CUSIP No. 06985P209
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1
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NAME OF REPORTING PERSONS
Prescott Group Capital Management, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,950,548
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,950,548
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,950,548
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%**
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12
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TYPE OF REPORTING PERSON*
IA
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 06985P209
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1
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NAME OF REPORTING PERSONS
Prescott Group Aggressive Small Cap, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,366,646 |
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,366,646
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,366,646
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%**
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12
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TYPE OF REPORTING PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 06985P209
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|
|
1
|
|
NAME OF REPORTING PERSONS
Prescott Group Aggressive Small Cap II, L.P.
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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|
5
|
|
SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,366,646 |
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
1,366,646
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,366,646
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||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%**
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||||
12
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TYPE OF REPORTING PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 06985P209
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1
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NAME OF REPORTING PERSONS
Prescott Group Aggressive Small Cap Master Fund, G.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,366,646 |
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,366,646
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,366,646
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||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%**
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12
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TYPE OF REPORTING PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 06985P209
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1
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NAME OF REPORTING PERSONS
Phil Frohlich
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
2,490,048
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6
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SHARED VOTING POWER
0 |
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7
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SOLE DISPOSITIVE POWER
2,490,048
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,490,048
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%**
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12
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TYPE OF REPORTING PERSON*
IN, HC
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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Item 1(a)
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Name of Issuer.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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Item 2(a)
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Name of Person Filing.
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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Item 2(c)
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Citizenship or Place of Organization.
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Item 2(d)
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Title of Class of Securities.
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Item 2(e)
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CUSIP Number.
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Item 3
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Reporting Person.
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____.
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Item 4
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Ownership.
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(a)
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Prescott Capital is the beneficial owner of 1,950,548 shares of Common Stock. The Small Cap Funds and the Master Fund are the beneficial owners of 1,366,646 shares of Common Stock. Mr. Phil Frohlich is the beneficial owner of 2,490,048
shares of Common Stock.
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(b)
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Prescott Capital is the beneficial owner of 7.8% of the outstanding shares of Common Stock. The Small Cap Funds and the Master Fund are the beneficial owners of 5.5% of the outstanding shares of Common Stock. Mr. Phil Frohlich is the
beneficial owner of 9.9% of the outstanding shares of Common Stock. These percentages are determined by dividing the number of shares of Common Stock beneficially owned by each of the Reporting Persons by 24,946,685, the number of shares of
Common Stock outstanding as of October 31, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019.
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(c)
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Prescott Capital, as the general partner and investment manager of the Small Cap Funds, the general partners of the Master Fund, may direct the Small Cap Funds to direct the voting and disposition of the 1,366,646 shares of Common Stock
held by the Master Fund. Prescott Capital, as the general partner and investment manager of the Prescott Account, may direct the voting and disposition of the 583,902 shares of Common Stock held by the Prescott Account. As the principal of
Prescott Capital, Mr. Phil Frohlich may direct the voting and disposition of the (i) 1,366,646 shares of Common Stock held by the Master Fund and the (ii) 583,902 shares of Common Stock held by the Prescott Account. Mr. Phil Frohlich may
direct the voting and disposition of the 539,500 shares of Common Stock held by him individually.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Item 8
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Identification and Classification of Members of the Group.
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Item 9
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Notice of Dissolution of Group.
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Item 10
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Certification.
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Prescott Group Capital Management, L.L.C.
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap II, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member |
Prescott Group Aggressive Small Cap Master Fund, G.P.
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By:
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Prescott Group Aggressive Small Cap, L.P.,
general partner
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By:
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Prescott Group Aggressive Small Cap II, L.P.,
general partner
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By: |
Prescott Group Capital Management, L.L.C.,
general partner
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By: |
/s/ Phil Frohlich |
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PHIL FROHLICH, Managing Member |
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/s/ Phil Frohlich |
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Phil Frohlich |
99.1
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Joint Filing Agreement, dated as of January 21, 2020, by and among Prescott Group Capital Management, L.L.C., Prescott Group Aggressive Small Cap, L.P., Prescott Group Aggressive Small Cap II, L.P., Prescott Group Aggressive Small Cap
Master Fund, G.P. and Mr. Phil Frohlich.
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Prescott Group Capital Management, L.L.C.
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap II, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member |
Prescott Group Aggressive Small Cap Master Fund, G.P.
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By:
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Prescott Group Aggressive Small Cap, L.P.,
general partner
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By:
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Prescott Group Aggressive Small Cap II, L.P.,
general partner
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By: |
Prescott Group Capital Management, L.L.C.,
general partner
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By: |
/s/ Phil Frohlich |
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PHIL FROHLICH, Managing Member |
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/s/ Phil Frohlich |
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Phil Frohlich |