1
|
NAME OF REPORTING PERSON
Bandera Partners LLC
|
||
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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,095,919
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,095,919
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,095,919
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Gregory Bylinsky
|
||
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
UNITED STATES OF AMERICA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,095,919
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,095,919
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,095,919
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Jefferson Gramm
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
19,796
|
|
8
|
SHARED VOTING POWER
2,095,919
|
||
9
|
SOLE DISPOSITIVE POWER
19,796
|
||
10
|
SHARED DISPOSITIVE POWER
2,095,919
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,115,715
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Andrew Shpiz
|
||
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
UNITED STATES OF AMERICA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,095,919
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,095,919
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,095,919
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Bandera Partners LLC, a Delaware limited liability company (“Bandera Partners”);
|
|
(ii)
|
Gregory Bylinsky;
|
|
(iii)
|
Jefferson Gramm; and
|
|
(iv)
|
Andrew Shpiz.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
(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
|
Joint Filing Agreement by and among Bandera Partners, Gregory Bylinsky, Jefferson Gramm and Andrew Shpiz, dated February 9, 2012.
|
Bandera Partners LLC
|
|||
By:
|
/s/ Gregory Bylinsky
|
||
Name:
|
Gregory Bylinsky
|
||
Title:
|
Managing Director
|
By:
|
/s/ Gregory Bylinsky
|
||
Name:
|
Gregory Bylinsky
|
By:
|
/s/ Jefferson Gramm
|
||
Name:
|
Jefferson Gramm
|
||
By:
|
/s/ Andrew Shpiz
|
||
Name:
|
Andrew Shpiz
|
Shares of Common
Stock Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
11979
|
4.2972
|
12/08/2011
|
|
4687
|
4.3000
|
12/12/2011
|
|
8001
|
4.2982
|
12/15/2011
|
|
11018
|
4.2991
|
12/16/2011
|
|
704
|
4.2899
|
12/19/2011
|
|
1800
|
4.3000
|
01/03/2012
|
|
14800
|
4.2768
|
01/04/2012
|
|
21100
|
4.3052
|
01/05/2012
|
|
34900
|
4.2949
|
01/06/2012
|
|
8900
|
4.3905
|
01/17/2012
|
|
9007
|
4.3909
|
01/18/2012
|
|
700
|
4.4000
|
01/19/2012
|
|
2800
|
4.4673
|
01/24/2012
|
|
44637
|
4.5000
|
01/26/2012
|
|
18200
|
4.4980
|
01/26/2012
|
|
20986
|
4.4998
|
01/27/2012
|
|
3600
|
4.5000
|
01/31/2012
|
Bandera Partners LLC
|
|||
By:
|
/s/ Gregory Bylinsky
|
||
Name:
|
Gregory Bylinsky
|
||
Title:
|
Managing Director
|
By:
|
/s/ Gregory Bylinsky
|
||
Name:
|
Gregory Bylinsky
|
By:
|
/s/ Jefferson Gramm
|
||
Name:
|
Jefferson Gramm
|
||
By:
|
/s/ Andrew Shpiz
|
||
Name:
|
Andrew Shpiz
|