Commission Charges Revlon with Misleading Shareholders in Going Private Transaction
The Securities and Exchange Commission (Commission) today charged cosmetics and beauty care manufacturer Revlon with violating federal securities laws when the company misled shareholders during a "going private transaction."
Going private transactions can occur in many forms and typically involve the company delisting and deregistering its stock and cashing out their shareholders so the company or a private equity firm can acquire all of the outstanding shares. An SEC investigation found that during a voluntary exchange offer to satisfy a significant debt to its controlling shareholder, Revlon engaged in "ring fencing" that deprived its independent board members from knowing critical information: the transaction's consideration had been deemed inadequate by a third party who evaluated whether current and former employees invested in Revlon common stock through the company's 401(k) plan could exchange their shares.
Revlon agreed to settle the SEC's charges and pay an $850,000 penalty.
"Going private transactions create opportunities for shareholder abuse and can have coercive effects on minority shareholders," said Antonia Chion, Associate Director in the SEC's Division of Enforcement. "By erecting informational barriers, Revlon kept critically important information from its board and, in turn, misled investors."
According to the SEC's order instituting settled administrative proceedings, controlling shareholder MacAndrews and Forbes (M&F) asked Revlon in 2009 to offer minority shareholders the option to exchange their common stock shares on a one-for-one basis for preferred shares with certain financial characteristics. The exchanged shares would then be provided to M&F to pay down Revlon's debt. The trustee administering Revlon's 401(k) plan decided that 401(k) members could tender their shares only if a third-party financial adviser made an "adequate consideration determination," which involved assessing whether the value of the preferred stock 401(k) members would receive was at least equal to the fair market value of the exchanged common stock shares. The third-party financial adviser ultimately found that the consideration offered in the transaction was inadequate for tendering 401(k) shareholders.
The SEC's order finds that Revlon did not want to disclose the third-party financial adviser's view on the adequacy of the transaction's consideration. In an attempt to avoid a potential disclosure obligation, the company engaged in what one employee termed as "ring fencing" to avoid receiving the adequate consideration determination from the third-party adviser:
• Revlon amended the trust agreement it had with the trustee to ensure that the trustee would not share the adequate consideration determination with Revlon.
The SEC's order finds that Revlon's ring-fencing conduct resulted in various materially misleading disclosures to its shareholders. For example, Revlon represented in its offering documents that the board's process was full, fair, and complete in determining the fairness of the exchange offer. In reality, the process was compromised because Revlon's board was unable to consider the adequate consideration determination as part of its process to evaluate and ultimately approve the offer. Thus, Revlon's shareholders were deprived of the opportunity to receive revised, qualified, or supplemental disclosures, including any that might have informed them of the adequate consideration determination.
The SEC's order finds that Revlon violated Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3(b)(1)(iii), which prohibits issuers and their affiliates in going private transactions from directly or indirectly engaging in any act, practice, or course of business that operates or would operate as a fraud or deceit. The SEC's order requires Revlon to cease and desist from committing or causing these violations and any future violations. Without admitting or denying the SEC's findings, Revlon agreed to the settlement and financial penalty.
The SEC's investigation was conducted by Senior Counsel George B. Parizek and Staff Accountant Andrew M. Shirley, and supervised by Assistant Director Ricky Sachar. (Press Rel. 2013-110; 34-69750; File No. 3-15356)
Former Mutual Fund Directors Agree to Settle Claims that They Failed to Properly Oversee Asset Valuation
The Commission today announced a settlement in an enforcement proceeding against eight former directors of five Regions Morgan Keegan open- and closed-end funds that were heavily invested in securities backed by subprime mortgages. The proceeding, which began in December 2012, alleged that the directors failed to satisfy their pricing responsibilities under the federal securities laws.
Under the securities laws, fund directors are responsible for determining the fair value of portfolio securities for which market quotations are not readily available. In addition, fund directors must determine the methodologies to be used to fair value securities and must periodically reevaluate the appropriateness of those methodologies. The Commission made clear in Accounting Series Release No. 118 (Dec. 23, 1970) and In the Matter of Seaboard Associates Inc., Investment Company Act Release No. 13890 (April 16, 1984) that while fund directors may engage others to assist them to calculate fair values of these securities, they continue to be ultimately responsible to determine fair value in good faith.
The settled order finds that the eight directors failed to satisfy these responsibilities. Specifically, the directors delegated their fair valuation responsibility to a valuation committee without providing adequate substantive guidance on how fair valuation determinations should be made. The directors then made no meaningful effort to learn how fair values were being determined. They received only limited information about the factors involved with the funds' fair value determinations, and obtained almost no information explaining why particular fair values were assigned to portfolio securities. The limited information provided to the directors was particularly problematic because fair valued securities comprised a significant percentage of the funds' net asset values (NAVs) – in most cases above 60 percent.
The settled order finds that the valuation committee to whom the directors delegated the fair valuation responsibilities did not utilize reasonable procedures and often allowed the portfolio manager to arbitrarily set values. As a result, the settled order finds that the funds overstated the value of their securities as the housing market was on the brink of financial crisis in 2007. The SEC and other regulators previously charged Morgan Keegan and others, and the firms later agreed to pay $200 million to settle charges related to that conduct.
"Our settlement sends a clear warning of our commitment to enforce the duty of mutual fund directors and trustees to closely oversee the process of valuing securities held by their funds," said George S. Canellos, Co-Director of the SEC's Division of Enforcement.
The eight fund directors named are:
The open and closed end funds involved were the RMK High Income Fund, RMK Multi-Sector High Income Fund, RMK Strategic Income Fund, RMK Advantage Income Fund, and Morgan Keegan Select Fund.
The litigation was conducted by members of the SEC's Atlanta Regional Office. The investigation was conducted by that office and the Asset Management Unit. (Press Rel. 2013-111; IC-30557; File No. 3-13127)
In the Matter of David M. Tamman, Esq.
An Administrative Law Judge issued an Order Making Findings and Denying Privilege to Appear or Practice Before the Commission by Default (Default Order) in David M. Tamman, Esq., Admin. Proc. 3-14207. The Default Order was issued pursuant to Section 4C of the Securities Exchange Act of 1934, which provides that the Securities and Exchange Commission (Commission) may deny to any person the privilege of appearing or practicing before the Commission if the person, among other things, has engaged in unethical or improper professional conduct, and Commission Rule of Practice 102(e)(1)(ii), which provides that the Commission may censure a person or deny the privilege of appearing before the Commission in any way to a person found "to be lacking in character or integrity or to have engaged in unethical or improper professional conduct." 17 C.F.R. § 201.102(e)(1)(ii).
David M. Tamman, Esq. (Tamman), was convicted on November 13, 2012, of ten felony charges in U.S. v. Farahi, CR No. 11-1165-SVW (C.D. Cal.). The criminal charges for which Tamman was convicted include conspiracy to obstruct justice; the destruction, alteration, and falsification of records; and receiving, relieving, comforting and assisting persons who committed mail fraud and violations of the securities statutes. Tamman did not file an opposition to the Office of the General Counsel's Motion for Summary Disposition or Motion for Default. (34-69746; File No. 3-14207)
In the Matter of Greatmat Technology Corp. et al.
The registrations of the registered securities of Greatmat Technology Corp., Kentucky USA Energy, Inc., Solar Energy Ltd., and Visiphor Corp. have been revoked. Each had repeatedly failed to file required annual and quarterly reports with the Securities and Exchange Commission. Thus, each violated a crucial provision of the federal securities laws that requires public corporations to publicly disclose current, accurate financial information so that investors may make informed decisions. The revocations were ordered in an administrative proceeding before an administrative law judge. (Rel. 34- 69738; File No. 3-15330)
INVESTMENT COMPANY ORDERS
Frank Russell Company, et al.
An order has been issued on an application filed by Frank Russell Company, et al. under Section 6(c) of the Investment Company Act of 1940 (Act) for an exemption from Section 15(a) of the Act and Rule 18f-2 under the Act, as well as from certain disclosure requirements. The order permits the applicants to enter into and materially amend subadvisory agreements without shareholder approval and grants relief from certain disclosure requirements. (Rel. IC-30556 - June 12, 2013)
Financial Investors Trust and Hanson McClain Strategic Advisors, Inc.
An order has been issued on an application filed by Financial Investors and Hanson McClain Strategic Advisors, Inc. for an exemption under Section 12(d)(1)(J) of the Investment Company Act of 1940 (Act) from Sections 12(d)(1)(A) and (B) of the Act, under Sections 6(c) and 17(b) of the Act for an exemption from Sections 17(a)(1) and (2) of the Act, and under Section 6(c) of the Act for an exemption from Rule 12d1 2(a) under the Act. The order (a) permits certain series of registered open-end management investment companies to acquire shares of other registered open-end management investment companies and unit investment trusts that are within or outside the same group of investment companies, and (b) permits certain series of registered open-end management investment companies relying on Rule 12d1-2 under the Act to invest in certain financial instruments. (Rel. IC-30554 - June 11, 2013)
ALPS ETF Trust, et al.
An order has been issued on an application filed by ALPS ETF Trust, et al., to permit: (a) actively-managed series of certain open-end management investment companies to issue shares (Shares) redeemable in large aggregations only (Creation Units); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days from the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. (Rel. IC-30553- June 11, 2013)
Immediate Effectiveness of Proposed Rule Change
A proposed rule change (SR-MIAX-2013-27) filed by Miami International Securities Exchange LLC to modify the definition of "Attributable Order" has become effective under Section 19(b)(3)(A) of the Securities Exchange Act. Publication is expected in the Federal Register during the week of June 10th. (Rel. 34-69739)
A proposed rule change filed by BATS Y-Exchange, Inc. to amend Rule 2.11, entitled "BATS Trading, Inc. as Outbound Router" (SR-BYX-2013-018), has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of June 10th. (Rel. 34-69744)
A proposed rule change filed by Chicago Board Options Exchange, Incorporated to amend the Fees Schedule (SR-CBOE-2013-059) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of June 10th. (Rel. 34-69747)
A proposed rule change and Amendment No. 1 thereto filed by NASDAQ OMX PHLX LLC to introduce a market maker peg order for use on NASDAQ OMX PSX (SR-Phlx-2013-62) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of June 17th. (Rel. 34-69752)
A proposed rule change filed by NASDAQ OMX PHLX LLC (SR-Phlx-2013-63) in order to disseminate a spot price for Treasury Options has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of June 10th. (Rel. 34-69732)
A proposed rule change filed by BATS Exchange, Inc. to amend Rule 2.11, entitled "BATS Trading, Inc. as Outbound Router" (SR-BATS-2013-032), has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of June 10th. (Rel. 34-69748)
Order Approving Proposed Rule Change
The Commission granted approval of a proposed rule change (SR-FICC-2013-04) submitted by Fixed Income Clearing Corporation (FICC) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, in connection with the implementation of The Foreign Account Tax Compliance Act (FATCA). Publication is expected in the Federal Register during the week of June 10th. (Rel. 34-69740)
The Commission granted approval of a proposed rule change (SR-DTC-2013-03) submitted by The Depository Trust Company pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, in connection with the implementation of The Foreign Account Tax Compliance Act (FATCA). Publication is expected in the Federal Register during the week of June 10th. (Rel. 34-69741)
The Commission granted approval of a proposed rule change (SR-NSCC-2013-04) submitted by National Securities Clearing Corporation (NSCC) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, in connection with the implementation of The Foreign Account Tax Compliance Act (FATCA). Publication is expected in the Federal Register during the week of June 10th. (Rel. 34-69742)
Approval of a Proposed Rule Change
The Commission approved a proposed rule change (SR-NYSE-2013-29), submitted by New York Stock Exchange LLC pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, deleting NYSE Rule 476(a)(8), which addresses wash sales, in order to harmonize the Exchange's rules with the rules of the Financial Industry Regulatory Authority. Publication is expected in the Federal Register during the week of June 17th. (Rel. 34-69751)
Designation of Longer Period for Commission Action on a Proposed Rule Change
The Commission has designated a longer period for Commission action under Section 19(b)(2) of the Securities Exchange Act of 1934 on a proposed rule change (SR-CME-2013-04) filed by Chicago Mercantile Exchange Inc. (CME) related to the liquidity factor of CME's CDS margin methodology. Publication is expected in the Federal Register during the week of June 10th. (Rel. 34-69743)
The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.
S-4 GIBRALTAR INDUSTRIES, INC., 3556 LAKE SHORE ROAD, P O BOX 2028, BUFFALO, NY, 14219-0228, 7168266500 - 0 ($210,000,000.00) Non-Convertible Debt, (File 333-189243 - Jun. 12) (BR. 06B) S-1 Delanco Bancorp, Inc., 615 BURLINGTON AVENUE, DELANCO, NJ, 08075, 856-461-0611 - 0 ($10,116,328.00) Equity, (File 333-189244 - Jun. 12) (BR. 07) S-8 Gigamon Inc., 598 GIBRALTAR DR., MILPITAS, CA, 95035, 408-263-2022 - 0 ($117,814,905.00) Equity, (File 333-189245 - Jun. 12) (BR. 03B) S-3ASR TAKE TWO INTERACTIVE SOFTWARE INC, 622 BROADWAY, NEW YORK, NY, 10012, 646 536 2842 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-189246 - Jun. 12) (BR. 03C) S-3ASR SALESFORCE COM INC, THE LANDMARK, ONE MARKET STREET STE.300, SAN FRANCISCO, CA, 94105, 0 ($78,916,337.00) Equity, (File 333-189248 - Jun. 12) (BR. 03B) S-8 SALESFORCE COM INC, THE LANDMARK, ONE MARKET STREET STE.300, SAN FRANCISCO, CA, 94105, 0 ($3,930,562.00) Equity, (File 333-189249 - Jun. 12) (BR. 03B) S-4 Catalent Pharma Solutions, Inc., 14 SCHOOLHOUSE ROAD, SOMERSET, NJ, 08873, (732) 537-6200 - 0 ($350,000,000.00) Non-Convertible Debt, (File 333-189256 - Jun. 12) (BR. 01B) S-8 3DICON CORP, 6804 SOUTH CANTON AVENUE, SUITE 150, TULSA, OK, 74136, (918) 494-0505 - 20,000,000 ($600,000.00) Equity, (File 333-189257 - Jun. 12) (BR. 11C) S-8 IRONCLAD PERFORMANCE WEAR CORP, 2201 PARK PLACE, SUITE 101, EL SEGUNDO, CA, 90245-4909, 310-643-7800 - 3,000,000 ($720,000.00) Equity, (File 333-189258 - Jun. 12) (BR. 02A) S-8 Textura Corp, 1405 LAKE COOK ROAD, DEERFIELD, IL, 60015, 847-457-6500 - 0 ($155,318,215.00) Equity, (File 333-189260 - Jun. 12) (BR. 03C) S-3 PARK OHIO HOLDINGS CORP, 6065 PARKLAND BLVD., CLEVELAND, OH, 44124, 440-947-2211 - 0 ($150,000,000.00) Other, (File 333-189261 - Jun. 12) (BR. 06B) S-8 EXCO RESOURCES INC, 12377 MERIT DR, SUITE 1700, DALLAS, TX, 75251, 2143682084 - 0 ($138,040,000.00) Equity, (File 333-189262 - Jun. 12) (BR. 04A) S-8 SANTARUS INC, 3611 VALLEY CENTRE DRIVE, STE 400, SAN DIEGO, CA, 92130, 8583145700 - 0 ($151,445,000.00) Equity, (File 333-189263 - Jun. 12) (BR. 01A) S-8 SPARTA COMMERCIAL SERVICES, INC., 462 SEVENTH AVE, 20TH FLOOR, NEW YORK, NY, 10018, 2122392666 - 500,000 ($315,000.00) Equity, (File 333-189264 - Jun. 12) (BR. 07C) S-8 PROLOR Biotech, Inc., 3 SAPIR STREET, WEIZMANN SCIENCE PARK, NES-ZIONA, L3, 74140, (866) 644-7811 - 4,000,000 ($23,680,000.00) Equity, (File 333-189265 - Jun. 12) (BR. 01A) S-8 SUNEDISON, INC., 501 PEARL DRIVE (CITY OF O'FALLON), ST. PETERS, MO, 63376, 6364745000 - 16,500,000 ($132,660,000.00) Equity, (File 333-189266 - Jun. 12) (BR. 10B) S-8 INVESTMENT TECHNOLOGY GROUP INC, 380 MADISON AVE, 4TH FLOOR, NEW YORK, NY, 10017, 2125884000 - 0 ($28,266,000.00) Equity, (File 333-189267 - Jun. 12) (BR. 12A) S-8 INVESTMENT TECHNOLOGY GROUP INC, 380 MADISON AVE, 4TH FLOOR, NEW YORK, NY, 10017, 2125884000 - 0 ($4,886,000.00) Equity, (File 333-189268 - Jun. 12) (BR. 12A) S-3 HUTCHINSON TECHNOLOGY INC, 40 W HIGHLAND PARK, HUTCHINSON, MN, 55350, 3205873797 - 0 ($1.00) Other, (File 333-189269 - Jun. 12) (BR. 10A) S-1 Boxceipts.com, Inc., 5711 W 157TH TERRACE, OVERLAND PARK, KS, 66223, 913-948-1233 - 6,400,000 ($33,900.00) Equity, (File 333-189270 - Jun. 12) (BR. 03A) S-3 EXAR CORP, 48720 KATO ROAD, 48720 KATO ROAD, FREMONT, CA, 94538, 5106687000 - 357,873 ($4,029,649.98) Equity, (File 333-189271 - Jun. 12) (BR. 10A) S-8 EnerJex Resources, Inc., 1600 N.E. LOOP 410, STE. 104, SAN ANTONIO, TX, 78209, 210-451-5545 - 5,000,000 ($2,550,000.00) Equity, (File 333-189272 - Jun. 12) (BR. 04A) S-4 Brookfield DTLA Fund Office Trust Investor Inc., C/O BROOKFIELD OFFICE PROPERTIES INC., 250 VESEY STREET, 15TH FLOOR, NEW YORK, NY, 10281, (212) 417-7064 - 9,730,370 ($263,255,160.35) Equity, (File 333-189273 - Jun. 12) (BR. ) S-8 IMAX CORP, 2525 SPEAKMAN DRIVE, MISSISSAUGA, ONTARIO CANADA, A6, L5K 1B1, 9054036500 - 4,500,000 ($119,430,000.00) Equity, (File 333-189274 - Jun. 12) (BR. 10A)
Recent 8K Filings
Form 8-K is used by companies to file current reports on the following events:
8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
STATE NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT 5Barz International, Inc. 3.02,9.01 06/11/13 ABAKAN, INC NV 8.01 06/06/13 ABBY INC. 5.02,9.01 06/05/13 ACADIA PHARMACEUTICALS INC DE 5.02,5.07,9.01 06/07/13 Activision Blizzard, Inc. DE 5.07 06/06/13 ADVANCED MICRO DEVICES INC DE 5.02,9.01 06/07/13 AEI INCOME & GROWTH FUND XXII LTD PAR MN 2.01,9.01 06/06/13 AFLAC INC GA 1.01,2.03,9.01 06/10/13 AGILYSYS INC OH 2.02,7.01,9.01 06/12/13 ALLIANCEBERNSTEIN HOLDING L.P. DE 7.01,9.01 06/11/13 ALLIANCEBERNSTEIN L.P. DE 7.01,9.01 06/11/13 ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. DE 7.01,8.01,9.01 06/11/13 ALLSTATE CORP DE 3.03,5.03,8.01,9.01 06/10/13 Altisource Portfolio Solutions S.A. N4 9.01 03/29/13 AMEND AMERICA FIRST TAX EXEMPT INVESTORS LP DE 8.01 06/12/13 American Express Issuance Trust II DE 8.01 06/12/13 AMERICAN INDEPENDENCE CORP DE 7.01,9.01 06/12/13 American Realty Capital Properties, I MD 1.01,3.02, 06/06/13 3.03,5.03,8.01,9.01 American Realty Capital Trust V, Inc. MD 8.01,9.01 06/11/13 AMERICAN SHARED HOSPITAL SERVICES CA 5.07,9.01 06/12/13 AMR CORP DE 1.01,9.01 06/07/13 Anacor Pharmaceuticals, Inc. DE 1.01,1.02, 06/07/13 2.03,3.02,9.01 ANADIGICS INC DE 5.02,5.03 06/12/13 Andatee China Marine Fuel Services Co DE 3.01,9.01 06/11/13 APEX 7, Inc. DE 1.01,2.01,3.03, 06/07/13 5.01,5.02,5.03,5.06,9.01 APPLIED ENERGETICS, INC. DE 5.02 06/10/13 ARCHER DANIELS MIDLAND CO DE 5.02 06/06/13 Ascend Acquisition Corp. DE 1.01,7.01,9.01 06/12/13 AUTHENTIDATE HOLDING CORP DE 1.01,3.01,3.02, 06/11/13 3.03,5.03,8.01,9.01 AUTOZONE INC NV 5.02,8.01,9.01 06/12/13 Avantair, Inc DE 8.01 06/06/13 AXIS CAPITAL HOLDINGS LTD 7.01,9.01 06/12/13 BBCN BANCORP INC DE 5.02 06/11/13 BENCHMARK ELECTRONICS INC TX 5.02,9.01 06/11/13 Bio-Matrix Scientific Group, Inc. DE 1.01,9.01 05/01/13 BioDrain Medical, Inc. MN 1.01,2.03,3.02,9.01 06/06/13 Biota Pharmaceuticals, Inc. DE 8.01,9.01 06/11/13 BIOTIME INC CA 5.02,9.01 06/10/13 BJs RESTAURANTS INC CA 8.01,9.01 06/12/13 Black Diamond, Inc. DE 5.07 06/11/13 Bnet Media Group, Inc. NV 5.03 06/06/13 BON TON STORES INC PA 8.01 06/10/13 Bonanza Goldfield Corp. NV 1.01,2.03, 10/01/12 AMEND BUCKEYE PARTNERS, L.P. DE 8.01,9.01 06/10/13 CalAmp Corp. DE 5.02,8.01,9.01 06/06/13 Calumet Specialty Products Partners, DE 9.01 10/01/12 AMEND CAMDEN NATIONAL CORP ME 7.01,9.01 06/12/13 CAPITAL ONE FINANCIAL CORP DE 7.01 06/12/13 Carey Watermark Investors Inc 1.01,2.01,9.01 06/06/13 Carlyle GMS Finance, Inc. MD 3.02 06/11/13 Carter Validus Mission Critical REIT, MD 1.01,2.03,9.01 06/06/13 CATERPILLAR INC DE 7.01,9.01 06/12/13 CHAMPIONS ONCOLOGY, INC. DE 2.02,9.01 06/10/13 Chatham Lodging Trust MD 7.01,8.01,9.01 06/12/13 Chemtura CORP DE 8.01 06/07/13 CHENIERE ENERGY INC DE 5.07 06/06/13 CISCO SYSTEMS, INC. CA 8.01 06/07/13 CLIFFS NATURAL RESOURCES INC. OH 5.02 06/10/13 CMS ENERGY CORP MI 7.01 06/12/13 COLUMBIA LABORATORIES INC DE 7.01,9.01 06/11/13 COOPER TIRE & RUBBER CO DE 1.01,8.01,9.01 06/12/13 Cornerstone OnDemand Inc DE 1.01,8.01,9.01 06/10/13 COVER ALL TECHNOLOGIES INC DE 5.02,7.01,9.01 06/12/13 COWEN GROUP, INC. DE 5.07 06/12/13 CPI AEROSTRUCTURES INC NY 5.07 06/12/13 Crexendo, Inc. DE 5.07 06/10/13 CROSSROADS SYSTEMS INC DE 8.01 06/12/13 CROSSTEX ENERGY INC DE 1.01,7.01,9.01 06/10/13 CROSSTEX ENERGY LP DE 1.01,7.01,8.01,9.01 06/10/13 Crumbs Bake Shop, Inc. DE 1.01,2.03, 06/11/13 3.02,5.07,9.01 CULP INC NC 2.02,9.01 06/12/13 CYTOKINETICS INC 1.01,3.02,9.01 06/12/13 Dealertrack Technologies, Inc DE 5.07 06/11/13 DEAN FOODS CO DE 7.01,9.01 06/12/13 DEL TORO SILVER CORP. NV 1.02,9.01 06/06/13 DEL TORO SILVER CORP. NV 1.01,3.02,9.01 05/24/13 DEMAND MEDIA INC. DE 5.07 06/11/13 DESTINATION XL GROUP, INC. DE 4.01,9.01 06/06/13 Digital Realty Trust, Inc. 7.01,9.01 06/12/13 DIXIE GROUP INC TN 8.01,9.01 06/12/13 Duke Energy CORP DE 8.01 06/12/13 DUN & BRADSTREET CORP/NW DE 5.02,9.01 06/12/13 DYNEX CAPITAL INC VA 5.02,5.03,5.07,9.01 06/05/13 EARTHSTONE ENERGY INC DE 7.01,9.01 06/10/13 ECO Building Products, Inc. CO 1.01,2.03,5.01,9.01 07/06/12 AMEND ELEPHANT TALK COMMUNICATIONS CORP DE 1.01,9.01 06/11/13 ENCORE CAPITAL GROUP INC DE 7.01,9.01 06/12/13 ENVIRONMENTAL SOLUTIONS WORLDWIDE INC FL 1.01 06/12/13 Envision Healthcare Corp DE 8.01,9.01 06/10/13 ENZO BIOCHEM INC NY 1.01,2.02,2.03,9.01 06/07/13 EQUITY ONE, INC. 8.01,9.01 06/12/13 Erickson Air-Crane Inc. DE 5.07 06/06/13 Excel Corp DE 5.02 06/06/13 EXCO RESOURCES INC TX 5.07,9.01 06/11/13 EXOPACK HOLDING CORP 5.02 06/12/13 FEDERAL AGRICULTURAL MORTGAGE CORP 5.07 06/06/13 FEDERAL HOME LOAN MORTGAGE CORP 5.02,9.01 06/06/13 FIELDPOINT PETROLEUM CORP CO 5.02,7.01,9.01 06/09/13 FIRST PACTRUST BANCORP INC MD 3.03,5.03,8.01,9.01 06/12/13 FIRST SECURITY GROUP INC/TN TN 5.02 06/07/13 FIVE BELOW, INC PA 2.02,9.01 06/12/13 FLEXTRONICS INTERNATIONAL LTD. U0 5.02 06/12/13 FNB BANCORP/CA/ 8.01,9.01 06/11/13 FOREVER VALUABLE COLLECTIBLES, INC. CO 1.01,3.02,9.01 06/12/13 FREDERICK'S OF HOLLYWOOD GROUP INC /N NY 2.02,9.01 06/11/13 FREEPORT MCMORAN COPPER & GOLD INC DE 8.01,9.01 06/12/13 FS Energy & Power Fund DE 2.02 06/11/13 FS Investment Corp II MD 2.02 06/07/13 Fuse Science, Inc. NV 8.01 06/12/13 Fuse Science, Inc. NV 8.01 06/12/13 AMEND FUSION-IO, INC. DE 5.02 06/10/13 GALECTIN THERAPEUTICS INC NV 7.01,9.01 06/12/13 GASTAR EXPLORATION LTD 1.01,2.01, 06/07/13 2.03,5.02,7.01,9.01 GENELINK INC PA 5.07,8.01 06/03/13 GENERAL EMPLOYMENT ENTERPRISES INC IL 3.01,7.01,9.01 06/12/13 Genufood Energy Enzymes Corp. NV 5.02 06/07/13 GLOBALSCAPE INC DE 5.07 06/10/13 GULFPORT ENERGY CORP DE 1.01,9.01 06/06/13 H&R BLOCK INC MO 2.02,9.01 06/12/13 HALCON RESOURCES CORP DE 8.01,9.01 06/10/13 HAMPSHIRE GROUP LTD DE 1.01,2.01,9.01 06/07/13 HANMI FINANCIAL CORP DE 5.02,9.01 06/11/13 Hawaiian Telcom Holdco, Inc. DE 1.01,2.03,7.01,9.01 06/06/13 HEARTLAND FINANCIAL USA INC DE 1.01,5.02,9.01 06/12/13 HeartWare International, Inc. DE 8.01,9.01 06/12/13 HOT TOPIC INC /CA/ CA 2.01,3.01,3.03, 06/12/13 5.01,5.02,5.03,9.01 HUTCHINSON TECHNOLOGY INC MN 8.01,9.01 06/12/13 Hydrodynex, Inc. NV 5.02 06/06/13 ICAHN ENTERPRISES L.P. DE 7.01,9.01 06/11/13 IMAX CORP A6 5.02,5.03,5.07,9.01 06/11/13 INDEPENDENCE HOLDING CO DE 2.01,7.01,9.01 06/07/13 INGLES MARKETS INC NC 8.01,9.01 06/11/13 Inland American Real Estate Trust, In MD 7.01,9.01 06/12/13 Inland Diversified Real Estate Trust, MD 7.01,9.01 06/12/13 Inova Technology Inc. NV 5.03,8.01 06/11/13 INVESTMENT TECHNOLOGY GROUP INC DE 5.07 06/11/13 IRON MOUNTAIN INC DE 5.07 06/06/13 IRONWOOD PHARMACEUTICALS INC DE 1.01 06/11/13 JETBLUE AIRWAYS CORP DE 1.01 06/06/13 KBS Legacy Partners Apartment REIT, I MD 2.01,9.01 05/08/13 AMEND KNOLL INC DE 7.01 06/12/13 Liberty Global plc X0 7.01 06/10/13 Liberty Global plc X0 2.03,9.01 06/07/13 LIGAND PHARMACEUTICALS INC DE 5.07 06/11/13 LIPOSCIENCE INC DE 5.07 06/12/13 Lithium Corp 1.01,2.01,3.02,9.01 06/06/13 Live Nation Entertainment, Inc. DE 8.01,9.01 06/12/13 Marathon Patent Group, Inc. NV 1.01,3.02,5.02 06/11/13 McEwen Mining Inc. CO 7.01,9.01 06/12/13 MeeMee Media Inc. NV 5.02 06/12/13 MENDOCINO BREWING CO INC CA 5.07 01/24/13 AMEND MILLER ENERGY RESOURCES, INC. TN 7.01,9.01 06/12/13 MINDEN BANCORP, INC. LA 5.07 05/14/13 AMEND MPG Office Trust, Inc. 8.01,9.01 06/12/13 NATHANS FAMOUS INC DE 2.02,9.01 06/12/13 NATIONAL HOLDINGS CORP DE 5.02,9.01 06/07/13 NEOGENOMICS INC NV 5.07 06/06/13 NEWPARK RESOURCES INC DE 5.02,5.07,9.01 06/06/13 NexPoint Credit Strategies Fund DE 8.01,9.01 06/11/13 NGP Capital Resources Co MD 7.01,9.01 06/12/13 NOCOPI TECHNOLOGIES INC/MD/ MD 9.01 06/12/13 NorthStar Real Estate Income Trust, I MD 1.01,5.07 06/07/13 NORTHSTAR REALTY FINANCE CORP. MD 1.01 06/12/13 NORTHWESTERN CORP DE 7.01,9.01 06/12/13 NOVATEL WIRELESS INC DE 5.07 06/06/13 NUVASIVE INC DE 8.01,9.01 06/11/13 OCLARO, INC. DE 5.02,7.01,9.01 06/06/13 Orbitz Worldwide, Inc. DE 5.02,5.07,9.01 06/12/13 PARKS AMERICA, INC NV 8.01,9.01 06/12/13 PDL BIOPHARMA, INC. DE 8.01,9.01 06/12/13 PEP BOYS MANNY MOE & JACK PA 5.02,5.07,9.01 06/12/13 PEPSICO INC NC 1.01,1.02, 06/10/13 2.03,8.01,9.01 PERMA FIX ENVIRONMENTAL SERVICES INC DE 5.02,9.01 06/06/13 PINNACLE ENTERTAINMENT INC. DE 1.01,2.03,9.01 06/10/13 PIPER JAFFRAY COMPANIES DE 5.02 06/12/13 PLC SYSTEMS INC B0 5.02,5.07,9.01 06/12/13 PREMIER BIOMEDICAL INC NV 1.01,7.01,9.01 06/07/13 PRIMUS TELECOMMUNICATIONS GROUP INC DE 5.07 06/12/13 PRO DEX INC CO 5.02,9.01 06/07/13 PROCTER & GAMBLE Co OH 7.01 06/12/13 PROGRESS SOFTWARE CORP /MA MA 5.07 06/12/13 PROGRESSIVE CORP/OH/ OH 7.01,9.01 06/12/13 Protalix BioTherapeutics, Inc. FL 7.01,9.01 06/12/13 PUBLIC SERVICE ENTERPRISE GROUP INC NJ 7.01,9.01 06/12/13 PUMA BIOTECHNOLOGY, INC. DE 5.07 06/11/13 PVH CORP. /DE/ DE 2.02,9.01 06/12/13 QUICKSILVER RESOURCES INC DE 1.01,7.01,8.01,9.01 06/12/13 RAINMAKER SYSTEMS INC DE 3.01,9.01 06/11/13 RAMBUS INC DE 1.01,9.01 06/11/13 Rand Logistics, Inc. DE 8.01,9.01 06/11/13 Rand Logistics, Inc. DE 7.01,9.01 06/12/13 REGIONS FINANCIAL CORP DE 7.01,9.01 06/12/13 Regulus Therapeutics Inc. DE 5.07 06/10/13 Remark Media, Inc. DE 2.01,9.01 06/12/13 AMEND Rexnord Corp DE 7.01,9.01 06/12/13 RF MICRO DEVICES INC NC 5.02 06/06/13 RLJ ENTERTAINMENT, INC. NV 5.02 06/10/13 Rockville Financial, Inc. /CT/ CT 7.01,9.01 06/12/13 RTI Biologics, Inc. DE 7.01,8.01,9.01 06/12/13 RYLAND GROUP INC MD 8.01 06/12/13 SAFEWAY INC DE 7.01,9.01 06/12/13 SAIC, Inc. 5.07 06/07/13 Sanwire Corp 1.01 06/12/13 Sequoia Mortgage Trust 2013-8 8.01,9.01 06/12/13 Sequoia Mortgage Trust 2013-8 8.01,9.01 06/01/13 Shire plc 8.01,9.01 06/12/13 SIGMA DESIGNS INC CA 2.02,9.01 06/12/13 SIGNATURE GROUP HOLDINGS, INC. NV 7.01 06/10/13 SINOCOKING COAL & COKE CHEMICAL INDUS FL 5.07 06/07/13 SOUTHERN CALIFORNIA GAS CO CA 5.07 06/11/13 Spectra Energy Corp. DE 7.01,9.01 06/11/13 SPIRIT REALTY CAPITAL, INC. MD 5.07,7.01,9.01 06/12/13 Starz DE 3.01,3.03,5.07,9.01 06/06/13 STATER BROS HOLDINGS INC DE 8.01 06/06/13 StellarOne CORP VA 1.01,9.01 06/09/13 STIFEL FINANCIAL CORP DE 5.07 06/12/13 Strategic Storage Trust, Inc. MD 8.01 05/30/13 Summit Midstream Partners, LP DE 7.01,8.01,9.01 06/12/13 AMEND SUPERNUS PHARMACEUTICALS INC DE 8.01,9.01 06/10/13 SurePure, Inc. NV 8.01 06/12/13 Swisher Hygiene Inc. DE 8.01,9.01 06/12/13 SYSTEMAX INC DE 5.07 06/10/13 TAKE TWO INTERACTIVE SOFTWARE INC DE 1.02,8.01,9.01 06/11/13 Targeted Medical Pharma, Inc. 4.01,9.01 06/06/13 Teamupsport Inc. NV 1.01,9.01 06/10/13 TEXAS INDUSTRIES INC DE 5.02 06/11/13 THERMO FISHER SCIENTIFIC INC. DE 8.01,9.01 06/06/13 THL Credit, Inc. DE 5.07 06/10/13 TJX COMPANIES INC /DE/ DE 5.02,5.07,9.01 06/11/13 Trade Street Residential, Inc. MD 1.01 06/06/13 TRANSWITCH CORP /DE DE 3.01 06/06/13 TRAVELERS COMPANIES, INC. MN 1.01,2.03 06/07/13 UNION FIRST MARKET BANKSHARES CORP VA 1.01,9.01 06/09/13 UNITED AMERICAN HEALTHCARE CORP MI 8.01 06/12/13 UNITED COMMUNITY FINANCIAL CORP OH 5.02,8.01,9.01 06/10/13 UNIVERSAL TECHNICAL INSTITUTE INC DE 8.01,9.01 06/11/13 UNS Energy Corp AZ 8.01 06/11/13 URANERZ ENERGY CORP. NV 1.01,2.03,3.02,9.01 06/06/13 US AIRWAYS GROUP INC DE 1.01,9.01 06/07/13 Vanguard Natural Resources, LLC DE 5.02,9.01 06/12/13 Victor Technologies Group, Inc. DE 1.01,9.01 06/06/13 VIRCO MFG CORPORATION DE 2.02,9.01 06/12/13 VIRGIN MEDIA INC. DE 1.01,1.02,2.01, 06/07/13 2.03,2.04,3.01,5.01,5.03,8.01 VIRGIN MEDIA INC. DE 4.01,9.01 06/07/13 VIRTUS INVESTMENT PARTNERS, INC. DE 7.01,9.01 06/12/13 VISTA GOLD CORP B0 3.01,5.03,8.01,9.01 06/11/13 WAL MART STORES INC DE 5.07 06/07/13 WALTER INVESTMENT MANAGEMENT CORP MD 7.01,8.01,9.01 06/12/13 WELLS FARGO & COMPANY/MN DE 9.01 06/12/13 Western Asset Mortgage Capital Corp DE 5.07 06/11/13 WHOLE FOODS MARKET INC TX 8.01 06/12/13 WIRELESS RONIN TECHNOLOGIES INC MN 5.02,5.07 06/06/13 Workday, Inc. DE 8.01,9.01 06/11/13 YAPPN CORP. DE 3.02,9.01 06/07/13