1
|
NAME OF REPORTING PERSON
JONATHAN M. COUCHMAN
|
||
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
UNITED STATES
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
3,301,427*
|
|
8
|
SHARED VOTING POWER
415,000
|
||
9
|
SOLE DISPOSITIVE POWER
3,301,427*
|
||
10
|
SHARED DISPOSITIVE POWER
10,262,151
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,563,578*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.7%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
COUCHMAN ADVISORS, INC.
|
||
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
NEW YORK
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
415,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
10,262,151
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,262,151
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
COUCHMAN CAPITAL LLC
|
||
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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
9,847,151
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,847,151
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
COUCHMAN INVESTMENTS, LP
|
||
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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
9,847,151
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
9,847,151
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,847,151
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
Item 2.
|
Identity and Background.
|
|
Item 2 is hereby amended and restated to read as follows:
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Couchman Investments, LP, a Delaware limited partnership (“Couchman Investments”);
|
|
(ii)
|
Couchman Capital LLC, a Delaware limited liability company and the general partner of Couchman Investments (“Couchman Capital”);
|
|
(iii)
|
Couchman Advisors, Inc., a New York S-Corp. and the sole member of Couchman Capital (“Couchman Advisors”); and
|
|
(iv)
|
Jonathan M. Couchman, the sole principal and stockholder of Couchman Advisors.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
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 Couchman Investments, LP, Couchman Capital LLC, Couchman Advisors, Inc. and Jonathan M. Couchman, dated January 16, 2013.
|
Dated: January 16, 2013
|
|
/s/ Jonathan M. Couchman
|
|
JONATHAN M. COUCHMAN
|
COUCHMAN ADVISORS, INC.
|
|||
By:
|
/s/ Jonathan M. Couchman
|
||
Name:
|
Jonathan M. Couchman
|
||
Title:
|
President
|
COUCHMAN CAPITAL LLC
|
|||
By:
|
/s/ Jonathan M. Couchman
|
||
Name:
|
Jonathan M. Couchman
|
||
Title:
|
Managing Member
|
COUCHMAN INVESTMENTS, LP
|
|||
By:
|
Couchman Capital LLC
its General Partner
|
||
By:
|
/s/ Jonathan M. Couchman
|
||
Name:
|
Jonathan M. Couchman
|
||
Title:
|
Managing Member
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
||
Adam W. Finerman, Administrative General Partner
|
Attorney, Olshan Frome Wolosky LLP
|
c/o Olshan Frome Wolosky LLP
65 East 55th St
New York, NY 10022
|
||
The Couchman Family 2012 Delaware Trust, majority member
|
The Couchman Trust is a trust established for the benefit of family members of Jonathan M. Couchman and the holder of a majority of the membership interests of Couchman Investments.
|
c/o Laura Barone
Wilmington Trust
1105 North Market Street
Wilmington, DE 19890
|
Name
|
Number of Shares Directly Owned
|
Percentage
|
Aggregate Cost
|
Adam W. Finerman
|
408,217
|
1.7%
|
N/A1
|
Dated: January 16, 2013
|
|
/s/ Jonathan M. Couchman
|
|
JONATHAN M. COUCHMAN
|
COUCHMAN ADVISORS, INC.
|
|||
By:
|
/s/ Jonathan M. Couchman
|
||
Name:
|
Jonathan M. Couchman
|
||
Title:
|
President
|
COUCHMAN CAPITAL LLC
|
|||
By:
|
/s/ Jonathan M. Couchman
|
||
Name:
|
Jonathan M. Couchman
|
||
Title:
|
Managing Member
|
COUCHMAN INVESTMENTS, LP
|
|||
By:
|
Couchman Capital LLC
its General Partner
|
||
By:
|
/s/ Jonathan M. Couchman
|
||
Name:
|
Jonathan M. Couchman
|
||
Title:
|
Managing Member
|