1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The D3 Family Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
447,173 common shares (1.38%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
447,173
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 447,173; for all reporting persons as a group, 1,608,442 shares (4.95%)
|
||
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)
For the reporting person listed on this page, 1.38%; for all reporting persons as a group 4.95%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The D3 Family Bulldog Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,079,870 common shares (3.33%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,079,870
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,079,870; for all reporting persons as a group, 1,608,442 shares (4.95%)
|
||
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)
For the reporting person listed on this page, 3.33%; for all reporting persons as a group, 4.95%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
The DIII Offshore Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
81,399 common shares (0.25%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
81,399
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 81,399; for all reporting persons as a group, 1,608,442 shares (4.95%)
|
||
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)
For the reporting person listed on this page, 0.25%; for all reporting persons as a group, 4.95%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,608,442 common shares (4.95%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,608,442
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,608,442; for all reporting persons as a group, 1,608,442 shares (4.95%)
|
||
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)
For the reporting person listed on this page, 4.95%; for all reporting persons as a group 4.95%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Offshore, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
81,399 common shares (0.25%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
81,399 common shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 81,399; for all reporting persons as a group, 1,608,442 shares (4.95%)
|
||
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)
For the reporting person listed on this page, 0.25%; for all reporting persons as a group, 4.95%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
David Nierenberg
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,608,442 common shares (4.95%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,608,442
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,608,442; for all reporting persons as a group, 1,608,442 shares (4.95%)
|
||
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)
For the reporting person listed on this page, 4.95%; for all reporting persons as a group, 4.95%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Portfolio
|
Trade Date
|
QTY
|
Price
|
D3 Family Bulldog Fund, LP
|
2/2/2017
|
28,344
|
7.09
|
D3 Family Fund, LP
|
2/2/2017
|
11,737
|
7.09
|
DIII Offshore Fund, LP
|
2/2/2017
|
2,137
|
7.09
|
D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P.
|
|
By: Nierenberg Investment Management Company, Inc.
|
|
February 6, 2017
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
|
|
February 6, 2017
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Company, Inc. |
|
February 6, 2017
|
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Offshore, Inc. |
|
February 6, 2017
|
By: /s/ David Nierenberg
David Nierenberg, President
|
February 6, 2017
|
/s/ David Nierenberg
David Nierenberg
|