1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Percy Rockdale LLC
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
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|
(b) [ ]
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|
3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
Michigan
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
|
|
6.
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SHARED VOTING POWER
|
1,007,941
|
|
7.
|
SOLE DISPOSITIVE POWER
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0
|
|
8.
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SHARED DISPOSITIVE POWER
|
1,007,941
|
|
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,007,941
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.5%
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|
12.
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TYPE OF REPORTING PERSON
|
OO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Rio Royal LLC
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
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|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Michigan
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
17,300
|
|
7.
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SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
17,300
|
|
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
17,300
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
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TYPE OF REPORTING PERSON
|
OO
|
1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
MG Capital Management, Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
|
|
(b) [ ]
|
|
3.
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SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
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SOLE VOTING POWER
|
0
|
|
6.
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SHARED VOTING POWER
|
18,974*
|
|
7.
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SOLE DISPOSITIVE POWER
|
0
|
|
8.
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SHARED DISPOSITIVE POWER
|
18,974*
|
|
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
18.974*
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
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TYPE OF REPORTING PERSON
|
PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Michael Gorzynski
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
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|
(b) [ ]
|
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States of America
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,026,915*
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,026,915*
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,026,915*
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.6%
|
|
12.
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TYPE OF REPORTING PERSON
|
IN
|
Item 1(a). |
Name of Issuer:
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Item 2(a). |
Name of Persons Filing:
|
• |
Percy Rockdale LLC (“Percy Rockdale”),
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• |
Rio Royal LLC (“Rio Royal”),
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• |
MG Capital Management, Ltd. (“MG Capital”), and
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• |
Michael Gorzynski (“Mr. Gorzynski”).
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Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
Item 2(c). |
Citizenship:
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Item 2(d). |
Title of Class of Securities:
|
Item 2(e). |
CUSIP Number:
|
Item 3. |
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
|
[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ]
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Insurance company defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[ ]
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
|
[ ]
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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[ ]
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
|
[ ]
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
|
[ ]
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
|
[ ]
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a) |
Amount beneficially owned:
|
(i) |
Percy Rockdale beneficially owned 1,007,941 shares of Common Stock.
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(ii) |
Rio Royal beneficially owned 17,300 shares of Common Stock.
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(iii) |
As the sole member of Rio Royal, MG Capital may be deemed to beneficially own 18,974 shares of Common Stock, consisting of (i) 1,6741 shares of Common Stock held directly and (ii) the 17,300 shares of Common Stock held by Rio
Royal.
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(iv) |
As the sole Manager of Percy Rockdale and the sole Director of MG Capital, Mr. Gorzynski may be deemed to beneficially own 1,026,915 shares of Common Stock, consisting of (i) the 1,007,941 shares of Common Stock beneficially owned by Percy
Rockdale and (ii) the 18,9742 shares of Common Stock beneficially owned by MG Capital.
|
(b) |
Percent of Class:
|
(i) |
Percy Rockdale may be deemed to own approximately 5.5% of the outstanding shares of Common Stock;
|
(ii) |
Rio Royal may be deemed to own less than 1% of the outstanding shares of Common Stock;
|
(iii) |
MG Capital may be deemed to own less than 1% of the outstanding shares of Common Stock; and
|
(iv) |
Mr. Gorzynski may be deemed to beneficially own approximately 5.6% of the outstanding shares of Common Stock.
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote of Common Stock:
|
(ii) |
Shared power to vote or to direct the vote of Common Stock:
|
(iii) |
Sole power to dispose or to direct the disposition of Common Stock:
|
(iv) |
Shared power to dispose or to direct the disposition of Common Stock:
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification.
|