1.
|
names of Reporting Persons
The D3 Family Fund, L.P.
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|||
2.
|
check the appropriate box if a member of a group
|
(a) [x]
(b) ☐
|
||
3.
|
sec use only
|
|||
4.
|
citizenship or place of organization
Washington
|
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NUMBER OF |
5.
|
sole voting power
0
|
||
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
195,174 common shares (1.4%)
|
||
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
||
WITH
|
8.
|
shared dispositive power
195,174
|
||
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 195,174; for all reporting persons as a group, 681,206 shares (5.0%)
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|||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
|||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 1.4%; for all reporting persons as a group, 5.0%
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|||
12.
|
type of Reporting Person PN
|
1.
|
names of Reporting Persons
The D3 Family Bulldog Fund, L.P.
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|||
2.
|
check the appropriate box if a member of a group
|
(a) [x]
(b) ☐
|
||
3.
|
sec use only
|
|||
4.
|
citizenship or place of organization
Washington
|
|||
NUMBER OF |
5.
|
sole voting power
0
|
||
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
452,483 common shares (3.3%)
|
||
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
||
WITH
|
8.
|
shared dispositive power
452,483
|
||
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 452,483; for all reporting persons as a group, 681,206 shares (5.0%)
|
|||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
|||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 3.3%; for all reporting persons as a group, 5.0%
|
|||
12.
|
type of Reporting Person PN
|
1.
|
names of Reporting Persons
The DIII Offshore Fund, L.P.
|
|||
2.
|
check the appropriate box if a member of a group
|
(a) [x]
(b) ☐
|
||
3.
|
sec use only
|
|||
4.
|
citizenship or place of organization
Bahamas
|
|||
NUMBER OF |
5.
|
sole voting power
0
|
||
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
33,549 common shares (less than 1%)
|
||
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
||
WITH
|
8.
|
shared dispositive power
33,549
|
||
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 33,549; for all reporting persons as a group, 681,206 shares (5.0%)
|
|||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
|||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, less than 1%; for all reporting persons as a group, 5.0%
|
|||
12.
|
type of Reporting Person PN
|
1.
|
names of Reporting Persons
Nierenberg Investment Management Company, Inc.
|
|||
2.
|
check the appropriate box if a member of a group
|
(a) [x]
(b) ☐
|
||
3.
|
sec use only
|
|||
4.
|
citizenship or place of organization
Washington
|
|||
NUMBER OF |
5.
|
sole voting power
0
|
||
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
681,206 common shares (5.0%)
|
||
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
||
WITH
|
8.
|
shared dispositive power
681,206
|
||
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 681,206; for all reporting persons as a group, 681,206 shares (5.0%)
|
|||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
|||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 5.0%; for all reporting persons as a group, 5.0%
|
|||
12.
|
type of Reporting Person CO
|
1.
|
names of Reporting Persons
Nierenberg Investment Management Offshore, Inc.
|
|||
2.
|
check the appropriate box if a member of a group
|
(a) [x]
(b) ☐
|
||
3.
|
sec use only
|
|||
4.
|
citizenship or place of organization
Bahamas
|
|||
NUMBER OF |
5.
|
sole voting power
0
|
||
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
33,549 common shares (less than 1%)
|
||
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
||
WITH
|
8.
|
shared dispositive power
33,549
|
||
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 33,549; for all reporting persons as a group, 681,206 shares (5.0%)
|
|||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
|||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, less than 1%; for all reporting persons as a group, 5.0%
|
|||
12.
|
type of Reporting Person CO
|
1.
|
names of Reporting Persons
David Nierenberg
|
|||
2.
|
check the appropriate box if a member of a group
|
(a) [x]
(b) ☐
|
||
3.
|
sec use only
|
|||
4.
|
citizenship or place of organization
United Stated of America
|
|||
NUMBER OF |
5.
|
sole voting power
0
|
||
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
681,206 common shares (5.0%)
|
||
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
||
WITH
|
8.
|
shared dispositive power
681,206
|
||
9.
|
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 681,206; for all reporting persons as a group, 681,206 shares (5.0%)
|
|||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ☐
|
|||
11.
|
percent of class represented by amount in row (9)
For the reporting person listed on this page, 5.0%; for all reporting persons as a group, 5.0%
|
|||
12.
|
type of Reporting Person IN
|
(b) |
Address of Issuer's Principal Executive Offices:
|
(a), (c) |
Name of Person Filing and Citizenship:
|
·
|
The D3 Family Fund, L.P., a Washington limited partnership (the "Family Fund");
|
·
|
The D3 Family Bulldog Fund, L.P., a Washington limited partnership (the "Bulldog Fund");
|
·
|
The DIII Offshore Fund, L.P., a Bahamas limited partnership (the "Offshore Fund");
|
·
|
Nierenberg Investment Management Company, Inc., a Washington corporation ("NIMCO") which is the sole general partner of the Family Fund and the Bulldog Fund;
|
·
|
Nierenberg Investment Management Offshore, Inc. ("NIMO"), which is a wholly-owned subsidiary of NIMCO and is the sole general partner of the Offshore Fund;
|
·
|
David Nierenberg, a United States citizen ("Mr. Nierenberg"), who is the President of each of the two general partners.
|
(b) |
Address of Principal Business Office or, if None, Residence:
|
(d) |
Title of Class of Securities: Common Stock
|
(e) |
CUSIP Number: 37364X109
|
Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: N/A
|
(a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
(b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | ☐ | 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); |
(j) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
(k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4. |
Ownership.
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification.
|
D3 Family Fund, L.P. and D3 Family Bulldog Fund, L.P.
|
|
By: Nierenberg Investment Management Company, Inc.
|
|
April 23, 2018
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
|
|
April 23, 2018
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Company, Inc. |
|
April 23, 2018
|
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Offshore, Inc. |
|
April 23, 2018
|
By: /s/ David Nierenberg
David Nierenberg, President
|
April 23, 2018
|
/s/ David Nierenberg
David Nierenberg
|
D3 Family Fund, L.P. and D3 Bulldog Fund, L.P.
|
|
By: Nierenberg Investment Management Company, Inc.
|
|
August 30, 2013
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
|
|
August 30, 2013
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Company, Inc. |
|
August 30, 2013
|
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Offshore, Inc. |
|
August 30, 2013
|
By: /s/ David Nierenberg
David Nierenberg, President
|
August 30, 2013
|
/s/ David Nierenberg
David Nierenberg
|