The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 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 purchased by Atlas Fund III were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).
The aggregate purchase price of the 3,450,536 Shares directly owned by Atlas Fund III is approximately $
16,470,098
, excluding brokerage commissions.
Other than 929,344 Shares (including 700,000 unvested restricted Shares) awarded to Mr. Walsh in connection with his service as an officer and director of the Issuer, the Shares directly owned by Mr. Walsh were purchased with personal funds. The aggregate purchase price of the 69,950 Shares purchased by Mr. Walsh is approximately $319,532, 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) - 5(c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 25,613,547 Shares outstanding as of October 24, 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 October 26, 2016.
As of the close of business on the date hereof, Atlas Fund III beneficially owned directly 3,450,536 Shares and Mr. Walsh beneficially owned directly 999,294 Shares (including 700,000 unvested restricted Shares), constituting approximately 13.5% and 3.9%, respectively, of the Shares outstanding.
Atlas Fund GP, as the general partner of Atlas Fund III, may be deemed to beneficially own the 3,450,536 Shares directly beneficially owned by Atlas Fund III, constituting approximately 13.5% of the Shares outstanding.
PW Capital Management, as the investment manager with respect to Atlas Fund III, may be deemed to beneficially own the 3,450,536 Shares directly beneficially owned by Atlas Fund III, constituting approximately 13.5% of the Shares outstanding.
Mr. Walsh, as the Managing Member and Chief Executive Officer of Atlas Fund GP and the Managing Member of PW Capital Management, may be deemed to beneficially own the 3,450,536 Shares beneficially owned by Atlas Fund GP and PW Capital Management, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 4,449,830 Shares or approximately 17.4% of the Shares outstanding.
(b) Each of Atlas Fund III, Atlas Fund GP, PW Capital Management and Mr. Walsh have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by Atlas Fund III.
Mr. Walsh has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 299,294 Shares beneficially owned directly by him and the sole power to vote or direct the vote of an additional 700,000 unvested restricted Shares beneficially owned directly by him.
(c)
Schedule A
attached hereto reports all transactions in the securities of the Issuer by the Reporting Persons during the past 60 days that were effected in the open market. In addition, on December 12, 2016, Mr. Walsh received 500,000 restricted Shares in his capacity as an officer of the Issuer. These restricted Shares will vest in three equal annual installments commencing on December 12, 2017, the first anniversary of the grant date.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
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PW PARTNERS ATLAS FUND III LP
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By:
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PW Partners Atlas Funds, LLC
General Partner
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By:
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/s/ Patrick Walsh
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Name:
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Patrick Walsh
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS ATLAS FUNDS, LLC
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By:
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Name:
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Patrick Walsh
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS CAPITAL MANAGEMENT LLC
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By:
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Name:
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Patrick Walsh
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Title:
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Managing Member
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SCHEDULE A
OPEN MARKET TRANSACTIONS IN THE SECURITIES OF THE ISSUER DURING THE PAST SIXTY DAYS
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Class of Security
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Amount of Securities
Purchased
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Price ($)
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Date of
Purchase
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PW PARTNERS ATLAS FUND III LP
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Common Stock
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110
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2.3500
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11/11/2016
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Common Stock
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42,985
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2.3500
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11/15/2016
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