1
|
NAME OF REPORTING PERSON
JCP Investment Partnership, LP
|
||
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
401,300
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
401,300
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,300
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
JCP Drawdown Partnership II, LP
|
||
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
124,536
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
124,536
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,536
|
||
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
PN
|
1
|
NAME OF REPORTING PERSON
JCP Investment Partners, LP
|
||
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
525,836
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
525,836
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,836
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
JCP Investment Holdings, LLC
|
||
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
525,836
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
525,836
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,836
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
JCP Investment Management, LLC
|
||
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
525,836
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
525,836
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,836
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
James C. Pappas
|
||
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
525,836
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
525,836
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,836
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
JCP Investment Partnership, LP, a Texas limited partnership (“JCP Partnership”);
|
|
(ii)
|
JCP Drawdown Partnership II, LP, a Texas limited partnership (“JCP Drawdown II”);
|
|
(iii)
|
JCP Investment Partners, LP, a Texas limited partnership (“JCP Partners”), who serves as the general partner of JCP Partnership and JCP Drawdown II;
|
|
(iv)
|
JCP Investment Holdings, LLC, a Texas limited liability company (“JCP Holdings”), who serves as the general partner of JCP Partners;
|
|
(v)
|
JCP Investment Management, LLC, a Texas limited liability company (“JCP Management”), who serves as the investment manager of JCP Partnership and JCP Drawdown II; and
|
|
(vi)
|
James C. Pappas, who serves as the managing member of JCP Management and sole member of JCP Holdings.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
JCP Partnership
|
|
(a)
|
As of the close of business on March 27, 2014, JCP Partnership beneficially owned 401,300 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 401,300
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 401,300
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by JCP Partnership during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
JCP Drawdown II
|
|
(a)
|
As of the close of business on March 27, 2014, JCP Drawdown II beneficially owned 124,536 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 124,536
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 124,536
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by JCP Drawdown II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
JCP Partners
|
|
(a)
|
JCP Partners, as the general partner of each of JCP Partnership and JCP Drawdown II, may be deemed the beneficial owner of the (i) 401,300 Shares owned by JCP Partnership and (ii) 124,536 Shares owned by JCP Drawdown II.
|
|
(b)
|
1. Sole power to vote or direct vote: 525,836
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 525,836
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Partners has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of JCP Partnership and JCP Drawdown II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
JCP Holdings
|
|
(a)
|
JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the (i) 401,300 Shares owned by JCP Partnership and (ii) 124,536 Shares owned by JCP Drawdown II.
|
|
(b)
|
1. Sole power to vote or direct vote: 525,836
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 525,836
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of JCP Partnership and JCP Drawdown II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
JCP Management
|
|
(a)
|
JCP Management, as the investment manager of each of JCP Partnership and JCP Drawdown II, may be deemed the beneficial owner of the (i) 401,300 Shares owned by JCP Partnership and (ii) 124,536 Shares owned by JCP Drawdown II.
|
|
(b)
|
1. Sole power to vote or direct vote: 525,836
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 525,836
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of JCP Partnership and JCP Drawdown II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Mr. Pappas
|
|
(a)
|
Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 401,300 Shares owned by JCP Partnership and (ii) 124,536 Shares owned by JCP Drawdown II.
|
|
(b)
|
1. Sole power to vote or direct vote: 525,836
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 525,836
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Pappas has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of JCP Partnership and JCP Drawdown II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
(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, the Shares.
|
|
(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 JCP Investment Partnership, LP; JCP Drawdown Partnership II, LP; JCP Investment Partners, LP; JCP Investment Holdings, LLC; JCP Investment Management, LLC; and James C. Pappas, dated March 28, 2014.
|
JCP Investment Partnership, LP
|
|||
By:
|
JCP Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Managing Member
|
JCP Drawdown Partnership II, LP
|
|||
By:
|
JCP Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Managing Member
|
JCP Investment Partners, LP
|
|||
By:
|
JCP Investment Holdings, LLC
|
||
General Partner
|
|||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Sole Member
|
JCP Investment Holdings, LLC
|
|||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Sole Member
|
JCP Investment Management, LLC
|
|||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Managing Member
|
/s/ James C. Pappas
|
|
James C. Pappas
|
Shares of Common
Stock Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
20,000
|
9.8974
|
03/21/2014
|
20,000
|
9.9984
|
03/24/2014
|
30,000
|
9.9546
|
03/25/2014
|
10,000
|
9.9616
|
03/26/2014
|
3,000
|
9.4199
|
02/10/2014
|
14,200
|
9.5478
|
02/11/2014
|
6,800
|
9.7327
|
02/12/2014
|
10,000
|
9.6626
|
02/13/2014
|
5,600
|
9.7677
|
02/14/2014
|
1,500
|
9.7311
|
02/18/2014
|
4,131
|
9.6849
|
02/19/2014
|
3,343
|
9.7047
|
02/20/2014
|
3,108
|
9.7608
|
02/21/2014
|
18,318
|
9.8378
|
02/24/2014
|
13,890
|
9.8993
|
03/05/2014
|
6,110
|
9.7385
|
03/06/2014
|
6,036
|
9.6984
|
03/14/2014
|
2,750
|
9.7018
|
03/17/2014
|
5,750
|
9.7431
|
03/18/2014
|
5,760
|
9.7500
|
03/19/2014
|
14,240
|
9.8067
|
03/20/2014
|
JCP Investment Partnership, LP
|
|||
By:
|
JCP Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Managing Member
|
JCP Drawdown Partnership II, LP
|
|||
By:
|
JCP Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Managing Member
|
JCP Investment Partners, LP
|
|||
By:
|
JCP Investment Holdings, LLC
|
||
General Partner
|
|||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Sole Member
|
JCP Investment Holdings, LLC
|
|||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Sole Member
|
JCP Investment Management, LLC
|
|||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Managing Member
|
/s/ James C. Pappas
|
|
James C. Pappas
|