Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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1
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NAME OF REPORTING PERSON
Whitebox Advisors LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☒
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
7,512,038 (See Item 2)
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9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
7,512,038 (See Item 2)
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,512,038 (See Item 2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
IA
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*
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Percent of class is calculated based on 45,506,173 shares of Common Stock issued and outstanding as of October 28, 2016 as reported in the Issuer's Form 10-Q filed on November 4, 2016, and 354,350 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership.
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1
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NAME OF REPORTING PERSON
Whitebox General Partner LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
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3
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SEC USE ONLY
|
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4
|
SOURCE OF FUNDS (See Instructions)
AF
|
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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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
7,512,038 (See Item 2)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
7,512,038 (See Item 2)
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,512,038 (See Item 2)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%*
|
|
14
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TYPE OF REPORTING PERSON (See Instructions)
IA
|
*
|
Percent of class is calculated based on 45,506,173 shares of Common Stock issued and outstanding as of October 28, 2016 as reported in the Issuer's Form 10-Q filed on November 4, 2016, and 354,350 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership.
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1
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NAME OF REPORTING PERSON
Whitebox Multi-Strategy Partners, L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
|
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3
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SEC USE ONLY
|
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4
|
SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
3,179,960 (See Item 2)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
3,179,960 (See Item 2)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,179,960 (See Item 2)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%*
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
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*
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Percent of class is calculated based on 45,506,173 shares of Common Stock issued and outstanding as of October 28, 2016 as reported in the Issuer's Form 10-Q filed on November 4, 2016, and 163,842 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership.
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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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Item 7. |
Material to Be Filed as Exhibits
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Exhibit No.
|
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Description
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99.35
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Schedule of Transactions in the Common Stock by the Reporting Persons
|
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99.36
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Amended and Restated Joint Filing Agreement, dated December 5, 2016, among the Reporting Persons.
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By:
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/s/ Mark Strefling
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|
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Mark Strefling
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|
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Chief Operating Officer
|
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By:
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/s/ Mark Strefling
|
|
|
Mark Strefling
|
|
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Whitebox Advisors LLC
Chief Operating Officer
|
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By:
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Whitebox General Partner, LLC
|
|
|
|
|
|
|
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By:
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/s/ Mark Strefling
|
|
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Mark Strefling
Whitebox Advisors LLC
Chief Operating Officer
|
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Date of Transaction
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Title of Class
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Number of Shares/Units Acquired
|
Number of Shares/Units Disposed
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Price Per Share/Unit
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10/6/2016
|
Common Stock
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N/A
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15,700
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$14.3
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10/6/2016
|
Common Stock
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N/A
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4,110
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$14.5068
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10/7/2016
|
Common Stock
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N/A
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27,000
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$14.25
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10/10/2016
|
Common Stock
|
N/A
|
5,887
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$14.15
|
11/16/2016
|
Common Stock
|
N/A
|
27,200
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$14.6703
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11/16/2016
|
Common Stock
|
N/A
|
26,500
|
$14.7245
|
11/17/2016
|
Common Stock
|
N/A
|
3,500
|
$14.7256
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11/17/2016
|
Common Stock
|
N/A
|
12,536
|
$14.7519
|
11/18/2016
|
Common Stock
|
N/A
|
25,800
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$14.525
|
11/18/2016
|
Common Stock
|
N/A
|
10,164
|
$14.527
|
11/30/2016
|
Common Stock
|
N/A
|
217,800
|
$14.7179
|
11/30/2016
|
Common Stock
|
N/A
|
33,947
|
$14.7527
|
11/30/2016
|
Common Stock
|
N/A
|
26,053
|
$14.7678
|
12/1/2016
|
Common Stock
|
N/A
|
68,300
|
$14.8465
|
12/1/2016
|
Common Stock
|
N/A
|
76,130
|
$14.8592
|
12/1/2016
|
Common Stock
|
N/A
|
62,800
|
$14.8714
|
12/2/2016
|
Common Stock
|
N/A
|
100,000
|
$15.0123
|
12/2/2016
|
Common Stock
|
N/A
|
31,692
|
$15.0264
|
12/2/2016
|
Common Stock
|
N/A
|
61,350
|
$15.0607
|
Date of Transaction
|
Title of Class
|
Number of Shares/Units Acquired
|
Number of Shares/Units Disposed
|
Price Per Share/Unit
|
10/6/2016
|
Common Stock
|
N/A
|
6,547
|
$14.3
|
10/6/2016
|
Common Stock
|
N/A
|
1,713
|
$14.5068
|
10/7/2016
|
Common Stock
|
N/A
|
11,259
|
$14.25
|
10/10/2016
|
Common Stock
|
N/A
|
2,454
|
$14.15
|
11/16/2016
|
Common Stock
|
N/A
|
11,059
|
$14.6703
|
11/16/2016
|
Common Stock
|
N/A
|
10,774
|
$14.7245
|
11/17/2016
|
Common Stock
|
N/A
|
1,422
|
$14.7256
|
11/17/2016
|
Common Stock
|
N/A
|
5,097
|
$14.7519
|
11/18/2016
|
Common Stock
|
N/A
|
1,730
|
$14.5270
|
11/18/2016
|
Common Stock
|
N/A
|
1,070
|
$14.5270
|
11/30/2016
|
Common Stock
|
N/A
|
88,551
|
$14.7179
|
11/30/2016
|
Common Stock
|
N/A
|
14,230
|
$14.7527
|
11/30/2016
|
Common Stock
|
N/A
|
10,164
|
$14.7678
|
12/1/2016
|
Common Stock
|
N/A
|
25,823
|
$14.8465
|
12/1/2016
|
Common Stock
|
N/A
|
28,783
|
$14.8592
|
12/1/2016
|
Common Stock
|
N/A
|
23,742
|
$14.8714
|
12/2/2016
|
Common Stock
|
N/A
|
37,808
|
$15.0123
|
12/2/2016
|
Common Stock
|
N/A
|
11,982
|
$15.0264
|
12/2/2016
|
Common Stock
|
N/A
|
23,263
|
$15.0607
|
By:
|
/s/ Mark Strefling
|
|
|
Mark Strefling
|
|
|
Chief Operating Officer
|
|
By:
|
/s/ Mark Strefling
|
|
|
Mark Strefling
|
|
|
Whitebox Advisors LLC
Chief Operating Officer
|
|
By:
|
Whitebox General Partner, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Mark Strefling
|
|
|
Mark Strefling
Whitebox Advisors LLC
Chief Operating Officer
|
|