1
|
NAME OF REPORTING PERSON
JONATHAN M. COUCHMAN
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
13,563,578*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
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SOLE DISPOSITIVE POWER
13,563,578*
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||
10
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SHARED DISPOSITIVE POWER
- 0 -
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,563,578*
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||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.7%
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||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
COUCHMAN ADVISORS, INC.
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
NY
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
415,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
415,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
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||
14
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TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
COUCHMAN INVESTMENTS, LP
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
4,138,645
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,138,645
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,645
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1%
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||
14
|
TYPE OF REPORTING PERSON
PN
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Item 1.
|
Security and Issuer.
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Item 2.
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Identity and Background.
|
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(i)
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Jonathan M. Couchman;
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(ii)
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Couchman Advisors, Inc., a New York S-Corp., with respect to the Shares directly and beneficially owned by it (“Couchman Advisors”);
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(iii)
|
Couchman Investments, LP, a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it (“Couchman Investments”).
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
|
Purpose of Transaction.
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Item 5.
|
Interest in Securities of the Issuer.
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(A)
|
Jonathan M. Couchman
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(a)
|
As of the close of business on April 26, 2012, Mr. Couchman beneficially owns 13,563,578 Shares. Mr. Couchman’s ownership interest includes options to purchase 2,500,000 shares for $0.35 per share, granted to Mr. Couchman on April 26, 2012 and exercisable within 60 days as of the date hereof, as well as 415,000 and 4,138,465 shares held by Couchman Advisors and Couchman Investments respectively.
|
|
(b)
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1. Sole power to vote or direct vote: 13,563,578.
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 13,563,578.
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Couchman has not entered into any transactions in the Shares during the past 60 days.
|
(B)
|
Couchman Advisors, Inc.
|
|
(a)
|
As of the close of business on April 26, 2012, Couchman Advisors beneficially owns 415,000 Shares. Couchman Advisors exercises sole voting power over its Shares only and has no voting or investment authority with respect to the Shares held by Couchman Investments.
|
|
(b)
|
1. Sole power to vote or direct vote: 415,000.
|
|
2. Shared power to vote or direct vote: 0.
|
|
3. Sole power to dispose or direct the disposition: 415,000.
|
|
4. Shared power to dispose or direct the disposition: 0.
|
|
(c)
|
Couchman Advisors has not entered into any transactions in the Shares during the past 60 days.
|
(C)
|
Couchman Investments, LP
|
|
(a)
|
As of the close of business on April 26, 2012, Couchman Investments beneficially owns 4,138,645 Shares. Couchman Investments exercises sole voting power over its Shares only and has no voting or investment authority with respect to the Shares held by Couchman Advisors.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,138,645.
|
|
2. Shared power to vote or direct vote: 0.
|
|
3. Sole power to dispose or direct the disposition: 4,138,645.
|
|
4. Shared power to dispose or direct the disposition: 0.
|
|
(c)
|
Couchman Advisors has not entered into any transactions in the Shares during the past 60 days.
|
(D)
|
No person other than Mr. Couchman 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.
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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
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Dated: April 26, 2012
|
|
/s/ Jonathan M. Couchman
|
|
Jonathan M. Couchman
|
COUCHMAN ADVISORS, INC.
|
|||
By:
|
/s/ Jonathan M. Couchman
|
||
Name:
|
Jonathan M. Couchman
|
||
Title:
|
Authorized Signatory
|
COUCHMAN INVESTMENTS, LP
|
|||
By:
|
/s/ Jonathan M. Couchman
|
||
Name:
|
Jonathan M. Couchman
|
||
Title:
|
Authorized Signatory
|
/s/ Jonathan M. Couchman
|
|
Jonathan M. Couchman
|
COUCHMAN ADVISORS, INC.
|
|||
By:
|
/s/ Jonathan M. Couchman
|
||
Name:
|
Jonathan M. Couchman
|
||
Title:
|
Authorized Signatory
|
COUCHMAN INVESTMENTS, LP
|
|||
By:
|
/s/ Jonathan M. Couchman
|
||
Name:
|
Jonathan M. Couchman
|
||
Title:
|
Authorized Signatory
|