1
|
NAME OF REPORTING PERSON
Raging Capital Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
2,019,442
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,019,442
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,019,442
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
William C. Martin
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,019,442
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,019,442
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,019,442
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
14
|
TYPE OF REPORTING PERSON
HC
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and between Raging Capital Management, LLC and William C. Martin, dated October 6, 2016.
|
Dated: October 6, 2016
|
Raging Capital Management, LLC
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Chief Financial Officer
|
/s/ Frederick C. Wasch
|
|
Frederick C. Wasch as attorney-in-fact for William C. Martin
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
William C. Martin,
Chairman, Chief Investment Officer
and Managing Member
|
Chairman, Chief Investment
Officer and Managing Member
of Raging Capital Management, LLC
|
c/o Raging Capital Management, LLC
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
|
Frederick C. Wasch,
Chief Financial Officer
|
Chief Financial Officer
of Raging Capital Management, LLC
|
c/o Raging Capital Management, LLC
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
|
Class of
Security
|
Shares Purchased
|
Price ($)
|
Date of
Purchase
|
Common Stock
|
111,500
|
15.7356
|
08/04/2016
|
Common Stock
|
71,495
|
15.6436
|
08/04/2016
|
Common Stock
|
88,506
|
16.0019
|
08/05/2016
|
Common Stock
|
75,000
|
15.9917
|
08/05/2016
|
Common Stock
|
31,494
|
15.9823
|
08/08/2016
|
Common Stock
|
89,400
|
15.6476
|
08/09/2016
|
Common Stock
|
17,315
|
15.5981
|
08/09/2016
|
Common Stock
|
14,000
|
15.7000
|
08/10/2016
|
Common Stock
|
64,300
|
15.3457
|
08/11/2016
|
Common Stock
|
11,100
|
15.3863
|
08/12/2016
|
Common Stock
|
61,796
|
15.6599
|
08/15/2016
|
Common Stock
|
9,505
|
15.6172
|
08/15/2016
|
Common Stock
|
113,900
|
15.6596
|
08/16/2016
|
Common Stock
|
93,090
|
15.4550
|
08/17/2016
|
Common Stock
|
98,400
|
15.5010
|
08/18/2016
|
Common Stock
|
29,872
|
15.4922
|
08/19/2016
|
Common Stock
|
35,000
|
15.4589
|
08/22/2016
|
Common Stock
|
35,030
|
15.6134
|
08/23/2016
|
Common Stock
|
70,000
|
15.4525
|
08/24/2016
|
Common Stock
|
15,000
|
15.3800
|
08/24/2016
|
Common Stock
|
33,900
|
15.3870
|
08/25/2016
|
Common Stock
|
7,000
|
15.4800
|
08/25/2016
|
Common Stock
|
14,505
|
15.3623
|
08/26/2016
|
Common Stock
|
14,100
|
15.4200
|
08/26/2016
|
Common Stock
|
83,000
|
15.5616
|
08/29/2016
|
Common Stock
|
37,128
|
15.5411
|
08/30/2016
|
Common Stock
|
24,733
|
15.4873
|
08/31/2016
|
Common Stock
|
24,434
|
15.5411
|
09/01/2016
|
Common Stock
|
50,000
|
15.5500
|
09/01/2016
|
Common Stock
|
40,500
|
15.4599
|
09/02/2016
|
Common Stock
|
10,715
|
15.3492
|
09/06/2016
|
Common Stock
|
75,000
|
15.7190
|
09/07/2016
|
Common Stock
|
10,000
|
15.5000
|
09/07/2016
|
Common Stock
|
17,233
|
15.6118
|
09/08/2016
|
Common Stock
|
102,230
|
15.0377
|
09/09/2016
|
Common Stock
|
35,344
|
14.9544
|
09/12/2016
|
Common Stock
|
39,000
|
14.5762
|
09/13/2016
|
Common Stock
|
45,152
|
14.5800
|
09/14/2016
|
Common Stock
|
32,531
|
14.2761
|
09/16/2016
|
Common Stock
|
6,799
|
14.0831
|
09/27/2016
|
Common Stock
|
12,901
|
14.0764
|
09/28/2016
|
Common Stock
|
14,671
|
14.0620
|
09/29/2016
|
Common Stock
|
10,994
|
14.0495
|
09/30/2016
|
Common Stock
|
11,140
|
14.0458
|
10/03/2016
|
Common Stock
|
18,260
|
14.0123
|
10/04/2016
|
Dated: October 6, 2016
|
Raging Capital Management, LLC
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Chief Financial Officer
|
/s/ Frederick C. Wasch
|
|
Frederick C. Wasch as attorney-in-fact for William C. Martin
|