1
|
NAME OF REPORTING PERSON
SIMCOE 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
2,600,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,600,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
SIMCOE PARTNERS, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
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
2,324,663
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,324,663
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,324,663
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
SIMCOE MANAGEMENT COMPANY, 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
2,324,663
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,324,663
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,324,663
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
SDR PARTNERS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
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
119,031
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
119,031
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,031
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
JEFFREY JACOBOWITZ
|
||
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
2,600,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,600,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Simcoe Partners, L.P., a Delaware limited partnership (“Simcoe Partners”);
|
|
(ii)
|
Simcoe Management Company, LLC, a Delaware limited liability company (“Simcoe Management”), which serves as the general partner of Simcoe Partners;
|
|
(iii)
|
SDR Partners, LLC, a Delaware limited liability company (“SDR Partners”);
|
|
(iv)
|
Simcoe Capital Management, LLC, a Delaware limited liability company (“Simcoe Capital”), which serves as the investment manager to each of Simcoe Partners, SDR Partners and certain managed accounts (the “Managed Accounts”); and
|
|
(v)
|
Jeffrey Jacobowitz, who serves as the Managing Member of each of Simcoe Management and Simcoe Capital.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Simcoe Partners
|
|
(a)
|
As of the date hereof, Simcoe Partners directly owned 2,324,663 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,324,663
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,324,663
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Simcoe Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Simcoe Management
|
|
(a)
|
Simcoe Management, as the general partner of Simcoe Partners, may be deemed the beneficial owner of the 2,324,663 Shares owned by Simcoe Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,324,663
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,324,663
|
|
(c)
|
Simcoe Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Simcoe Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
SDR Partners
|
|
(a)
|
As of the date hereof, SDR Partners directly owned 119,031 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 119,031
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 119,031
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by SDR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Simcoe Capital
|
|
(a)
|
As of the date hereof, 156,306 Shares were held in the Managed Accounts. Simcoe Capital, as the investment manager to each of Simcoe Partners, SDR Partners and the Managed Accounts, may be deemed the beneficial owner of the (i) 2,324,663 Shares owned by Simcoe Partners, (ii) 119,031 Shares owned by SDR Partners and (iii) 156,306 Shares held in the Managed Accounts.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,600,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,600,000
|
|
(c)
|
Simcoe Capital has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of Simcoe Partners and SDR Partners and through the Managed Accounts during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Mr. Jacobowitz
|
|
(a)
|
Mr. Jacobowitz, as Managing Member of each of Simcoe Management and Simcoe Capital, may be deemed the beneficial owner of the (i) 2,324,663 Shares owned by Simcoe Partners, (ii) 119,031 Shares owned by SDR Partners and (iii) 156,306 Shares held in the Managed Accounts.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,600,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,600,000
|
|
(c)
|
Mr. Jacobowitz has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of Simcoe Partners and SDR Partners and through the Managed Accounts during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
(e)
|
Not applicable.
|
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 among Simcoe Partners, L.P., SDR Partners, LLC, Simcoe Management Company, LLC, Simcoe Capital Management, LLC and Jeffrey Jacobowitz, dated November 22, 2016.
|
Simcoe Partners, L.P.
|
|||
By:
|
Simcoe Management Company, LLC
General Partner
|
||
By:
|
/s/ Jeffrey Jacobowitz
|
||
Name:
|
Jeffrey Jacobowitz
|
||
Title:
|
Managing Member
|
Simcoe Management Company, LLC
|
|||
By:
|
/s/ Jeffrey Jacobowitz
|
||
Name:
|
Jeffrey Jacobowitz
|
||
Title:
|
Managing Member
|
SDR Partners, LLC
|
|||
By:
|
Simcoe Capital Management, LLC
Investment Manager
|
||
By:
|
/s/ Jeffrey Jacobowitz
|
||
Name:
|
Jeffrey Jacobowitz
|
||
Title:
|
Managing Member
|
Simcoe Capital Management, LLC
|
|||
By:
|
/s/ Jeffrey Jacobowitz
|
||
Name:
|
Jeffrey Jacobowitz
|
||
Title:
|
Managing Member
|
/s/ Jeffrey Jacobowitz
|
|
Jeffrey Jacobowitz
|
Shares of Common Stock
Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
128,269
|
10.0413
|
11/17/2016
|
21,751
|
9.5834
|
11/14/2016
|
180,066
|
9.3714
|
11/10/2016
|
22,414
|
9.0824
|
11/09/2016
|
50,283
|
9.0798
|
11/08/2016
|
64,194
|
8.6987
|
11/04/2016
|
107,211
|
8.6565
|
11/03/2016
|
67,893
|
9.0501
|
10/28/2016
|
45,188
|
9.0572
|
10/27/2016
|
5,950
|
9.0389
|
10/21/2016
|
1,158
|
8.9396
|
10/20/2016
|
10,250
|
8.9225
|
10/19/2016
|
41,711
|
8.8000
|
10/17/2016
|
47,486
|
8.7990
|
10/13/2016
|
178,334
|
8.9986
|
09/27/2016
|
47,437
|
8.9862
|
09/26/2016
|
892
|
9.0000
|
09/23/2016
|
1,962
|
9.0000
|
09/22/2016
|
6,749
|
10.0413
|
11/17/2016
|
1,344
|
9.5834
|
11/14/2016
|
8,446
|
9.3714
|
11/10/2016
|
1,051
|
9.0824
|
11/09/2016
|
2,359
|
9.0798
|
11/08/2016
|
3,334
|
8.6987
|
11/04/2016
|
5,568
|
8.6565
|
11/03/2016
|
4,113
|
9.0501
|
10/28/2016
|
2,737
|
9.0572
|
10/27/2016
|
1,953
|
8.7990
|
10/13/2016
|
9,273
|
8.9986
|
09/27/2016
|
2,467
|
8.9862
|
09/26/2016
|
46
|
9.0000
|
09/23/2016
|
102
|
9.0000
|
09/22/2016
|
8,927
|
10.0413
|
11/17/2016
|
1,608
|
9.5834
|
11/14/2016
|
11,488
|
9.3714
|
11/10/2016
|
1,430
|
9.0824
|
11/09/2016
|
3,208
|
9.0798
|
11/08/2016
|
4,324
|
8.6987
|
11/04/2016
|
7,221
|
8.6565
|
11/03/2016
|
3,398
|
9.0501
|
10/28/2016
|
2,263
|
9.0572
|
10/27/2016
|
297
|
9.0389
|
10/21/2016
|
58
|
8.9396
|
10/20/2016
|
511
|
8.9225
|
10/19/2016
|
2,181
|
8.8000
|
10/17/2016
|
2,512
|
8.7990
|
10/13/2016
|
12,393
|
8.9986
|
09/27/2016
|
3,296
|
8.9862
|
09/26/2016
|
62
|
9.0000
|
09/23/2016
|
136
|
9.0000
|
09/22/2016
|
Simcoe Partners, L.P.
|
|||
By:
|
Simcoe Management Company, LLC
General Partner
|
||
By:
|
/s/ Jeffrey Jacobowitz
|
||
Name:
|
Jeffrey Jacobowitz
|
||
Title:
|
Managing Member
|
Simcoe Management Company, LLC
|
|||
By:
|
/s/ Jeffrey Jacobowitz
|
||
Name:
|
Jeffrey Jacobowitz
|
||
Title:
|
Managing Member
|
SDR Partners, LLC
|
|||
By:
|
Simcoe Capital Management, LLC
Investment Manager
|
||
By:
|
/s/ Jeffrey Jacobowitz
|
||
Name:
|
Jeffrey Jacobowitz
|
||
Title:
|
Managing Member
|
Simcoe Capital Management, LLC
|
|||
By:
|
/s/ Jeffrey Jacobowitz
|
||
Name:
|
Jeffrey Jacobowitz
|
||
Title:
|
Managing Member
|
/s/ Jeffrey Jacobowitz
|
|
Jeffrey Jacobowitz
|