1
|
NAME OF REPORTING PERSON
Vertex Opportunities Fund, 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
- 0 -
|
|
8
|
SHARED VOTING POWER
399,837
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
399,837
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
399,837
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Vertex Special Opportunities Fund 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, 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
1,106,241*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,106,241*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,106,241*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Vertex Special Opportunities Fund III, 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
- 0 -
|
|
8
|
SHARED VOTING POWER
221,649
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
221,649
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,649
|
||
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
Vertex GP, 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
- 0 -
|
|
8
|
SHARED VOTING POWER
399,837
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
399,837
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
399,837
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Vertex Special Opportunities GP II, 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
- 0 -
|
|
8
|
SHARED VOTING POWER
1,106,241*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,106,241*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,106,241*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Vertex Special Opportunities GP III, 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
- 0 -
|
|
8
|
SHARED VOTING POWER
221,649
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
221,649
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,649
|
||
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
OO
|
1
|
NAME OF REPORTING PERSON
Vertex Capital Advisors, 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
- 0 -
|
|
8
|
SHARED VOTING POWER
1,727,727*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,727,727*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,727*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
Eric Singer
|
||
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
- 0 -
|
|
8
|
SHARED VOTING POWER
1,727,727*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,727,727*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,727*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Vertex Opportunities Fund, LP, a Delaware series limited partnership (“Vertex Opportunities”), with respect to the Shares directly and beneficially owned by it1;
|
|
(ii)
|
Vertex Special Opportunities II, LP, a Delaware limited partnership (“VSO II”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Vertex Special Opportunities Fund III, a Delaware limited partnership (“VSO III”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Vertex GP, LLC, a Delaware limited liability company (“Vertex GP”), as the general partner of Vertex Opportunities;
|
|
(v)
|
Vertex Special Opportunities GP II, LLC, a Delaware limited liability company (“VSO GP II”), as the general partner of VSO II;
|
|
(vi)
|
Vertex Special Opportunities GP III, LLC, a Delaware limited liability company (“VSO GP III”), as the general partner of VSO III;
|
|
(vii)
|
Vertex Capital Advisors, LLC, a Delaware limited liability company (“Vertex Capital”), as the investment manager of each of Vertex Opportunities, VSO II and VSO III; and
|
|
(viii)
|
Eric Singer, as managing member of each of Vertex GP, VSO GP II, VSO GP III and Vertex Capital.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Vertex Opportunities
|
|
(a)
|
As of the close of business on December 7, 2015, Vertex Opportunities beneficially owned 399,837 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 399,837
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 399,837
|
|
(c)
|
Vertex Opportunities has not entered into any transactions in the Shares since the filing of Amendment No. 3.
|
B.
|
VSO II
|
|
(a)
|
As of the close of business on December 7, 2015, VSO II beneficially owned 1,106,241 Shares, including 94,000 Shares underlying certain sold-short put options.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,106,241 (including 94,000 Shares underlying certain sold-short put options)
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,106,241 (including 94,000 Shares underlying certain sold-short put options)
|
|
(c)
|
The transactions in the Shares by VSO II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
VSO III
|
|
(a)
|
As of the close of business on December 7, 2015, VSO III beneficially owned 221,649 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 221,649
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 221,649
|
|
(c)
|
VSO III has not entered into any transactions in the Shares since the filing of the Amendment No. 3.
|
D.
|
Vertex GP
|
|
(a)
|
Vertex GP, as the general partner of Vertex Opportunities, may be deemed the beneficial owner of the 399,837 shares owned by Vertex Opportunities.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 399,837
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 399,837
|
|
(c)
|
Vertex GP has not entered into any transactions in the Shares since the filing of Amendment No. 3.
|
E.
|
VSO GP II
|
|
(a)
|
VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 1,106,241 shares owned by VSO II, including 94,000 Shares underlying certain sold-short put options.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,106,241 (including 94,000 Shares underlying certain sold-short put options)
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,106,241 (including 94,000 Shares underlying certain sold-short put options)
|
|
(c)
|
VSO GP II has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of VSO II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
VSO GP III
|
|
(a)
|
VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 221,649 shares owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 221,649
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 221,649
|
|
(c)
|
VSO GP III has not entered into any transactions in the Shares since the filing of Amendment No. 3.
|
G.
|
Vertex Capital
|
|
(a)
|
Vertex Capital, as the investment manager of Vertex Opportunities, VSO II and VSO III, may be deemed the beneficial owner of the (i) 399,837 Shares owned by Vertex Opportunities, (ii) 1,106,241 Shares owned by VSO II and (iii) 221,649 Shares held in the VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,727,727 (including 94,000 Shares underlying certain sold-short put options)
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,727,727 (including 94,000 Shares underlying certain sold-short put options)
|
|
(c)
|
Vertex Capital has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of VSO II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
|
H.
|
Eric Singer
|
|
(a)
|
Mr. Singer, as the managing member of Vertex GP, VSO GP II, VSO GP III and Vertex Capital, may be deemed the beneficial owner of the (i) 399,837 Shares owned by Vertex Opportunities, (ii) 1,106,241 Shares owned by VSO II and (iii) 221,649 Shares owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,727,727 (including 94,000 Shares underlying certain sold-short put options)
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,727,727 (including 94,000 Shares underlying certain sold-short put options)
|
|
(c)
|
Mr. Singer has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of VSO II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
|
Vertex Opportunities Fund, LP
|
|||
By:
|
Vertex GP, LLC
General Partner
|
||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex GP, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Special Opportunities Fund II, LP
|
|||
By:
|
Vertex Special Opportunities GP II, LLC
General Partner
|
||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Special Opportunities GP II, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Special Opportunities Fund III, LP
|
|||
By:
|
Vertex Special Opportunities GP III, LLC
General Partner
|
||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Special Opportunities GP III, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Capital Advisors, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
/s/ Eric Singer
|
|
Eric Singer
|
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Purchase of Common Stock
|
10,756
|
6.0695
|
11/12/2015
|
Purchase of Common Stock
|
90,000
|
6.4056
|
11/13/2015
|
Purchase of Common Stock
|
400
|
6.5175
|
11/16/2015
|
Purchase of Common Stock
|
20,396
|
6.4109
|
11/18/2015
|
Purchase of Common Stock
|
35,803
|
6.4560
|
11/20/2015
|
Purchase of Common Stock
|
10,300
|
6.3272
|
11/23/2015
|
Purchase of Common Stock
|
103,934
|
6.2252
|
12/04/2015
|