1
|
NAME OF REPORTING PERSONS
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
425,783
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
425,783
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,783
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
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
811,888
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
811,888
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,888
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
Benedict Value 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
39,624
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
39,624
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,624
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
Haredale Ltd.
|
||
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
40,667
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
40,667
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,667
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
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)
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
1,317,962
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,317,962
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,317,962
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
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
1,317,962
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,317,962
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,317,962
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Fund
|
Transaction Date
|
Shares Bought
|
Price
|
D3 Family Fund LP
|
8/31/2020
|
4,460
|
7.08
|
D3 Family Bulldog Fund LP
|
8/31/2020
|
8,929
|
7.08
|
Haredale Ltd
|
8/31/2020
|
413
|
7.08
|
D3 Family Fund LP
|
10/12/2020
|
2,876
|
6.67
|
D3 Family Bulldog Fund LP
|
10/12/2020
|
21,793
|
6.67
|
Haredale Ltd
|
10/12/2020
|
2,331
|
6.67
|
D3 Family Fund LP
|
10/13/2020
|
3,110
|
6.60
|
D3 Family Bulldog Fund LP
|
10/13/2020
|
1,739
|
6.60
|
D3 Family Fund LP
|
10/14/2020
|
5,146
|
6.63
|
D3 Family Bulldog Fund LP
|
10/14/2020
|
10,122
|
6.63
|
Haredale Ltd
|
10/14/2020
|
99
|
6.63
|
D3 Family Fund LP
|
10/15/2020
|
1,493
|
6.60
|
Haredale Ltd
|
10/15/2020
|
50
|
6.60
|
D3 Family Fund LP
|
10/19/2020
|
27,005
|
6.52
|
D3 Family Bulldog Fund LP
|
10/19/2020
|
11,610
|
6.52
|
Haredale Ltd
|
10/19/2020
|
2,185
|
6.52
|
D3 Family Fund LP
|
10/20/2020
|
11,658
|
6.50
|
D3 Family Bulldog Fund LP
|
10/20/2020
|
22,230
|
6.50
|
Haredale Ltd
|
10/20/2020
|
1,112
|
6.50
|
D3 Family Fund LP
|
10/21/2020
|
52,729
|
6.47
|
D3 Family Bulldog Fund LP
|
10/21/2020
|
100,545
|
6.47
|
Haredale Ltd
|
10/21/2020
|
5,036
|
6.47
|
D3 Family Fund LP
|
10/22/2020
|
234
|
6.52
|
D3 Family Bulldog Fund LP
|
10/22/2020
|
444
|
6.52
|
Haredale Ltd
|
10/22/2020
|
22
|
6.52
|
D3 Family Fund LP
|
10/26/2020
|
833
|
6.46
|
D3 Family Bulldog Fund LP
|
10/26/2020
|
1,588
|
6.46
|
Haredale Ltd
|
10/26/2020
|
79
|
6.46
|
D3 Family Fund LP
|
10/27/2020
|
1,376
|
6.40
|
D3 Family Bulldog Fund LP
|
10/27/2020
|
2,623
|
6.40
|
Haredale Ltd
|
10/27/2020
|
132
|
6.40
|
D3 Family Fund LP
|
10/28/2020
|
466
|
6.29
|
D3 Family Bulldog Fund LP
|
10/28/2020
|
889
|
6.29
|
Haredale Ltd
|
10/28/2020
|
45
|
6.29
|
D3 Family Fund LP
|
10/29/2020
|
1,103
|
6.38
|
D3 Family Bulldog Fund LP
|
10/29/2020
|
2,104
|
6.38
|
Haredale Ltd
|
10/29/2020
|
105
|
6.38
|
Exhibit 99.1 |
Joint Filing Agreement to Schedule 13D-G by and among D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P., Benedict Value Fund, L.P., Haredale Ltd., Nierenberg Investment Management Company, Inc. and David
Nierenberg, dated as of October 30, 2020.
|
D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P., Benedict Value Fund, L.P.
|
||
By:
|
Nierenberg Investment Management Company, Inc.
|
|
Its:
|
General Partner
|
|
October 30, 2020
|
By:
|
/s/ David Nierenberg
|
David Nierenberg, President
|
Haredale Ltd.
|
||
By:
|
Nierenberg Investment Management Company, Inc.
|
|
Its:
|
Investment Manager
|
|
October 30, 2020
|
By:
|
/s/ David Nierenberg
|
David Nierenberg, President
|
Nierenberg Investment Management Company, Inc.
|
||
October 30, 2020
|
By:
|
/s/ David Nierenberg
|
David Nierenberg, President
|
October 30, 2020
|
/s/ David Nierenberg
|
David Nierenberg, President
|
D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P., Benedict Value Fund, L.P.
|
||
By:
|
Nierenberg Investment Management Company, Inc.
|
|
Its:
|
General Partner
|
|
October 30, 2020
|
By:
|
/s/ David Nierenberg
|
David Nierenberg, President
|
Haredale Ltd.
|
||
By:
|
Nierenberg Investment Management Company, Inc.
|
|
Its:
|
Investment Manager
|
|
October 30, 2020
|
By:
|
/s/ David Nierenberg
|
David Nierenberg, President
|
Nierenberg Investment Management Company, Inc.
|
||
October 30, 2020
|
By:
|
/s/ David Nierenberg
|
David Nierenberg, President
|
October 30, 2020
|
/s/ David Nierenberg
|
David Nierenberg, President
|