1
|
NAME OF REPORTING PERSON
ACTIVE VALUE INVESTMENTS SPECIAL HOLDINGS FUND I, 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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,511,595
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,511,595
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,511,595
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
ALARA CAPITAL AVI FUND, 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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,511,595
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,511,595
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,511,595
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
AVI CAPITAL 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
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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
42,175
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
42,175
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,175
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
AVI PARTNERS, 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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
42,175
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
42,175
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,175
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
AVI 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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,553,770
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,553,770
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,553,770
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
DARREN C. WALLIS
|
||
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,553,770
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,553,770
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,553,770
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Active Value Investments Special Holdings Fund I, LP, a Delaware limited partnership (“SHF I LP”), with respect to the Shares directly owned by it;
|
|
(ii)
|
Alara Capital AVI Fund, LLC, a Delaware limited liability company ("AVI Fund"), as the general partner of SHF I LP;
|
|
(iii)
|
AVI Capital Partners, LP, a Delaware limited partnership (“AVI LP”), with respect to the Shares directly owned by it;
|
|
(iv)
|
AVI Partners, LLC, a Delaware limited liability company (“AVI Partners”), as the general partner of AVI LP;
|
|
(v)
|
AVI Management, LLC, a Delaware limited liability company (“AVI Management”), as the investment manager of each of SHF I LP and AVI LP; and
|
|
(vi)
|
Darren C. Wallis, as a managing member of AVI Management.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
SHF I LP
|
|
(a)
|
As of the close of business on March 25, 2014, SHF I LP beneficially owned 1,511,595 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,511,595
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,511,595
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by SHF I LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
AVI Fund
|
|
(a)
|
AVI Fund, as the general partner of SHF I LP, may be deemed to beneficially own the 1,511,595 Shares owned by SHF I LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,511,595
|
|
2. Shared power to vote or direct vote0:
|
|
3. Sole power to dispose or direct the disposition: 1,511,595
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
AVI Fund has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of SHF I LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
AVI LP
|
|
(a)
|
As of the close of business on March 25, 2014, AVI LP beneficially owned 42,175 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 42,175
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 42,175
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
AVI LP has not entered into any transactions in the Shares during the past sixty days.
|
D.
|
AVI Partners
|
|
(a)
|
AVI Partners, as the general partner of AVI LP, may be deemed to beneficially own the 42,175 Shares owned by AVI LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 42,175
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 42,175
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
AVI Partners has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
AVI Management, as the investment manager of each of SHF I LP and AVI LP, may be deemed to beneficially own the 1,553,770 Shares owned in the aggregate by SHF I LP and AVI LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,553,770
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,553,770
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
AVI Management has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of SHF I LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Mr. Wallis
|
|
(a)
|
Mr. Wallis, as a managing member of AVI Management, may be deemed to beneficially own the 1,553,770 Shares owned in the aggregate by SHF I LP and AVI LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,553,770
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,553,770
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Wallis has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of SHF I LP during the past sixty 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 Active Value Investments Special Holdings Fund I, LP, Alara Capital AVI Fund, LLC, AVI Capital Partners, LP, AVI Partners, LLC, AVI Management, LLC, and Darren C. Wallis, dated March 25, 2014.
|
Dated: March 25, 2014
|
ACTIVE VALUE INVESTMENTS SPECIAL HOLDINGS FUND I, LP
|
||
By:
|
AVI Management, LLC,
its investment manager
|
||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Member
|
ALARA CAPITAL AVI FUND, LLC
|
|||
By:
|
AVI Management, LLC,
investment manager of its limited partner
|
||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Member
|
AVI CAPITAL PARTNERS, LP
|
||||
By:
|
AVI Partners, LLC,
its general partner
|
By:
|
/s/ Darren C. Wallis
|
|||
Name:
|
Darren C. Wallis
|
|||
Title:
|
Managing Partner
|
AVI PARTNERS, LLC
|
|||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
AVI MANAGEMENT, LLC
|
|||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Member
|
/s/ Darren C. Wallis
|
|
DARREN C. WALLIS
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/(Sale)
|
65,000
|
6.5855
|
01/27/2014
|
12,500
|
6.3740
|
01/28/2014
|
53,458
|
6.6738
|
01/29/2014
|
32,700
|
6.5621
|
01/29/2014
|
19,000
|
6.8689
|
01/30/2014
|
6,100
|
7.0354
|
01/31/2014
|
50,000
|
7.1323
|
02/04/2014
|
57,526
|
7.1483
|
02/04/2014
|
37,405
|
7.1227
|
02/05/2014
|
43,366
|
7.1589
|
02/06/2014
|
31,828
|
7.1368
|
02/07/2014
|
28,395
|
7.1232
|
02/10/2014
|
42,813
|
7.1226
|
02/11/2014
|
20,400
|
7.1385
|
02/13/2014
|
19,000
|
6.8789
|
03/20/2014
|
34,000
|
7.2287
|
03/24/2014
|
45,000 | 7.2112 | 03/25/2014 |
Dated: March 25, 2014
|
ACTIVE VALUE INVESTMENTS SPECIAL HOLDINGS FUND I, LP
|
||
By:
|
AVI Management, LLC,
its investment manager
|
||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Member
|
ALARA CAPITAL AVI FUND, LLC
|
|||
By:
|
AVI Management, LLC,
investment manager of its limited partner
|
||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Member
|
AVI CAPITAL PARTNERS, LP
|
||||
By:
|
AVI Partners, LLC,
its general partner
|
By:
|
/s/ Darren C. Wallis
|
|||
Name:
|
Darren C. Wallis
|
|||
Title:
|
Managing Partner
|
AVI PARTNERS, LLC
|
|||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
AVI MANAGEMENT, LLC
|
|||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Member
|
/s/ Darren C. Wallis
|
|
DARREN C. WALLIS
|