The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of CUP and CUP II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,128,422 Shares owned in the aggregate by CUP and CUP II is approximately $4,144,339, including brokerage commissions.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 24,281,349 Shares outstanding as of March 27, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement Report on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2015.
| (a) | As of the close of business on April 13, 2015, CUP beneficially owned 194,702 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 194,702 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 194,702 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the securities of the Issuer by CUP since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on April 13, 2015, CUP II beneficially owned 933,720 Shares. |
Percentage: Approximately 3.8%
| (b) | 1. Sole power to vote or direct vote: 933,720 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 933,720 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the securities of the Issuer by CUP II since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | CU, as the general partner of each of CUP and CUP II, may be deemed the beneficial owner of the (i) 194,702 Shares owned by CUP and (ii) 933,720 Shares owned by CUP II. |
Percentage: Approximately 4.6%
| (b) | 1. Sole power to vote or direct vote: 1,128,422 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,128,422 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | CU has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of CUP and CUP II since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Each of Messrs. Tran and White, as a managing member of CU, may be deemed the beneficial owner of the (i) 194,702 Shares owned by CUP and (ii) 933,720 Shares owned by CUP II. |
Percentage: Approximately 4.6%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 1,128,422 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 1,128,422 |
| (c) | None of Messrs. Tran and White has entered into any transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of CUP and CUP II since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(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) As of March 30, 2015, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 14, 2015
| Castle Union Partners, L.P. |
| |
| By: | Castle Union LLC General Partner |
| |
| By: | /s/ Toan Tran |
| | Name: | Toan Tran |
| | Title: | Managing Member |
| Castle Union Partners II, L.P. |
| |
| By: | Castle Union LLC |
| General Partner |
| |
| By: | /s/ Toan Tran |
| | Name: | Toan Tran |
| | Title: | Managing Member |
| Castle Union LLC |
| | |
| |
| By: | /s/ Toan Tran |
| | Name: | Toan Tran |
| | Title: | Managing Member |
| /s/ Stephen White |
| STEPHEN WHITE |
SCHEDULE A
Transactions in Securities of the Issuer Since the Filing of Amendment No. 3 to the Schedule 13D
Nature of Transaction | Securities Purchased/(Sold) | Price per Share ($) | Date of Purchase / Sale |
CASTLE UNION PARTNERS, L.P.
Sale of Common Stock | (969) | | 1.46 | 03/19/2015 |
Sale of Common Stock | (14,250) | | 1.48 | 03/20/2015 |
Sale of Common Stock | (389) | | 1.49 | 03/25/2015 |
Sale of Common Stock | (485) | | 1.47 | 03/26/2015 |
Sale of Common Stock | (4,750) | | 1.41 | 03/30/2015 |
Sale of Common Stock | (4,554) | | 1.53 | 04/07/2015 |
Sale of Common Stock | (16,300) | | 1.51 | 04/08/2015 |
CASTLE UNION PARTNERS II, L.P.
Sale of Common Stock | (9,231) | | 1.46 | 03/19/2015 |
Sale of Common Stock | (135,750) | | 1.48 | 03/20/2015 |
Sale of Common Stock | (3,711) | | 1.49 | 03/25/2015 |
Sale of Common Stock | (4,615) | | 1.47 | 03/26/2015 |
Sale of Common Stock | (45,250) | | 1.41 | 03/30/2015 |
Sale of Common Stock | (43,386) | | 1.53 | 04/07/2015 |