-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ta6f6i7RxhC+mtV7eukP0bb0rJvLmjSTgwLJSNFa3LvfPsKFddEpd5J5hxmBRvlM PVnS/a3HFRJkxwPzeL5xmw== 0001398344-11-000471.txt : 20110303 0001398344-11-000471.hdr.sgml : 20110303 20110303080904 ACCESSION NUMBER: 0001398344-11-000471 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110303 DATE AS OF CHANGE: 20110303 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LECG CORP CENTRAL INDEX KEY: 0001192305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 810569994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79357 FILM NUMBER: 11658450 BUSINESS ADDRESS: STREET 1: 80 LANCASTER AVENUE CITY: DEVON STATE: PA ZIP: 19333 BUSINESS PHONE: 6102540700 MAIL ADDRESS: STREET 1: 80 LANCASTER AVENUE CITY: DEVON STATE: PA ZIP: 19333 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: T2 Partners Management, LP CENTRAL INDEX KEY: 0001327388 IRS NUMBER: 134041748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 145 E. 57TH STREET STREET 2: SUITE 1100 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-386-7160 MAIL ADDRESS: STREET 1: 145 E. 57TH STREET STREET 2: SUITE 1100 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 fp0002618_sc13da.htm fp0002618_sc13da.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Amendment No. 1)
 
Under the Securities Exchange Act of 1934
 
 
LECG Corporation

(Name of Issuer)
 
Common Stock

(Title of Class of Securities)
 
523234102

(CUSIP Number)
 
Glenn Tongue
767 Fifth Avenue, 18th Floor
New York, NY  10153
(212) 386-7160

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
February 28, 2011

(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
 
 
CUSIP No. 523234102

1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Whitney R. Tilson
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS (see instructions)
 
AF
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
 
SOLE VOTING POWER
 
0
 
8.
 
SHARED VOTING POWER
 
42,298
 
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
42,298
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,298
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.11%
14.
 
TYPE OF REPORTING PERSON (see instructions)
 
IN
 
 
 

 
 
         
CUSIP No. 523234102
       
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Glenn H. Tongue
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
 
3.
 
SEC USE ONLY
 
 
4.
 
SOURCE OF FUNDS (see instructions)
 
AF
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
 
SOLE VOTING POWER
 
0
 
8.
 
SHARED VOTING POWER
 
42,298
 
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
42,298
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,298
   
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.11%
   
14.
 
TYPE OF REPORTING PERSON (see instructions)
 
IN
   
 
 
 

 
 
         
CUSIP No. 523234102
       
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
T2 Partners Management, LP
   
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
   
3.
 
SEC USE ONLY
 
   
4.
 
SOURCE OF FUNDS (see instructions)
 
AF
   
5.
 
CHECK BOX 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
 
42,298
 
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
42,298
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,298
   
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.11%
   
14.
 
TYPE OF REPORTING PERSON (see instructions)
 
IA, PN
   
 
 
 

 
 
         
CUSIP No. 523234102
       
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
T2 Partners Group, LLC
   
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
   
3.
 
SEC USE ONLY
 
   
4.
 
SOURCE OF FUNDS (see instructions)
 
AF
   
5.
 
CHECK BOX 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
 
42,298
 
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
42,298
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,298
   
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.11%
   
14.
 
TYPE OF REPORTING PERSON (see instructions)
 
OO
   
 
 
 

 
 
         
CUSIP No. 523234102
       
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
T2 Partners Management, LLC
   
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
   
3.
 
SEC USE ONLY
 
   
4.
 
SOURCE OF FUNDS (see instructions)
 
WC
   
5.
 
CHECK BOX 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
 
29,920
 
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
29,920
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
29,920
   
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.08%
   
14.
 
TYPE OF REPORTING PERSON (see instructions)
 
OO
   
 
 
 

 
         
CUSIP No. 523234102
       
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
T2 Accredited Fund, LP
   
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
   
3.
 
SEC USE ONLY
 
   
4.
 
SOURCE OF FUNDS (see instructions)
 
WC
   
5.
 
CHECK BOX 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
 
20,792
 
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
20,792
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
20,792
   
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.05%
   
14.
 
TYPE OF REPORTING PERSON (see instructions)
 
PN
   
 
 
 

 
 
         
CUSIP No. 523234102
       
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
T2 Qualified Fund, LP
   
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
   
3.
 
SEC USE ONLY
 
   
4.
 
SOURCE OF FUNDS (see instructions)
 
WC
   
5.
 
CHECK BOX 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
 
9,128
 
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
9,128
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,128
   
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.03%
   
14.
 
TYPE OF REPORTING PERSON (see instructions)
 
PN
   
 
 
 

 
 
         
CUSIP No. 523234102
       
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Tilson Offshore Fund, Ltd
   
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
   
3.
 
SEC USE ONLY
 
   
4.
 
SOURCE OF FUNDS (see instructions)
 
WC
   
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
 
0
 
8.
 
SHARED VOTING POWER
 
6,842
 
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
6,842
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,842
   
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.02%
   
14.
 
TYPE OF REPORTING PERSON (see instructions)
 
CO
   
 
 
 

 
 
         
CUSIP No. 523234102
       
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Tilson Focus Fund
   
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
   
3.
 
SEC USE ONLY
 
   
4.
 
SOURCE OF FUNDS (see instructions)
 
WC
   
5.
 
CHECK BOX 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
 
5,536
 
9.
 
SOLE DISPOSITIVE POWER
 
0
 
10.
 
SHARED DISPOSITIVE POWER
 
5,536
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,536
   
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.01%
   
14.
 
TYPE OF REPORTING PERSON (see instructions)
 
IC
   
 
 
 

 
 
Item 1.  
Security and Issuer.
 
This statement relates to shares of the Common Stock, par value $0.01 per share (the “Shares”), of Alloy, Inc. (the “Issuer”).  The address of the principal executive offices of the Issuer is 767 Fifth Avenue, 18th Floor, New York, New York 10153.
 
Item 2.  
Identity and Background.
 
(a)           This statement is being filed by Whitney R. Tilson, Glenn H. Tongue, T2 Partners Management, LP, a Delaware limited partnership, T2 Partners Group, LLC, a Delaware limited liability company, T2 Partners Management, LLC, a Delaware limited liability company, T2 Accredited Fund, LP, a Delaware limited partnership, T2 Qualified Fund, LP, a Delaware limited partnership, Tilson Offshore, Ltd, a Cayman corporation and Tilson Focus Fund, a registered investment company.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  All of the Reporting Persons are associated with a single investment advisory firm and as such make this filing jointly.

(b)           The principal business address of each of the Reporting Persons is 767 Fifth Avenue, 18th Floor, New York, NY 10153.

(c)           Whitney Tilson and Glenn Tongue are principals of   T2 Partners Management, LLC, which serves as General Partner for T2 Accredited Fund, LP and Tilson Qualified Fund, LP. Whitney Tilson and Glenn Tongue are principals of   T2 Partners Management, LP, which serves as Investment Adviser to T2 Accredited Fund, LP, Tilson Qualified Fund, LP, Tilson Offshore Fund, Ltd and Tilson Focus Fund. Whitney Tilson and Glenn Tongue are principals of T2 Partners Group, LLC, which is the General Partner for T2 Partners Management, LP.

(d)           During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e)           During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor, 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.

(f)           Whitney R. Tilson and Glenn H. Tongue are citizens of the United States.
 
Item 3.  
Source or Amount of Funds or Other Consideration.
 
Shares of the securities reported in this filing were purchased by T2 Accredited Fund, LP, T2 Qualified Fund, LP, Tilson Offshore, Ltd and Tilson Focus Fund (collectively “Tilson Funds”). The Shares purchased by the Tilson Funds were purchased with working capital in open market purchases.  The aggregate purchase cost of the 42,298 Shares beneficially owned by the Reporting Persons in the aggregate is approximately $27,071 including brokerage commissions.
 
Item 4. 
 Purpose of Transaction.
 
The Reporting Persons originally acquired the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein.
 
 
 

 
 
Item 5. 
 Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 38,215,579 Shares outstanding as of September 30, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2010.
 
As of the close of business on February 28, 2011, T2 Accredited Fund, LP beneficially owned 20,792 Shares, representing approximately 0.05% of the Shares outstanding.

As of the close of business on February 28, 2011, T2 Qualified Fund, LP beneficially owned 9,128 Shares, representing approximately 0.03% of the Shares outstanding.

As of the close of business on February 28, 2011, Tilson Offshore Fund, Ltd beneficially owned 6,842 Shares, representing approximately 0.02% of the Shares outstanding.
 
As of the close of business on February 28, 2011, Tilson Focus Fund beneficially owned 5,536 Shares, representing approximately 0.01% of the Shares outstanding.

T2 Partners Management, LP serves as Investment Adviser to the Tilson Funds and as such, may be deemed to beneficially own 42,298 Shares, representing 0.11% of the Shares outstanding as of the close of business February 28, 2011.

T2 Partners Group, LLC is the General Partner to T2 Partners Management, LP and as such, may be deemed to beneficially own 42,298 Shares, representing 0.11% of the Shares outstanding as of the close of business February 28, 2011.
 
T2 Partners Management, LLC serves as General Partner to T2 Accredited Fund, LP and T2 Qualified Fund, LP and as such, may be deemed to beneficially own 29,920 Shares, representing 0.08% of the Shares outstanding as of the close of business February 28, 2011.

Glenn H. Tongue is a principal of T2 Partners Management, LP, T2 Partners Group, LLC and T2 Partners Management, LLC and as such, may be deemed to beneficially own 42,298 Shares, representing 0.11% of the Shares outstanding as of the close of business February 28, 2011.

Whitney R. Tilson is a principal of T2 Partners Management, LP, T2 Partners Group, LLC and T2 Partners Management, LLC and as such, may be deemed to beneficially own 42,298 Shares, representing 0.11% of the Shares outstanding as of the close of business February 28, 2011.

(b)            Glenn H. Tongue and Whitney R. Tilson have shared power to vote or direct the vote, and shared power to dispose or direct the disposition of all Shares reported in this filing.

(c)            All of the following transactions were effected in the open market.
 
 
 

 

Transactions in the Shares During the Past 60 Days

Shares of Common Stock Transacted
Price Per
Share($)
Date of
Transaction
 
T2 Accredited Fund, LP
 
Buy 6,698
1.43
12/28/2010
Buy 20,815
1.40
12/31/2010
Buy 5,992
1.51
01/10/2011
Buy 6,237
1.47
01/11/2011
 Buy 1,893
1.48
01/26/2011
Buy 88,118
1.80
01/28/2011
Buy 18,382
1.58
01/31/2011
Buy 25,567
1.55
02/01/2011
Buy 124,453
1.73
02/02/2011
Buy 17,327
1.66
02/03/2011
Buy 215
1.64
02/03/2011
Buy 14,104
1.64
02/04/2011
Buy 15,145
1.69
02/07/2011
Buy 38,957
1.18
02/07/2011
Buy 50,184
1.13
02/08/2011
Buy 33,852
1.04
02/09/2011
 Buy 72,521
1.08
02/10/2011
Buy 72,012
1.00
02/11/2011
Buy 87,587
0.91
02/14/2011
Buy 96,573
0.88
02/18/2011
Buy 14,158
0.74
02/22/2011
Buy 43,553
0.63
02/23/2011
Sell 136,748
0.14
02/28/2011
Sell 983,094
0.18
02/28/2011

T2 Qualified Fund, LP
 
Buy 2,868
1.43
12/28/2010
Buy 8,976
1.40
12/31/2010
Buy 2,655
1.51
01/10/2011
Buy 2,767
1.47
01/11/2011
Buy 836
1.48
01/26/2011
Buy 38,931
1.80
01/28/2011
Buy 8,120
1.58
01/31/2011
Buy 11,295
1.55
02/01/2011
Buy 54,872
1.73
02/02/2011
Buy 7,624
1.66
02/03/2011
Buy 95
1.64
02/03/2011
Buy 6,202
1.64
02/04/2011
Buy 6,656
1.69
02/07/2011
Buy 17,121
1.18
02/07/2011
Buy 22,434
1.13
02/08/2011
Buy 15,116
1.04
02/09/2011
Buy 32,392
1.08
02/10/2011
Buy 32,161
1.00
02/11/2011
Buy 39,028
0.91
02/14/2011
Buy 43,050
0.88
02/18/2011
Buy 6,306
0.74
02/22/2011
Buy 19,393
0.63
02/23/2011
Sell 60,036
0.14
02/28/2011
Sell 431,602
0.18
02/28/2011
 
 
 

 
 
Tilson Offshore Fund, Ltd
 
Buy 2,162
1.43
12/28/2010
Buy 6,949
1.40
12/31/2010
Buy 2,015
1.51
01/10/2011
Buy 2,099
1.47
01/21/2011
Buy 635
1.48
01/26/2011
Buy 29,592
1.80
01/28/2011
Buy 6,173
1.58
01/31/2011
Buy 8,593
1.55
02/01/2011
Buy 41,709
1.73
02/02/2011
Buy 5,800
1.66
02/03/2011
Buy 72
1.64
02/03/2011
Buy 4,718
1.64
02/04/2011
Buy 5,065
1.69
02/07/2011
Buy 13,027
1.18
02/07/2011
Buy 16,979
1.13
02/08/2011
Buy 11,439
1.04
02/09/2011
Buy 24,522
1.08
02/10/2011
Buy 24,350
1.00
02/11/2011
Buy 29,631
0.91
02/14/2011
Buy 32,688
0.88
02/18/2011
Buy 4,795
0.74
02/22/2011
Buy 14,759
0.63
02/23/2011
Sell 45,007
0.14
02/28/2011
Sell 323,556
0.18
02/28/2011

Tilson Focus Fund
 
Buy 1,694
1.43
12/28/2010
Buy 5,264
1.40
12/31/2010
Buy 1,573
1.51
01/10/2011
Buy 1,626
1.47
01/11/2011
Buy 494
1.48
01/26/2011
Buy 23,459
1.80
01/28/2011
Buy 4,841
1.58
01/31/2011
Buy 6,741
1.55
02/01/2011
Buy 32,835
1.73
02/02/2011
Buy 4,593
1.66
02/03/2011
Buy 57
1.64
02/03/2011
Buy 3,733
1.64
02/04/2011
Buy 4,052
1.69
02/07/2011
Buy 10,421
1.18
02/07/2011
Buy 13,754
1.13
02/08/2011
Buy 9,461
1.04
02/09/2011
Buy 20,565
1.08
02/10/2011
Buy 20,477
1.00
02/11/2011
Buy 25,116
0.91
02/14/2011
Buy 27,689
0.88
02/18/2011
Buy 4,091
0.74
02/22/2011
Buy 12.295
0.63
02/23/2011
Sell 36,409
0.14
02/28/2011
Sell 261,748
0.18
02/28/2011
 
(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 Shares reported in this filing.

(e)           This filing is being made to report that holdings by the reporting persons total less than 5% as of February 28, 2011.
 
Item 6.  
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Glenn H. Tongue and Whitney R. Tilson have shared ownership and/or management over each of the other Reporting Persons identified in this account.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.  
Material to Be Filed as Exhibits.
 
Not applicable.
 
 
 

 
 
         
CUSIP No. 523234102
       
         
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. This filing is dated 03/02/2011.
 

 
T2 Partners Management, LP

 
By:
T2 Partners Group, LLC
General Partner

 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Managing Member
 
 
 
T2 Partners Group, LLC
 
 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Managing Member


 
T2 Partners Management, LLC
 
 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Managing Member


 
T2 Accredited Fund, LP

 
By:
T2 Partners Management, LLC
General Partner

 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Managing Member

 
 

 

 
T2 Qualified Fund, LP

 
By:
T2 Partners Management, LLC
General Partner

 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Managing Member


 
Tilson Offshore Fund, Ltd
 
 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Director

 
 
Tilson Focus Fund
 
 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Trustee
 
 
 
/s/ Whitney R. Tilson
 
Whitney R. Tilson
 
 
 
/s/ Glenn H. Tongue
 
Glenn H. Tongue










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