1
|
NAME OF REPORTING PERSON
AO Partners I, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☒
(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
Delaware
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
883,557
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
883,557
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,557
|
|||
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)
30.3%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAME OF REPORTING PERSON
AO Partners, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☒
(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
Delaware
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
883,557
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
883,557
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,557
|
|||
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)
30.3%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAME OF REPORTING PERSON
Nicholas J. Swenson
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☒
(b) ☐ |
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|||
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
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
157,899(1)
|
||
8
|
SHARED VOTING POWER
1,106,664
|
|||
9
|
SOLE DISPOSITIVE POWER
157,899(1)
|
|||
10
|
SHARED DISPOSITIVE POWER
1,106,664
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,264,563
|
|||
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)
43.4%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAME OF REPORTING PERSON
Groveland Capital, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☒
(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
Delaware
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
53,301
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
53,301
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,301
|
|||
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)
1.8%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAME OF REPORTING PERSON
Groveland DST, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☒
(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
South Dakota
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
169,806
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
169,806
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,806
|
|||
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)
5.8%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAME OF REPORTING PERSON
Glenhurst Co.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☒
(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
Minnesota
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
94,938
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
94,938
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,938
|
|||
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)
3.3%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
Item 2. |
Identity and Background.
|
• |
AO Partners I, L.P., a Delaware limited partnership (“AO Partners Fund”).
|
• |
AO Partners, LLC, a Delaware limited liability company and General Partner of AO Partners (“AO Partners”).
|
• |
Groveland Capital LLC, a Delaware limited liability company and registered investment adviser (“Groveland Capital”).
|
• |
Groveland DST, LLC, a South Dakota limited liability company (“Groveland DST”).
Nicholas J. Swenson is the sole Managing Member and President of Groveland DST, LLC.
|
• |
Glenhurst Co., a Minnesota corporation (“Glenhurst”). Glenhurst is wholly owned by Nicholas J. Swenson.
|
• |
Nicholas J. Swenson as the Managing Member of AO Partners, Groveland Capital and Groveland DST; as the sole owner of Glenhurst; and as an individual beneficially
owning shares of Common Stock in his own name.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interests in Securities of the Issuer.
|
Name
|
Shares of Common Stock Beneficially Owned
|
Percentage of Shares of Common Stock Beneficially Owned
|
AO Partners Fund
|
883,557
|
30.3%
|
AO Partners (1)
|
883,557
|
30.3%
|
Groveland Capital (2)
|
53,301
|
1.8%
|
Groveland DST (3)
|
169,806
|
5.8%
|
Glenhurst Co. (4)
|
94,938
|
3.3%
|
Nicholas J. Swenson (5)
|
1,264,563
|
43.4%
|
(1) |
AO Partners is the General Partner of AO Partners Fund and, as General Partner, has voting and dispositive power with regard to the shares of Common Stock held by
AO Partners Fund. Because Mr. Swenson is the Managing Member of AO Partners, he has the power to direct the affairs of AO Partners. Therefore, AO Partners may be deemed to share with Mr. Swenson voting and dispositive power with regard
to the shares of Common Stock held by AO Partners Fund.
|
(2) |
Because Mr. Swenson is the Managing Member of Groveland Capital, he has the power to direct the affairs of Groveland Capital, including the voting and disposition
of shares of Common Stock held in the name of Groveland Capital.
|
(3) |
Because Mr. Swenson is the Managing Member and President of Groveland DST, he has the power to direct the affairs of Groveland DST, including the voting and
disposition of shares of Common Stock held in the name of Groveland DST.
|
(4) |
Because Mr. Swenson is the sole owner of Glenhurst, he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares of Common
Stock held in the name of Glenhurst.
|
(5) |
Because Mr. Swenson is the Managing Member of AO Partners, the General Partner of AO Partners Fund, he has the power to direct the affairs of AO Partners Fund,
including the voting and disposition of shares of Common Stock held in the name of AO Partners Fund. Because Mr. Swenson is the Managing Member of Groveland Capital, he has the power to direct the affairs of Groveland Capital, including
the voting and disposition of shares of Common Stock held in the name of Groveland Capital. Because Mr. Swenson is the Managing Member and President of Groveland DST, he has the power to direct the affairs of Groveland DST, including the
voting and disposition of shares of Common Stock held in the name of Groveland DST. Because Mr. Swenson is the sole owner of Glenhurst, he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares
of Common Stock held in the name of Glenhurst. Therefore, Mr. Swenson is deemed to share voting and dispositive power with AO Partners Fund Groveland Capital, Groveland DST and Glenhurst with regard to those shares of Common Stock. The
Issuer granted Mr. Swenson stock options for 2,500 shares for his service on the Issuer’s board of directors.
|
Name
|
Trade Date
|
Number of Shares Purchased
|
Price Per Share
|
Where and How Transaction was Effected
|
Glenhurst Co.
|
3/19/2020
|
7,498
|
$10.50
|
Open Market Purchase
|
A.O. Partners
|
3/23/2020
|
2,862
|
$11.95
|
Open Market Purchase
|
Exhibit No.
|
Description
|
1
|
Joint Filing Agreement.
|
2
|
March 30, 2012 Letter from Nick Swenson to the Chairman and Chief Executive Officer of the Issuer.*
|
3
|
April 4, 2013 Email from Nick Swenson to the Lead Director of the Issuer.*
|
4
|
April 25, 2013 Letter from Nick Swenson to the Lead Independent Director of the Issuer.*
|
5
|
May 6, 2013 Letter from Nick Swenson to the Lead Independent Director of the Issuer.*
|
6
|
Nomination Letter dated as of May 2, 2013 (submitted May 7, 2013).*
|
7
|
May 22, 2013 Letter from Nick Swenson to the Lead Independent Director of the Issuer.*
|
8
|
Supplemented Nomination Letter dated as of May 28, 2013.*
|
9
|
Settlement Agreement, dated June 12, 2013, among the Reporting Parties and the Issuer.*
|
* Previously filed
|
AO PARTNERS I, L.P.
By: AO PARTNERS, LLC
General Partner
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
AO PARTNERS, LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
GROVELAND CAPITAL LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
GROVELAND DST, LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
GLENHURST CO.
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Sole Owner
|
|
/s/ Nicholas J. Swenson
Nicholas J. Swenson
|
AO PARTNERS I, L.P.
By: AO PARTNERS, LLC
General Partner
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
AO PARTNERS, LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
GROVELAND CAPITAL LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
GROVELAND DST, LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
GLENHURST CO.
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Sole Owner
|
|
/s/ Nicholas J. Swenson
Nicholas J. Swenson
|