0001144204-15-063728.txt : 20151110 0001144204-15-063728.hdr.sgml : 20151110 20151109160512 ACCESSION NUMBER: 0001144204-15-063728 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151109 DATE AS OF CHANGE: 20151109 GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MusclePharm Corp CENTRAL INDEX KEY: 0001415684 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770664193 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85226 FILM NUMBER: 151215587 BUSINESS ADDRESS: STREET 1: 4721 IRONTON STREET CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: (800) 210-7369 MAIL ADDRESS: STREET 1: 4721 IRONTON STREET CITY: DENVER STATE: CO ZIP: 80239 FORMER COMPANY: FORMER CONFORMED NAME: Tone in Twenty DATE OF NAME CHANGE: 20071018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I CENTRAL INDEX KEY: 0001251565 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 SC 13D/A 1 v424044_sc13da.htm SCHEDULE 13D AMENDMENT NO. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

MUSCLEPHARM CORP.

 

(Name of Issuer)

 

Common Stock, $0.001 par value

 

(Title of Class of Securities)

 

627335201

 

(CUSIP Number)

 

 

Wynnefield Partners Small Cap Value, L.P. I

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

 

 

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26th Floor

New York, New York 10019

(212) 541-6222

 


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

 

November 3, 2015

 

(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 which 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 ¨

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 2 of 17  

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. I 13-3953291

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

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

 

400,206                     (See Item 5)

8

SHARED VOTING POWER

 

0                                (See Item 5)

9

SOLE DISPOSITIVE POWER

 

400,206                     (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                                (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

400,206                                                               (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.9%

14

 

TYPE OF REPORTING PERSON*

 

PN 

       

 

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 3 of 17  

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. 13-3688497

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

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

 

258,655                     (See Item 5)

8

SHARED VOTING POWER

 

0                                (See Item 5)

9

SOLE DISPOSITIVE POWER

 

258,655                     (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                                (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

258,655                                                               (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9%

14

 

TYPE OF REPORTING PERSON*

 

PN

       

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 4 of 17  

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

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

 

221,554                     (See Item 5)

8

SHARED VOTING POWER

 

0                                (See Item 5)

9

SOLE DISPOSITIVE POWER

 

221,554                     (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                                (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

221,554                                                               (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.6%

14

 

TYPE OF REPORTING PERSON*

CO

 

       

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 5 of 17  

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. Profit Sharing Plan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

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

 

40,000                       (See Item 5)

8

SHARED VOTING POWER

 

0                                (See Item 5)

9

SOLE DISPOSITIVE POWER

 

40,000                       (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                                (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

40,000                                                                (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%

14

 

TYPE OF REPORTING PERSON*

 

CO 

       

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 6 of 17  

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital Management, LLC 13-4018186

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

658,861                     (See Item 5)

8

SHARED VOTING POWER

 

0                                (See Item 5)

9

SOLE DISPOSITIVE POWER

 

658,861                     (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                                (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

658,861                                                               (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.8%

14

 

TYPE OF REPORTING PERSON*

 

OO

       

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 7 of 17  

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. 13-3688495

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

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

 

221,554                     (See Item 5)

8

SHARED VOTING POWER

 

0                                (See Item 5)

9

SOLE DISPOSITIVE POWER

 

221,554                     (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                                (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

221,554                                                               (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.6%

14

 

TYPE OF REPORTING PERSON*

CO

 

       

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 8 of 17  

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Nelson Obus

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

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

 

40,000                       (See Item 5)

8

SHARED VOTING POWER

 

880,415                     (See Item 5)

9

SOLE DISPOSITIVE POWER

 

40,000                       (See Item 5)

10

SHARED DISPOSITIVE POWER

 

880,415                     (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

920,415                                                               (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.7%

14

 

TYPE OF REPORTING PERSON*

 

IN

       

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 9 of 17  

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Joshua Landes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

 

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

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                                (See Item 5)

8

SHARED VOTING POWER

 

880,415                     (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0                                (See Item 5)

10

SHARED DISPOSITIVE POWER

 

880,415                     (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

880,415                                                               (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.4%

14

 

TYPE OF REPORTING PERSON*

 

IN

       

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 10 of 17  

 

 

Item 1. Security and Issuer.

 

This Amendment No. 1 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on July 1, 2015 (the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, $0.001 par value per share (the “Common Stock”) of MusclePharm Corp., a Nevada corporation (the “Issuer”), whose principal executive office are located at 4721 Ironton Street, Building A, Denver, Colorado 80239. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

 

Item 2. Identity and Background.

 

This Schedule 13D is filed by the Wynnefield Reporting Persons.

 

(a), (b), (c) and (f). The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), Wynnefield Capital, Inc. Profit Sharing Plan (“Plan”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Nelson Obus and Joshua H. Landes. The Wynnefield Reporting Persons that are entities are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders).

 

WCM, a New York limited liability company, is the general partner of Wynnefield Partners I and Wynnefield Partners, each a private investment company organized as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua H. Landes are the managing members of WCM and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized under the laws of the Cayman Islands. The Plan is an employee profit sharing plan organized under the laws of the State of Delaware. Mr. Obus is the portfolio manager of the Plan. Messrs. Obus and Landes are citizens of the United States of America.

 

Messrs. Obus and Landes are citizens of the United States of America.

 

The business address of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.

 

(d) and (e). During the last five years, none of the Wynnefield Reporting Persons had been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and 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.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $7,079,402.00 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 11 of 17  

 

 

Item 4. Purpose of the Transaction

 

Item 4 of the Schedule 13D is hereby amended and restated as follows:

 

This Schedule 13D is filed by the Wynnefield Reporting Person to report acquisitions of shares of the Common Stock which increases its beneficial ownership (as such term is defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of the Common Stock of the Issuer by more than 1% from the amounts previously reported on the Schedule 13D previously filed on July 1, 2015. Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a), (b) and (c) As of November 9, 2015, the Wynnefield Reporting Persons beneficially owned in the aggregate 920,415 shares of Common Stock, constituting approximately 6.7% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 13,706,929 shares outstanding as of July 24, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Securities and Exchange Commission (the “Commission”) on August 10, 2015.

 

The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

Name Number of Common Stock Percentage of Outstanding Common Stock
Wynnenfield Partners I  400,206   2.9%
Wynnefield Partners  258,655   1.9%
Wynnefield Offshore 221,554  1.6%
Plan   40,000    .3%

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 12 of 17  

 

 

WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

The Wynnefield Profit Plan is an employee profit sharing plan. Mr. Obus is the portfolio manager of the Wynnefield Profit Plan and has the sole authority to direct the voting and the disposition of the shares of Common Stock that the Wynnefield Profit Plan beneficially owns. Accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Wynnefield Profit Plan may be deemed to beneficially own.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 920,415 shares of Common Stock, constituting approximately 6.7% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 13,706,929 shares outstanding as of July 24, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Commission on August 10, 2015

 

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 13 of 17  

 

 

Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

 

The Wynnefield Reporting Persons have acquired shares of Common Stock during the last 60 days as follows:

 

Name Transaction Date Number of Shares Price Per Share
         
Wynnefield Partners I Purchase 10/6/2015 7,827 $2.66
Wynnefield Partners I Purchase 10/7/2015 20,044 $2.66
Wynnefield Partners I Purchase 10/8/2015 2,946 $2.70
Wynnefield Partners I Purchase 10/9/2015 4,237 $2.66
Wynnefield Partners I Purchase 10/12/2015 11,235 $2.68
Wynnefield Partners I Purchase 10/19/2015 13,217 $3.84
Wynnefield Partners I Purchase 10/20/2015 14,619 $3.90
Wynnefield Partners I Purchase 10/21/2015 4,495 $3.90
Wynnefield Partners I Purchase 10/22/2015 6,638 $3.90
Wynnefield Partners I Purchase 10/23/2015 1,529 $3.90
Wynnefield Partners I Purchase 10/26/2015 10,797 $3.90
Wynnefield Partners I Purchase 10/27/2015 4,649 $3.90
Wynnefield Partners I Purchase 10/28/2015 56 $3.90
Wynnefield Partners I Purchase 10/29/2015 1,477 $3.90
Wynnefield Partners I Purchase 10/30/2015 2,062 $3.90
Wynnefield Partners I Purchase 11/2/2015 1,138 $3.90
Wynnefield Partners I Purchase 11/3/2015 17,862 $3.88
Wynnefield Partners I Purchase 11/4/2015 363 $3.90
Wynnefield Partners I Purchase 11/5/2015 3,347 $3.90
Wynnefield Partners Purchase 10/6/2015 4,879 $2.66
Wynnefield Partners Purchase 10/7/2015 12,495 $2.66

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 14 of 17  

 

 

Wynnefield Partners Purchase 10/8/2015 1,836 $2.70
Wynnefield Partners Purchase 10/9/2015 2,641 $2.70
Wynnefield Partners Purchase 10/12/2015 6,974 $2.68
Wynnefield Partners Purchase 10/19/2015 8,205 $3.83
Wynnefield Partners Purchase 10/20/2015 9,075 $3.90
Wynnefield Partners Purchase 10/21/2015 2,790 $3.90
Wynnefield Partners Purchase 10/22/2015 4,121 $3.90
Wynnefield Partners Purchase 10/23/2015 949 $3.90
Wynnefield Partners Purchase 10/26/2015 6,702 $3.90
Wynnefield Partners Purchase 10/27/2015 2,886 $3.90
Wynnefield Partners Purchase 10/28/2015 34 $3.90
Wynnefield Partners Purchase 10/29/2015 917 $3.90
Wynnefield Partners Purchase 10/30/2015 1,280 $3.90
Wynnefield Partners Purchase 11/2/2015 704 $3.90
Wynnefield Partners Purchase 11/3/2015 11,041 $3.88
Wynnefield Partners Purchase 11/4/2015 224 $3.90
Wynnefield Partners Purchase 11/5/2015 2,069 $3.90
Wynnefield Offshore Purchase 10/6/2015 1,335 $2.66
Wynnefield Offshore Purchase 10/7/2015 3,420 $2.66
Wynnefield Offshore Purchase 10/8/2015 501 $2.70
Wynnefield Offshore Purchase 10/9/2015 722 $2.70
Wynnefield Offshore Purchase 10/12/2015 1,918 $2.69
Wynnefield Offshore Purchase 10/19/2015 2,255 $3.83
Wynnefield Offshore Purchase 10/20/2015 2,494 $3.90
Wynnefield Offshore Purchase 10/21/2015 771 $3.90
Wynnefield Offshore Purchase 10/22/2015 1,142 $3.90

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 15 of 17  

 

 

Wynnefield Offshore Purchase 10/23/2015 264 $3.90
Wynnefield Offshore Purchase 10/26/2015 1,864 $3.90
Wynnefield Offshore Purchase 10/27/2015 808 $3.90
Wynnefield Offshore Purchase 10/28/2015 10 $3.90
Wynnefield Offshore Purchase 10/29/2015 256 $3.90
Wynnefield Offshore Purchase 10/30/2015 358 $3.90
Wynnefield Offshore Purchase 11/2/2015 198 $3.90
Wynnefield Offshore Purchase 11/3/2015 3,095 $3.88
Wynnefield Offshore Purchase 11/4/2015 63 $3.90
Wynnefield Offshore Purchase 11/5/2015 581 $3.90

 

(d) and (e). Not Applicable.

 

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 16 of 17  

 

 

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete and correct.

 

Dated: November 9, 2015

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By: Wynnefield Capital Management, LLC,

        its General Partner

 

By:  /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

By: Wynnefield Capital Management, LLC,

        its General Partner

 

By:  /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By: Wynnefield Capital, Inc.,

       its Investment Manager

 

By:  /s/ Nelson Obus

Nelson Obus, President

 

WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN, INC.

 

By:  /s/ Nelson Obus

Nelson Obus, Authorized Signatory

 

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By:  /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

 

 

 

CUSIP No. 627335201

 

 

 

13D/A Page 17 of 17  

 

 

WYNNEFIELD CAPITAL, INC.

 

By:  /s/ Nelson Obus

Nelson Obus, President

 

        /s/ Nelson Obus

Nelson Obus, Individually

 

        /s/ Joshua Landes

Joshua Landes, Individually