UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
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School Specialty, Inc.
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Common Stock, $0.001 par value
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807863105
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May 30, 2012
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
LaGrange Capital 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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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
747,213
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6 Shared Voting Power
0
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7 Sole Dispositive Power
747,213
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
747,213
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
3.9%
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12
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
Lagrange Capital Management, LLC
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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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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
747,213
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6 Shared Voting Power
0
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7 Sole Dispositive Power
747,213
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
747,213
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
3.9%
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
LaGrange Capital Partners Offshore Fund, Ltd.
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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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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
206,598
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6 Shared Voting Power
0
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7 Sole Dispositive Power
206,598
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
206,598
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
1.1%
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12
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Type of Reporting Person (See Instructions)
CO
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1
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Names of Reporting Persons.
LaGrange Capital Administration, L.L.C.
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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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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
953,811
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6 Shared Voting Power
0
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7 Sole Dispositive Power
953,811
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
953,811
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
5.0%
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12
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Type of Reporting Person (See Instructions)
IA, OO (Limited Liability Company)
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1
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Names of Reporting Persons.
Frank LaGrange Johnson
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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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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
U.S. Citizen
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
969,061
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6 Shared Voting Power
0
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7 Sole Dispositive Power
969,061
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
969,061
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
5.1%
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12
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Type of Reporting Person (See Instructions)
IN
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Item 1 (a)
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Name of Issuer
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School Specialty, Inc.
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Item 1 (b)
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Address of Issuer’s Principal Executive Offices
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W6316 Design Drive
Greenville, Wisconsin 54942
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Item 2 (a)
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Name of Person Filing
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This Schedule 13G is filed by LaGrange Capital Partners, L.P., a Delaware limited partnership (“Capital Partners”), LaGrange Capital Partners Offshore Fund, Ltd., a Cayman Islands corporation (“Capital Partners Offshore Fund”), LaGrange Capital Management, LLC, a Delaware limited liability company (“Capital Management”), LaGrange Capital Administration, L.L.C., a Delaware limited liability company (“Capital Administration”) and Frank LaGrange Johnson. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item 2 (b)
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Address of Principal Business Office or, if none, Residence
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The principal business office of each of the Reporting Persons is 570 Lexington Avenue, 27th Floor, New York, New York 10022.
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Item 2 (c)
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Citizenship
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Capital Partners, Capital Management and Capital Administration are organized under the laws of the State of Delaware. Capital Partners Offshore Fund is organized under the laws of the Cayman Islands. Frank LaGrange Johnson is a citizen of the United States of America.
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Item 2 (d)
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Title of Class of Securities
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Common Stock, par value $0.001 per share (the “Common Stock”)
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Item 2 (e)
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CUSIP Number
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807863105
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act;
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Item 4
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned **
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Capital Partners – 747,213 shares
Capital Partners Offshore Fund – 206,598 shares
Capital Management – 747,213 shares
Capital Administration – 953,811 shares
Frank LaGrange Johnson – 969,061 shares
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(b)
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Percent of Class **
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Capital Partners – 3.9%
Capital Partners Offshore Fund – 1.1%
Capital Management – 3.9%
Capital Administration – 5.0%
Frank LaGrange Johnson – 5.1%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote **
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Capital Partners – 747,213 shares
Capital Partners Offshore Fund – 206,598 shares
Capital Management – 747,213 shares
Capital Administration – 953,811 shares
Frank LaGrange Johnson – 969,061 shares
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(ii)
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shared power to vote or to direct the vote **
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Capital Partners – 0 shares
Capital Partners Offshore Fund – 0 shares
Capital Management – 0 shares
Capital Administration – 0 shares
Frank LaGrange Johnson – 0 shares
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(iii)
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Sole power to dispose or to direct the disposition of **
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Capital Partners – 747,213 shares
Capital Partners Offshore Fund – 206,598 shares
Capital Management – 747,213 shares
Capital Administration – 953,811 shares
Frank LaGrange Johnson – 969,061 shares
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(iv)
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shared power to dispose or to direct the disposition of **
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Capital Partners – 0 shares
Capital Partners Offshore Fund – 0 shares
Capital Management – 0 shares
Capital Administration – 0 shares
Frank LaGrange Johnson – 0 shares
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**
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Capital Management is the general partner of Capital Partners. Capital Administration is the investment manager of Capital Partners and Capital Partners Offshore Fund. Frank LaGrange Johnson is the managing member of each of Capital Management and Capital Administration. By virtue of these relationships, Capital Management may be deemed to beneficially own the above-referenced shares of Common Stock owned directly by Capital Partners, Capital Administration may be deemed to beneficially own the above-referenced shares of Common Stock owned directly by Capital Partners and Capital Partners Offshore Fund, and Frank LaGrange Johnson may be deemed to beneficially own the above-referenced shares of Common Stock owned directly by each of Capital Partners and Capital Partners Offshore Fund, and additional shares owned by Mr. Johnson and his spouse. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
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Item 5
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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Item 10
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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LaGrange Capital Partners, L.P.
By: LaGrange Capital Management, LLC
its Investment Manager
By: /s/ Frank LaGrange Johnson
Frank LaGrange Johnson,
its Managing Member
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LaGrange Capital Management, LLC
By: /s/ Frank LaGrange Johnson
Frank LaGrange Johnson,
its Managing Member
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LaGrange Capital Partners Offshore Fund, Ltd.
By: LaGrange Capital Administration, L.L.C.
its Investment Manager
By: /s/ Frank LaGrange Johnson
Frank LaGrange Johnson,
its Managing Member
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LaGrange Capital Administration, L.L.C.
By: /s/ Frank LaGrange Johnson
Frank LaGrange Johnson,
its Managing Member
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/s/ Frank LaGrange Johnson
Frank LaGrange Johnson, individually
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LaGrange Capital Partners, L.P.
By: LaGrange Capital Management, LLC
its Investment Manager
By: /s/ Frank LaGrange Johnson
Frank LaGrange Johnson,
its Managing Member
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LaGrange Capital Management, LLC
By: /s/ Frank LaGrange Johnson
Frank LaGrange Johnson,
its Managing Member
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LaGrange Capital Partners Offshore Fund, Ltd.
By: LaGrange Capital Administration, L.L.C.
its Investment Manager
By: /s/ Frank LaGrange Johnson
Frank LaGrange Johnson,
its Managing Member
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LaGrange Capital Administration, L.L.C.
By: /s/ Frank LaGrange Johnson
Frank LaGrange Johnson,
its Managing Member
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/s/ Frank LaGrange Johnson
Frank LaGrange Johnson, individually
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