1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
664,900
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
664,900
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
664,900
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
372,912
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
372,912
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,912
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO, 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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,038,712
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,038,712
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,038,712
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
ARTHUR D. LIPSON
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
1,038,712
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,038,712
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,038,712
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
272,020
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
272,020
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,020
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
BENCHMARK PLUS MANAGEMENT, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
272,020
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
272,020
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,020
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
ROBERT FERGUSON
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
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
272,020
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
272,020
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,020
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
NEIL R. CHELO
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
MATTHEW S. CROUSE
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”);
|
|
(ii)
|
Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”);
|
|
(iii)
|
Western Investment LLC, a Delaware limited liability company (“WILLC”), which serves as the general partner of each of WIHP and WITRP;
|
|
(iv)
|
Arthur D. Lipson, who serves as the managing member of WILLC (together with WILLC, WIHP and WITRP, the “Western Entities”), and as nominee;
|
|
(v)
|
Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company (“BPIP”);
|
|
(vi)
|
Benchmark Plus Management, L.L.C., a Delaware limited liability company (“BPM”), which serves as the managing member of BPIP;
|
|
(vii)
|
Robert Ferguson, who serves as a managing member of BPM (together with BPIP and BPM, the “Benchmark Entities”), and as nominee;
|
|
(viii)
|
Neil R. Chelo, as nominee; and
|
|
(ix)
|
Matthew S. Crouse, as nominee.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
WIHP
|
|
(a)
|
As of the close of business on April 18, 2016, WIHP beneficially owned 664,900 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 664,900
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 664,900
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
WIHP has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
B.
|
WITRP
|
|
(a)
|
As of the close of business on April 18, 2016, WITRP beneficially owned 372,912 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 372,912
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 372,912
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by WITRP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
WILLC
|
|
(a)
|
As of the close of business on April 18, 2016, WILLC directly owned 900 Shares. WILLC, as the general partner of WIHP and WITRP, may be deemed the beneficial owner of the (i) 664,900 Shares owned by WIHP and (ii) 372,912 Shares owned by WITRP.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,038,712
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,038,712
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
WILLC has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by WITRP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Mr. Lipson
|
|
(a)
|
Mr. Lipson, as the managing member of WILLC, may be deemed the beneficial owner of the (i) 900 Shares owned by WILLC, (ii) 664,900 Shares owned by WIHP and (iii) 372,912 Shares owned by WITRP.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,038,712
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,038,712
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Lipson has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by WITRP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
BPIP
|
|
(a)
|
As of the close of business on April 18, 2016, BPIP beneficially owned 272,020 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 272,020
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 272,020
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BPIP has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
F.
|
BPM
|
|
(a)
|
BPM, as the managing member of BPIP, may be deemed the beneficial owner of the 272,020 Shares owned by BPIP.
|
|
(b)
|
1. Sole power to vote or direct vote: 272,020
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 272,020
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BPM has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
G.
|
Mr. Ferguson
|
|
(a)
|
Mr. Ferguson, as a managing member of BPM, may be deemed the beneficial owner of the 272,020 Shares owned by BPIP.
|
|
(b)
|
1. Sole power to vote or direct vote: 272,020
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 272,020
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Ferguson has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
H.
|
Mr. Chelo
|
|
(a)
|
As of the close of business on April 18, 2016, Mr. Chelo, did not beneficially own any Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Chelo has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
I.
|
Mr. Crouse
|
|
(a)
|
As of the close of business on April 18, 2016, Mr. Crouse, did not beneficially own any Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Crouse has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing and Solicitation Agreement, dated April 18, 2016.
|
|
99.2
|
Powers of Attorney.
|
Dated: April 19, 2016
|
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
||
By:
|
Western Investment LLC
|
||
General Partner
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|||
By:
|
Western Investment LLC
|
||
General Partner
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT LLC
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
/s/ Arthur D. Lipson
|
|
ARTHUR D. LIPSON, Individually and as attorney-in-fact for Matthew S. Crouse
|
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|||
By:
|
Benchmark Plus Management, L.L.C.
|
||
Managing Member
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Manager
|
BENCHMARK PLUS MANAGEMENT, L.L.C.
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Manager
|
||
/s/ Robert Ferguson
|
|
ROBERT FERGUSON, Individually and as attorney-in-fact for Neil R. Chelo
|
Date of
Purchase/Sale
|
Shares of Common
Stock Purchased/(Sold)
|
Price Per
Share($)
|
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
||
03/02/2016
|
2,500
|
7.6562
|
03/03/2016
|
14,741
|
7.7153
|
03/04/2016
|
1,500
|
7.7385
|
03/16/2016
|
386
|
7.8411
|
WESTERN INVESTMENT LLC
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
|||
By:
|
Western Investment LLC
|
||
General Partner
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|||
By:
|
Western Investment LLC
|
||
General Partner
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
/s/ Arthur D. Lipson
|
|
ARTHUR D. LIPSON, Individually and as attorney-in-fact for Matthew S. Crouse
|
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|||
By:
|
Benchmark Plus Management, L.L.C.
|
||
Managing Member
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Managing Member
|
BENCHMARK PLUS MANAGEMENT, L.L.C.
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Managing Member
|
/s/ Robert Ferguson
|
|
ROBERT FERGUSON, Individually and as attorney-in-fact for Neil R. Chelo
|
/s/ Neil R. Chelo
|
|
NEIL R. CHELO
|
/s/ Matthew S. Crouse
|
|
MATTHEW S. CROUSE
|