase price of the 1,485,000 Shares beneficially owned by Lone Star Value Co-Invest is approximately $6,523,781, including brokerage commissions.
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 person named herein is based upon 65,931,941 Shares outstanding as of March 13, 2015, which is the total number of Shares as reported in the Issuer’s Press Release dated March 13, 2015, which the Reporting Persons anticipate to be filed as an Exhibit to a future Current Report on Form 8-K.
A.
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Lone Star Value Investors
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(a)
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As of the close of business on the date hereof, Lone Star Value Investors beneficially owned 1,451,000 Shares.
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Percentage: Approximately 2.2%
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(b)
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1. Sole power to vote or direct vote: 1,451,000
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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: 1,451,000
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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 securities of the Issuer by Lone Star Value Investors during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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B.
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Lone Star Value Co-Invest
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(a)
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As of the close of business on the date hereof, Lone Star Value Co-Invest beneficially owned 1,485,000 Shares.
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Percentage: Approximately 2.3%
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(b)
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1. Sole power to vote or direct vote: 1,485,000
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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: 1,485,000
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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 securities of the Issuer by Lone Star Value Co-Invest during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Lone Star Value GP, as the general partner of each of Lone Star Value Investors and Lone Star Value Co-Invest, may be deemed the beneficial owner of the (i) 1,451,000 Shares owned by Lone Star Value Investors and (ii) 1,485,000 Shares owned by Lone Star Value Co-Invest.
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Percentage: Approximately 4.5%
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(b)
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1. Sole power to vote or direct vote: 2,936,000
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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: 2,936,000
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Lone Star Value GP 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 each of Lone Star Value Investors and Lone Star Value Co-Invest during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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D.
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Lone Star Value Management
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(a)
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Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the 1,451,000 Shares owned by Lone Star Value Investors.
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Percentage: Approximately 2.2%
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(b)
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1. Sole power to vote or direct vote: 1,451,000
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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: 1,451,000
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Lone Star Value 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 Lone Star Value Investors during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the (i) 1,451,000 Shares owned by Lone Star Value Investors and (ii) 1,485,000 Shares owned by Lone Star Value Co-Invest.
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Percentage: Approximately 4.5%
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(b)
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1. Sole power to vote or direct vote: 2,936,000
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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: 2,936,000
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Eberwein 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 each of Lone Star Value Investors and Lone Star Value Co-Invest during the past 60 days 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.
(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 March 13, 2015, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer following the closing of the Issuer’s public offering.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended to add the following:
Lone Star Value Investors has sold in the open market to counterparties put options referencing an aggregate of 25,000 Shares at a price of $5.00 per Share, if such right is exercised prior to or on March 20, 2015.
Lone Star Value Investors has sold in the open market to counterparties put options referencing an aggregate of 165,000 Shares at a price of $7.50 per Share, if such right is exercised prior to or on March 20, 2015.
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.
Dated: March 13, 2015
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Lone Star Value Investors, LP
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By:
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Lone Star Value Investors GP, LLC
General Partner
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By:
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/s/ Jeffrey E. Eberwein
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Name:
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Jeffrey E. Eberwein
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Title:
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Manager
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Lone Star Value Co-Invest I, LP
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By:
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Lone Star Value Investors GP, LLC
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General Partner
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By:
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/s/ Jeffrey E. Eberwein
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Name:
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Jeffrey E. Eberwein
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Title:
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Manager
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Lone Star Value Investors GP, LLC
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By:
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/s/ Jeffrey E. Eberwein
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Name:
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Jeffrey E. Eberwein
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Title:
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Manager
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Lone Star Value Management, LLC
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By:
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/s/ Jeffrey E. Eberwein
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Name:
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Jeffrey E. Eberwein
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Title:
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Sole Member
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/s/ Jeffrey E. Eberwein
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Jeffrey E. Eberwein
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SCHEDULE A
Transactions in Securities of the Issuer During the Past Sixty Days
Nature of 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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LONE STAR VALUE INVESTORS, LP
Purchase of Common Stock
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15,000
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5.0173
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01/12/2015
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Purchase of Common Stock
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5,000
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4.9011
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01/13/2015
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Purchase of Common Stock
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10,000
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4.7925
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01/13/2015
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Sale of Common Stock
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(10,000)
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5.2711
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01/14/2015
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Purchase of Common Stock
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20,000
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5.5205
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01/15/2015
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Purchase of Common Stock
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10,000
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5.2463
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01/15/2015
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Purchase of Common Stock
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40,000
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5.3715
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01/16/2015
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Purchase of Common Stock
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5,000
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5.4132
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01/16/2015
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Purchase of Common Stock
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5,000
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5.3845
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01/16/2015
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Purchase of Common Stock
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10,000
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5.4006
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01/16/2015
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Purchase of Common Stock
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10,000
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5.4017
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01/16/2015
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Purchase of Common Stock
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15,000
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5.3563
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01/16/2015
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Sale of Common Stock(1)
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(250,000)
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5.0000
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01/16/2015
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Purchase of Common Stock
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20,000
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4.9798
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01/20/2015
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Purchase of Common Stock
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10,000
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4.9420
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01/20/2015
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Purchase of Common Stock
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10,000
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5.0927
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01/20/2015
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Purchase of Common Stock
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15,000
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5.2380
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01/21/2015
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Purchase of Common Stock
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10,000
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5.1702
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01/21/2015
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Purchase of Common Stock
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15,000
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5.1818
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01/21/2015
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Purchase of Common Stock
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5,000
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5.2538
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01/30/2015
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Sale of Common Stock
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(5,000)
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5.5055
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01/30/2015
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Purchase of Common Stock
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15,000
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5.6164
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02/02/2015
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Sale of Common Stock
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(15,000)
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6.1123
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02/03/2015
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Sale of Common Stock
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(25,000)
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6.1925
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02/03/2015
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Sale of Common Stock
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(10,000)
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6.2287
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02/03/2015
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Sale of Common Stock
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(15,000)
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6.2735
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02/03/2015
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Sale of Common Stock
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(10,000)
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6.2387
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02/03/2015
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Sale of Common Stock
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(15,000)
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6.3061
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02/03/2015
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Sale of Common Stock
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(25,000)
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6.9126
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02/05/2015
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Sale of Common Stock
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(25,000)
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6.9849
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02/05/2015
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Purchase of Common Stock
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150,000
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6.5500
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03/10/2015
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Sale of Put Option
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(25,000)(2)
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5.4000
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01/23/2015
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Sale of Put Option
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(50,000)(3)
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8.0550
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02/26/2015
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Sale of Put Option
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(50,000)(3)
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8.0240
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02/27/2015
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Sale of Put Option
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(25,000)(3)
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8.0010
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03/02/2015
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Sale of Put Option
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(25,000)(3)
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7.9654
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03/05/2015
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Sale of Put Option
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(15,000)(3)
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7.8000
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03/09/2015
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LONE STAR VALUE CO-INVEST I, LP
Purchase of Common Stock
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10,000
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5.0061
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01/12/2015
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Purchase of Common Stock
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5,000
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4.9134
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01/12/2015
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Sale of Common Stock(4)
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(100,000)
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5.0000
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01/16/2015
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Purchase of Common Stock(5)
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132,300
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10.0000
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01/16/2015
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Purchase of Common Stock
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20,000
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5.1362
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01/20/2015
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Purchase of Common Stock
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10,000
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5.2361
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01/21/2015
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(1) Represents a sale of Shares in connection with the exercise by counterparties of call options written by Lone Star Value Investors to such counterparties.
(2) Represents Shares underlying certain put options sold in the open market to counterparties by Lone Star Value Investors, which have a strike price of $5.00 per Share. These put options expire on March 20, 2015.
(3) Represents Shares underlying certain put options sold in the open market to counterparties by Lone Star Value Investors, which have a strike price of $7.50 per Share. These put options expire on March 20, 2015.
(4) Represents a sale of Shares in connection with the exercise by counterparties of call options written by Lone Star Value Co-Invest to such counterparties.
(5) Represents a purchase of Shares in connection with the exercise by counterparties of put options written by Lone Star Value Co-Invest to such counterparties.