1
|
NAME OF REPORTING PERSON
TCS GLOBAL EQUITY MASTER FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
13,748,878
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
13,748,878
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,748,878
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
TCS CAPITAL GP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
13,748,878
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
13,748,878
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,748,878
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
TCS CAPITAL MANAGEMENT, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
14,787,950
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
14,787,950
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,787,950
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
ERIC SEMLER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ox
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
14,787,950
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
14,787,950
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,787,950
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
TCS Global Equity Master Fund, L.P., a Cayman Islands exempted limited partnership (“TCS Global”);
|
|
(ii)
|
TCS Capital GP, LLC, a Delaware limited liability company (“TCS GP”), which serves as the general partner of TCS Global;
|
|
(iii)
|
TCS Capital Management, LLC, a Delaware limited liability company (“TCS Management”), which serves as the investment manager of each of TCS Global and a certain managed account (the “Managed Account”); and
|
|
(iv)
|
Eric Semler, who serves as the managing member of each of TCS GP and TCS Management.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
TCS Global
|
|
(a)
|
As of the close of business on November 18, 2015, TCS Global directly owned 13,748,878 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 13,748,878
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 13,748,878
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by TCS Global during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
TCS GP
|
|
(a)
|
TCS GP, as the general partner of TCS Global, may be deemed the beneficial owner of the 13,748,878 Shares owned by TCS Global.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 13,748,878
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 13,748,878
|
|
(c)
|
TCS GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of TCS Global during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
TCS Management
|
|
(a)
|
As of the close of business on November 18, 2015, 1,039,072 Shares were held in the Managed Account. TCS Management, as the investment manager of each of TCS Global and the Managed Account, may be deemed the beneficial owner of the (i) 13,748,878 Shares owned by TCS Global and (ii) 1,039,072 Shares held in the Managed Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 14,787,950
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 14,787,950
|
|
(c)
|
The transactions in the Shares by TCS Management through the Managed Account and on behalf of TCS Global during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Mr. Semler
|
|
(a)
|
Mr. Semler, as the managing member of each of TCS GP and TCS Management, may be deemed the beneficial owner of the (i) 13,748,878 Shares owned by TCS Global and (ii) 1,039,072 Shares held in the Managed Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 14,787,950
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 14,787,950
|
|
(c)
|
Mr. Semler has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of TCS Global and the Managed Account during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
(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)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter to the Chairman and Board of Directors of the Issuer, dated November 18, 2015.
|
|
99.2
|
Joint Filing Agreement by and among TCS Global Equity Master Fund, L.P., TCS Capital GP, LLC, TCS Capital Management, LLC and Eric Semler, dated November 18, 2015.
|
TCS GLOBAL EQUITY MASTER FUND, L.P.
|
|||
By:
|
TCS Capital GP, LLC
General Partner
|
||
By:
|
/s/ Eric Semler
|
||
Name:
|
Eric Semler
|
||
Title:
|
Managing Member
|
TCS CAPITAL GP, LLC
|
||||
By:
|
/s/ Eric Semler
|
|||
Name:
|
Eric Semler
|
|||
Title:
|
Managing Member
|
TCS CAPITAL MANAGEMENT, LLC
|
|||
By:
|
/s/ Eric Semler
|
||
Name:
|
Eric Semler
|
||
Title:
|
Managing Member
|
/s/ Eric Semler
|
|
ERIC SEMLER
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
100,000
|
2.2031*
|
09/23/2015
|
125,000
|
2.0955*
|
09/25/2015
|
160,000
|
2.1173*
|
09/28/2015
|
96,130
|
2.1206*
|
09/29/2015
|
119,040
|
2.1589*
|
09/30/2015
|
13,000
|
2.2000*
|
10/01/2015
|
47,000
|
2.1609*
|
10/26/2015
|
31,000
|
2.1001*
|
10/27/2015
|
(500,100)
|
2.0201*
|
10/30/2015
|
3,581,000
|
2.0100
|
11/18/2015
|
Sincerely,
|
|
/s/ Eric Semler
|
|
Eric Semler
|
|
TCS Capital Management, LLC
|
TCS GLOBAL EQUITY MASTER FUND, L.P.
|
|||
By:
|
TCS Capital GP, LLC
General Partner
|
||
By:
|
/s/ Eric Semler
|
||
Name:
|
Eric Semler
|
||
Title:
|
Managing Member
|
TCS CAPITAL GP, LLC
|
||||
By:
|
/s/ Eric Semler
|
|||
Name:
|
Eric Semler
|
|||
Title:
|
Managing Member
|
TCS CAPITAL MANAGEMENT, LLC
|
|||
By:
|
/s/ Eric Semler
|
||
Name:
|
Eric Semler
|
||
Title:
|
Managing Member
|
/s/ Eric Semler
|
|
ERIC SEMLER
|