0001144204-16-124072.txt : 20160915 0001144204-16-124072.hdr.sgml : 20160915 20160915153419 ACCESSION NUMBER: 0001144204-16-124072 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160915 DATE AS OF CHANGE: 20160915 GROUP MEMBERS: BRANDON M. STEINBERG GROUP MEMBERS: JOELLE STEINBERG GROUP MEMBERS: RELATED INVESTMENT GROUP, LP GROUP MEMBERS: SPIRIT INVESTMENT GROUP, LP GROUP MEMBERS: STEINBERG CAPITAL MANAGEMENT OF NEVADA, INC. GROUP MEMBERS: STEINBERG FAMILY LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BALLANTYNE STRONG, INC. CENTRAL INDEX KEY: 0000946454 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 470587703 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50163 FILM NUMBER: 161887139 BUSINESS ADDRESS: STREET 1: 4350 MCKINLEY ST CITY: OMAHA STATE: NE ZIP: 68112 BUSINESS PHONE: 4024534444 MAIL ADDRESS: STREET 1: 4350 MCKINLEY ST CITY: OMAHA STATE: NE ZIP: 68112 FORMER COMPANY: FORMER CONFORMED NAME: BALLANTYNE OF OMAHA INC DATE OF NAME CHANGE: 19950608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Steinberg Howard A. CENTRAL INDEX KEY: 0001684768 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 16441 NE 31 AVENUE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33160 SC 13D 1 v448895_sc13d.htm SC 13D

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

 

BALLANTYNE STRONG, INC.
(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

058516105

(CUSIP Number)

 

Howard A. Steinberg

c/o Steinberg Capital Management of Nevada, Inc.
2235 E. Flamingo Road, Suite 152

Las Vegas, Nevada 89119
(305) 710-5997

 

Brandon M. Steinberg

c/o Ballantyne Strong, Inc.

131 Plantation Ridge Drive, Suite 100

Mooresville, North Carolina 28117

(402) 829 9443

 

With a copy to:

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 
September 9, 2016
(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box □.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 05851610513DPage 2 of 21 Pages

 


1

NAME OF REPORTING PERSON

 

Howard A. Steinberg

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

PF; AF; OO

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7

SOLE VOTING POWER

 

20,000

  8

SHARED VOTING POWER

 

728,606*

  9

SOLE DISPOSITIVE POWER

 

20,000

 10

SHARED DISPOSITIVE POWER

 

731,606*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

751,606*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.3%

 
14

TYPE OF REPORTING PERSON

 

IN

 
         

 

___________

*Includes shares of Common Stock held by trusts for the benefit of family members.

 

 

CUSIP No. 05851610513DPage 3 of 21 Pages

 

  


1

NAME OF REPORTING PERSON

 

Joelle Steinberg

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

PF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

119,000

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

119,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

119,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.8%

 
14

TYPE OF REPORTING PERSON

 

IN

 
         

 

 

 

 

 

 

 

CUSIP No. 05851610513DPage 4 of 21 Pages

 

 


1

NAME OF REPORTING PERSON

 

Brandon M. Steinberg

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

PF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

57,606

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

57,606

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

57,606

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

 
14

TYPE OF REPORTING PERSON

 

IN

 
         

 

 

CUSIP No. 05851610513DPage 5 of 21 Pages

 

 

 



1

NAME OF REPORTING PERSON

 

Steinberg Capital Management of Nevada, Inc.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

432,000

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

432,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

432,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

 
14

TYPE OF REPORTING PERSON

 

CO

 
         



 

CUSIP No. 05851610513DPage 6 of 21 Pages

 

 


1

NAME OF REPORTING PERSON

 

Steinberg Family Limited Partnership

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

157,000

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

157,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

157,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.1%

 
14

TYPE OF REPORTING PERSON

 

PN

 
         



 

 

CUSIP No. 05851610513DPage 7 of 21 Pages

 

 


1

NAME OF REPORTING PERSON

 

Related Investment Group, LP

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

125,000

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

125,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

125,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.9%

 
14

TYPE OF REPORTING PERSON

 

PN

 
         



 

CUSIP No. 05851610513DPage 8 of 21 Pages

 

 


1

NAME OF REPORTING PERSON

 

Spirit Investment Group, LP

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

150,000

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

150,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

150,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.1%

 
14

TYPE OF REPORTING PERSON

 

PN

 
         

 

 

CUSIP No. 05851610513DPage 9 of 21 Pages

 

 

Item 1. Security and Issuer. 

 

This Statement of Beneficial Ownership on Schedule 13D (this “Statement”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Ballantyne Strong, Inc., a Delaware corporation (the “Company”). The Company reports that its principal executive offices are located at 13710 FNB Parkway, Suite 400, Omaha, Nebraska 68154.

 

Item 2. Identity and Background.

 

This Statement is filed by (i) Howard A. Steinberg, (ii) Joelle Steinberg, (iii) Brandon M. Steinberg, (iv) Steinberg Capital Management of Nevada, Inc. (“SCMN”), a Nevada corporation, (v) Steinberg Family Limited Partnership, a Nevada limited partnership, (vi) Related Investment Group, LP, a Nevada limited partnership, and (vii) Spirit Investment Group, LP, a Nevada limited partnership.

 

The foregoing persons are sometimes referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.”

 

The principal business of SCMN is serving as the general partner of private family investment funds. SCMN is the general partner of Steinberg Family Limited Partnership, Related Investment Group, LP, and Spirit Investment Group, LP, the principal business of each of which is to serve as a family investment partnership. Mr. Howard Steinberg’s principal occupation is serving as the President of SCMN. Ms. Steinberg’s principal occupation is to serve as Secretary and Treasurer of SCMN. Mr. Brandon Steinberg’s principal occupation is serving as Financial Analyst of the Company. Messrs. Howard Steinberg and Brandon Steinberg and Ms. Steinberg are U.S. citizens.

 

The Company reports that it and its subsidiaries engage in diverse business activities including the design, integration and installation of technology solutions for a broad range of applications; development and delivery of out-of-home messaging, advertising and communications; manufacturing of projection screens; and providing managed services including monitoring of networked equipment. The Company reports that it focuses on serving the cinema, retail, financial, and government markets.

 

The principal business address of SCMN, Steinberg Family Limited Partnership, Related Investment Group, LP, and Spirit Investment Group, LP is 2235 E. Flamingo Road, Suite 152, Las Vegas, Nevada 89119. Mr. Howard Steinberg’s and Ms. Steinberg’s principal business address is 16441 NE 31 Avenue, North Miami Beach, Florida 33160. Mr. Brandon Steinberg’s principal business address is c/o Ballantyne Strong, Inc., 131 Plantation Ridge Drive, Suite 100, Mooresville, NC 28117.

 

None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

CUSIP No. 05851610513DPage 10 of 21 Pages

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The total cost for purchasing the Common Stock reported as owned by the Reporting Persons in this Statement, including brokerage commissions, was approximately $3,307,221. The source of funds for the shares of Common Stock held by Steinberg Family Limited Partnership, Related Investment Group, LP, and Spirit Investment Group, LP was their working capital. The source of funds for the shares of Common Stock held by Mr. Howard Steinberg and Ms. Joelle Steinberg, directly as tenants in the entirety or through IRAs, was their personal funds. The source of funds for the shares held in family trusts for which Mr. Howard Steinberg is a beneficial owner is the working capital of such trusts. The source of funds for the shares of Common Stock held by Mr. Brandon Steinberg, directly or through an IRA, was his personal funds.

 

Item 4. Purpose of Transaction.

 

The Reporting Persons acquired the shares of Common Stock reported in this Statement for investment purposes. The Reporting Persons may in the future acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by the Reporting Persons in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the shares of Common Stock, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.

 

None of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

(a)       The Reporting Persons beneficially own in the aggregate 751,606 shares of Common Stock, which represents approximately 5.3% of the Company’s outstanding shares of Common Stock.

 

Each of the Reporting Persons beneficially owns the number of shares of Common Stock set forth in the applicable table set forth on the cover page to this Statement. Mr. Howard Steinberg and Ms. Joelle Steinberg hold shares of Common Stock directly as tenants in the entirety and through IRAs. Mr. Brandon Steinberg holds shares of Common Stock directly and through an IRA. Mr. Howard Steinberg beneficially owns shares held by Steinberg Family Limited Partnership, Related Investment Group, LP, and Spirit Investment Group, LP through his position as President of SCMN, the general partner of such limited partnerships. Mr. Howard Steinberg also beneficially owns shares of Common Stock held in Ms. Joelle Steinberg’s IRA, over which he has voting and dispositive power, shares of Common Stock held in Mr. Brandon Steinberg’s direct account and IRA, over which he has voting and dispositive power, and shares of Common Stock held by family trusts for which he has voting and/or dispositive power. SCMN, as the general partner of Steinberg Family Limited Partnership, Related Investment Group, LP, and Spirit Investment Group, LP, may be deemed to be the beneficial owner of the shares of Common Stock held by such limited partnerships.

 

Each percentage ownership of Common Stock set forth in this Statement is based on the 14,236,264 shares of Common Stock reported by the Company as outstanding as of August 1, 2016 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2016.

 

 

CUSIP No. 05851610513DPage 11 of 21 Pages

 

 

(b)       Mr. Howard Steinberg has sole voting and dispositive power over shares of Common Stock held by him in an IRA and shared voting and dispositive power over shares held in trusts for the benefit of family members. Mr. Howard Steinberg has shared voting and dispositive power over the shares held by each of Steinberg Family Limited Partnership, Related Investment Group, LP, and Spirit Investment Group, LP with such limited partnerships and their general partner as the President of such general partner. Mr. Howard Steinberg and Ms. Joelle Steinberg have shared voting and dispositive power over the shares held by them as tenants in the entirety and in Ms. Steinberg’s IRA, over which Mr. Steinberg has voting and dispositive authority. Mr. Howard Steinberg and Mr. Brandon Steinberg have shared voting and dispositive power over shares of Common Stock held by Mr. Brandon Steinberg directly and through an IRA, over both of which Mr. Howard Steinberg has voting and dispositive authority.

 

(c)       The transactions effected by each of the Reporting Persons in the Common Stock during the past 60 days are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.

 

(d)       The Reporting Persons beneficially own shares of Common Stock held by other persons or entities, as set forth in this Statement, that have the power to receive dividends from, or the proceeds from the sale of, the shares of Common Stock held by such persons or entities.

 

(e)       Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The Reporting Persons have entered into a Joint Filing Agreement, which is filed as Exhibit 99.1 to this Statement.

 

Item 7. Material to Be Filed as Exhibits.

 

99.1Joint Filing Agreement among the Reporting Persons (set forth on the signature page to this Statement and incorporated herein by reference).

 

 

 

CUSIP No. 05851610513DPage 12 of 21 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

 

Dated: September 15, 2016

 

 

/s/ Howard A. Steinberg

HOWARD A. STEINBERG

 

/s/ Joelle Steinberg

JOELLE STEINBERG

 

/s/ Brandon M. Steinberg

BRANDON M. STEINBERG

 

STEINBERG CAPITAL MANAGEMENT OF NEVADA, INC.

 

/s/ Howard A. Steinberg

Howard A. Steinberg
President

 

STEINBERG FAMILY LIMITED PARTNERSHIP,

by Steinberg Capital Management of Nevada, Inc., its general partner

 

/s/ Howard A. Steinberg

Howard A. Steinberg

President

 

RELATED INVESTMENT GROUP, LP,

by Steinberg Capital Management of Nevada, Inc., its general partner

 

/s/ Howard A. Steinberg

Howard A. Steinberg

President

 

SPIRIT INVESTMENT GROUP, LP,

by Steinberg Capital Management of Nevada, Inc., its general partner

 

/s/ Howard A. Steinberg

Howard A. Steinberg

President

 

 

 

CUSIP No. 05851610513DPage 13 of 21 Pages

 

 

Schedule A

 

 

Transactions by the Reporting Persons during the last 60 days:

 

Steinberg Family Limited Partnership:

 

 

 

Transaction Date

Number of Shares
Bought/(Sold)
Price Per
Share ($)
09-14-2016 2,738 $6.24
09-13-2016 10,493 $6.23
09-12-2016 11,769 $6.28
09-12-2016 4,479 $6.03
09-09-2016 9,000 $6.2162
09-09-2016 1,000 $6.13
09-09-2016     900 $6.19
09-09-2016     100 $6.19
09-09-2016 1,000 $6.26
09-08-2016 2,000 $6.3777
09-07-2016 5,200 $6.3498
09-06-2016 4,321 $6.3646
09-02-2016     800 $6.3880
09-02-2016     200 $6.38
09-01-2016     100 $6.34
09-01-2016     100 $6.34
09-01-2016     800 $6.34
09-01-2016 1,000 $6.3920
08-30-2016 1,000 $6.14
07-27-2016     614 $5.1968
07-26-2016       43 $5.16
07-26-2016     200 $5.16
07-26-2016     143 $5.16
07-26-2016 1,000 $5.1620
07-26-2016 1,000 $5.1860
07-26-2016     400 $5.1854
07-26-2016     500 $5.2099
07-26-2016     300 $5.14
07-21-2016     200 $5.24
07-21-2016     200 $5.2104
07-21-2016       22 $5.26
07-21-2016     378 $5.26
07-21-2016     500 $5.3024

 

 

 

CUSIP No. 05851610513DPage 14 of 21 Pages

 

 

     
07-21-2016     834 $5.2890
07-21-2016     100 $5.26
07-20-2016       66 $5.28
07-20-2016     200 $5.3250
07-20-2016     300 $5.33
07-19-2016     500 $5.3090
07-18-2016       20 $5.28
07-18-2016     400 $5.28
07-18-2016     100 $5.29
07-18-2016     480 $5.28
07-15-2016     189 $5.26
07-15-2016     100 $5.26
07-15-2016     211 $5.26
07-15-2016     300 $5.2880
07-15-2016     200 $5.3020
07-15-2016     500 $5.2902
07-14-2016     200 $5.3220
07-14-2016     100 $5.3290
07-14-2016     200 $5.3260
07-14-2016     500 $5.2982
07-14-2016     473 $5.24
07-12-2016     100 $5.14
07-11-2016     227 $5.14

 

CUSIP No. 05851610513DPage 15 of 21 Pages

 

 

Related Investment Group, LP:

 

 

 

Transaction Date

 Number of Shares
Bought/(Sold)
Price Per
Share ($)
08-03-2016 900 $5.1499
08-03-2016 100 $5.14
08-03-2016 121 $5.16
08-03-2016 100 $5.16
08-02-2016    17 $5.16
08-02-2016    15 $5.16
08-02-2016    12 $5.16
08-02-2016 110 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016    10 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      6 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016 100 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16

 

 

CUSIP No. 05851610513DPage 16 of 21 Pages

 

 

     
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016 100 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      5 $5.16
08-02-2016      6 $5.16
08-02-2016    61 $5.16
08-02-2016    12 $5.16
08-01-2016    25 $5.16
08-01-2016    75 $5.16
08-01-2016    15 $5.16
08-01-2016    40 $5.16
08-01-2016 257 $5.18
07-29-2016 100 $5.21
07-29-2016 100 $5.21
07-28-2016    43 $5.21
07-28-2016 100 $5.21
07-28-2016 200 $5.21
07-28-2016 100 $5.21
07-28-2016 100 $5.21
07-27-2016 285 $5.23
07-27-2016 100 $5.22
07-27-2016 115 $5.19
07-20-2016    34 $5.28
07-20-2016    66 $5.28
07-20-2016 200 $5.28
07-20-2016 100 $5.28
07-20-2016 100 $5.28


 

 

CUSIP No. 05851610513DPage 17 of 21 Pages

 

 

Philip Steinberg Marital Trust UAD 04/25/1984:

 

 

 

 

Transaction Date

 

Number of Shares
Bought/(Sold)

 

Price Per
Share ($)

07-14-2016   500 $5.3399
07-14-2016   700 $5.2680
07-14-2016   400 $5.3004
07-14-2016   400 $5.3164
07-14-2016   500 $5.2680
07-14-2016   500 $5.3047
07-14-2016   500 $5.3399
07-14-2016   500 $5.2680

 

CUSIP No. 05851610513DPage 18 of 21 Pages

 

 

Howard A. Steinberg:

 

 

 

Transaction Date

Number of Shares
Bought/(Sold)
Price Per
Share ($)
08-08-2016     360 $5.24
08-04-2016       37 $5.14
08-04-2016     403 $5.14
08-04-2016     121 $5.11
08-03-2016     879 $5.11
08-02-2016     222 $5.16
08-02-2016     100 $5.16
08-02-2016         5 $5.16
08-02-2016     100 $5.16
08-02-2016     500 $5.16
08-01-2016       68 $5.16
08-01-2016         5 $5.16

 

CUSIP No. 05851610513DPage 19 of 21 Pages

 

 

Brandon M. Steinberg:

 

 

 

Transaction Date

 Number of Shares
Bought/(Sold)

 

Price Per Share ($)

9/14/2016 100 $6.16
9/12/2016 700 $6.01
9/12/2016 1,300 $6.01
9/9/2016 1,200 $6.25
9/9/2016 900 $6.25
9/7/2016 1,000 $6.28
9/7/2016 400 $6.31
9/7/2016 600 $6.31
9/6/2016 1,300 $6.40
9/6/2016 300 $6.39
9/6/2016 100 $6.38
9/1/2016 1,200 $6.34
9/1/2016 1,000 $6.39
9/1/2016 221 $6.42
9/1/2016 500 $6.39
9/1/2016 100 $6.35
9/1/2016 500 $6.42
9/1/2016 79 $6.35
9/1/2016 100 $6.35
9/1/2016 500 $6.47
8/31/2016 500 $6.23
8/31/2016 900 $6.25
8/31/2016 100 $6.25
8/31/2016 500 $6.20
8/31/2016 1,000 $6.13
8/30/2016 300 $6.15
8/24/2016 200 $5.75
8/22/2016 500 $5.65
8/19/2016 500 $5.78
8/19/2016 500 $5.77
8/19/2016 1,000 $5.65
8/19/2016 500 $5.63
8/19/2016 500 $5.63
8/19/2016 500 $5.62
8/18/2016 500 $5.71
8/18/2016 500 $5.68

 

 

CUSIP No. 05851610513DPage 20 of 21 Pages

 

 

     
8/17/2016 330 $5.62
8/17/2016 70 $5.62
8/17/2016 100 $5.56
8/16/2016 18 $5.69
8/16/2016 100 $5.68
8/16/2016 632 $5.67
8/16/2016 500 $5.62
8/15/2016 1,000 $5.55
8/12/2016 300 $5.50
8/12/2016 500 $5.52
8/12/2016 300 $5.49
8/12/2016 200 $5.51
8/11/2016 98 $5.53
8/11/2016 302 $5.50
8/11/2016 100 $5.51
8/11/2016 50 $5.40
8/11/2016 500 $5.40
8/11/2016 500 $5.53
8/10/2016 900 $5.50
8/10/2016 1,000 $5.50
8/10/2016 116 $5.50
8/10/2016 100 $5.50
8/10/2016 100 $5.50
8/10/2016 100 $5.50
8/10/2016 482 $5.50
8/10/2016 100 $5.50

 

 

CUSIP No. 05851610513DPage 21 of 21 Pages

 

 

 

     
8/10/2016 2 $5.50
8/10/2016 1,000 $5.50
8/10/2016 500 $5.46
8/9/2016 500 $5.46
8/9/2016 300 $5.28
8/9/2016 100 $5.34
8/9/2016 500 $5.30
8/9/2016 100 $5.25
8/9/2016 21 $5.48