1
|
NAME OF REPORTING PERSON
Okumus Fund Management Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
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
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,289,727
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,289,727
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,289,727
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Okumus Opportunistic Value Fund, Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
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
British Virgin Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,289,727
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,289,727
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,289,727
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Ahmet H. Okumus
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
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
Republic of Turkey
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,289,727
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,289,727
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,289,727
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN, HC
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Okumus Opportunistic Value Fund, Ltd., a company established under the laws of the British Virgin Islands (“Opportunistic Value Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Okumus Fund Management Ltd., a Cayman Islands exempted company (“Okumus Fund Management”), as the investment manager of Opportunistic Value Fund; and
|
|
(iii)
|
Ahmet H. Okumus, as the President of Okumus Fund Management and a director of Opportunistic Value Fund.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Opportunistic Value Fund
|
|
(a)
|
As of the close of business on December 1, 2015, Opportunistic Value Fund beneficially owned 1,289,727 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,289,727
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,289,727
|
|
(c)
|
Opportunistic Value Fund has not entered into any transactions in the Shares during the past sixty days.
|
B.
|
Okumus Fund Management
|
|
(a)
|
Okumus Fund Management, as the investment manager of Opportunistic Value Fund, may be deemed the beneficial owner of the 1,289,727 Shares owned by Opportunistic Value Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,289,727
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,289,727
|
|
(c)
|
Okumus Fund Management has not entered into any transactions in the Shares during the past sixty days.
|
C.
|
Mr. Okumus
|
|
(a)
|
Mr. Okumus, as the President of Okumus Fund Management and a director of Opportunistic Value Fund, may be deemed the beneficial owner of the 1,289,727 Shares owned by Opportunistic Value Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,289,727
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,289,727
|
|
(c)
|
Mr. Okumus has not entered into any transactions in the Shares during the past sixty days.
|
|
(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 Okumus Opportunistic Value Fund, Ltd., Okumus Fund Management Ltd. and Ahmet H. Okumus, dated December 2, 2015.
|
Okumus Opportunistic Value Fund, Ltd.
|
|||
By:
|
/s/ Ahmet H. Okumus
|
||
Name:
|
Ahmet H. Okumus
|
||
Title:
|
Director
|
Okumus Fund Management Ltd.
|
|||
By:
|
/s/ Ahmet H. Okumus
|
||
Name:
|
Ahmet H. Okumus
|
||
Title:
|
President
|
/s/ Ahmet H. Okumus
|
|
Ahmet H. Okumus
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Ahmet Okumus
Director*
|
|||
David Cooper
Director
|
Attorney
|
Cumberland House
9th Floor
1 Victoria Street
P.O. Box HM 1561
Hamilton HM FX
Bermuda
|
Bermuda
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Ahmet Okumus
President and Director*
|
|||
Melis Okumus
Director
|
Company Director
|
767 3rd Avenue, 35th Floor
New York, New York 10017
|
Turkey
|
Okumus Opportunistic Value Fund, Ltd.
|
|||
By:
|
/s/ Ahmet H. Okumus
|
||
Name:
|
Ahmet H. Okumus
|
||
Title:
|
Director
|
Okumus Fund Management Ltd.
|
|||
By:
|
/s/ Ahmet H. Okumus
|
||
Name:
|
Ahmet H. Okumus
|
||
Title:
|
President
|
/s/ Ahmet H. Okumus
|
|
Ahmet H. Okumus
|