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1.
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Names of Reporting Persons
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Simon J. Michael
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
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(a)
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______
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(b)
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___X__
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3.
|
SEC Use Only
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4.
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Source of Funds (See Instructions) Amounts reported on lines 7 and 9: PF
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Amounts Reported on lines 8 and 19: AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
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6.
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Citizenship or Place of Organization
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U.S.A.
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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7. Sole Voting Power 15,000
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8. Shared Voting Power 4,312,870
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9. Sole Dispositive Power 15,000
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10. Shared Dispositive Power 4,312,870
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person4,327,870
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
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Instructions)______
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13.
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Percent of Class Represented by Amount in Row (11)
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9.7%
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14.
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Type of Reporting Person (See Instructions)
|
IN, HC
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1.
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Names of Reporting Persons
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Balch Hill Capital, LLC
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|
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
______
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(b)
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___X__
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3.
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SEC Use Only
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|
4.
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Source of Funds (See Instructions)
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AF
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
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6.
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Citizenship or Place of Organization
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Delaware
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7. Sole Voting Power 0
|
8. Shared Voting Power 4,312,870
|
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9. Sole Dispositive Power 0
|
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10. Shared Dispositive Power 4,312,870
|
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person 4,312,870
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
|
|
Instructions)______
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
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9.7%
|
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14.
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Type of Reporting Person (See Instructions)
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IA, OO
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1.
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Names of Reporting Persons
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Balch Hill Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
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(a)
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______
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(b)
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___X__
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3.
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SEC Use Only
|
|
4.
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Source of Funds (See Instructions)
|
WC
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
|
|
6.
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7. Sole Voting Power 0
|
8. Shared Voting Power 4,312,870
|
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9. Sole Dispositive Power 0
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10. Shared Dispositive Power 4,312,870
|
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person 4,312,870
|
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
|
|
Instructions)______
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
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9.7%
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14.
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Type of Reporting Person (See Instructions)
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PN
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(a)
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Simon J. Michael,
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Balch Hill Capital, LLC (“Balch Hill”),
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Balch Hill Partners, L.P. (the “Partnership”),
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(collectively, the "Filers").
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(b)
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The business address of the Filers is
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2778 Green Street, San Francisco, CA 94123
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(c)
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Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted:
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Balch Hill is an investment adviser registered with the Securities and Exchange Commission and is the general partner of, and investment adviser to, the Partnership and is the investment adviser to other accounts. Mr. Michael is the sole manager of Balch Hill.
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(d)
|
During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Mr. Michael is a United States citizen.
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Purchaser
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Source of Funds
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Amount
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Partnership
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Working Capital
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$21,291,380
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Mr. Michael
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Personal Funds
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$23,456
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Filer
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Purchase or Sale
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Date
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Number of Shares
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Price Per Share
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the Partnership
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Purchase
|
01/18/2012
|
4,000
|
$2.8719
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the Partnership
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Purchase
|
01/17/2012
|
3,000
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$2.7863
|
the Partnership
|
Purchase
|
01/13/2012
|
33,541
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$2.7784
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the Partnership
|
Purchase
|
01/12/2012
|
5,000
|
$2.8698
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the Partnership
|
Purchase
|
01/11/2012
|
51,353
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$2.9446
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the Partnership
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Purchase
|
01/10/2012
|
13,586
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$2.9083
|
the Partnership
|
Purchase
|
01/09/2012
|
5,330
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$2.9859
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the Partnership
|
Purchase
|
01/06/2012
|
10,000
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$3.0268
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the Partnership
|
Purchase
|
01/04/2012
|
5,000
|
$2.8938
|
the Partnership
|
Purchase
|
12/27/2011
|
6,100
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$2.8815
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the Partnership
|
Purchase
|
12/23/2011
|
60,700
|
$2.8475
|
the Partnership
|
Purchase
|
12/22/2011
|
69,804
|
$2.8223
|
the Partnership
|
Purchase
|
12/21/2011
|
9,202
|
$2.7103
|
the Partnership
|
Purchase
|
12/20/2011
|
11,336
|
$2.7810
|
the Partnership
|
Purchase
|
12/19/2011
|
39,069
|
$2.7444
|
the Partnership
|
Purchase
|
12/15/2011
|
20,400
|
$2.7784
|
the Partnership
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Purchase
|
12/14/2011
|
56,900
|
$2.6662
|
the Partnership
|
Purchase
|
12/13/2011
|
76,594
|
$2.7015
|
the Partnership
|
Purchase
|
12/12/2011
|
400
|
$2.7250
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Item 6.Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer
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BALCH HILL CAPITAL, LLC
By: Simon J. Michael, Manager
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BALCH HILL PARTNERS, L.P.
By: Balch Hill Capital, LLC, General Partner
By: Simon J. Michael, Manager
|
Simon J. Michael
|
BALCH HILL CAPITAL, LLC
By: Simon J. Michael, Manager
|
BALCH HILL PARTNERS, L.P.
By: Balch Hill Capital, LLC, General Partner
By: Simon J. Michael, Manager
|
Simon J. Michael
|