The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 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 BLR Partners 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. The aggregate purchase price of the 281,167 Shares owned directly by BLR Partners is approximately $5,617,454, including brokerage commissions.
The Shares directly owned by Mr. B. Radoff were purchased with personal funds (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. The aggregate purchase price of the 44,849 Shares directly owned by Mr. B. Radoff is approximately $997,482, including brokerage commissions.
The Shares purchased by PJR Plan 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. The aggregate purchase price of the 200,000 Shares owned directly by PJR Plan is approximately $3,478,000, including brokerage commissions.
The Shares purchased by Middle Stump 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. The aggregate purchase price of the 49,275 Shares owned directly by Middle Stump is approximately $779,335, including brokerage commissions.
The Shares purchased by Mr. Kagan were purchased with personal funds (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. The aggregate purchase price of the 26,530 Shares beneficially owned by Mr. Kagan, including the 3,715 Shares directly owned by his children, is approximately $443,513, including brokerage commissions.
The Shares purchased by Mr. Schechter were purchased with personal funds (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. The aggregate purchase price of the 6,000 Shares owned directly by Mr. Schechter is approximately $101,814, including brokerage commissions.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 8,092,140 Shares outstanding as of July 29, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016.
| (a) | As of the close of business on October 31, 2016, BLR Partners beneficially owned 281,167 Shares. |
Percentage: Approximately 3.5%
| (b) | 1. Sole power to vote or direct vote: 281,167 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 281,167 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by BLR Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 281,167 Shares owned by BLR Partners. |
Percentage: Approximately 3.5%
| (b) | 1. Sole power to vote or direct vote: 281,167 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 281,167 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | BLRPart GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 281,167 Shares owned by BLR Partners. |
Percentage: Approximately 3.5%
| (b) | 1. Sole power to vote or direct vote: 281,167 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 281,167 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | BLRGP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 281,167 Shares owned by BLR Partners. |
Percentage: Approximately 3.5%
| (b) | 1. Sole power to vote or direct vote: 281,167 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 281,167 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Fondren Management has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 281,167 Shares owned by BLR Partners. |
Percentage: Approximately 3.5%
| (b) | 1. Sole power to vote or direct vote: 281,167 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 281,167 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | FMLP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of BLR Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on October 31, 2016, Mr. B. Radoff directly owned 44,849 Shares. Mr. B. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 281,167 Shares owned by BLR Partners. |
Percentage: Approximately 4.0%
| (b) | 1. Sole power to vote or direct vote: 326,016 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 326,016 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. B. Radoff and on behalf of BLR Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on October 31, 2016, PJR Plan beneficially owned 200,000 Shares. |
Percentage: Approximately 2.5%
| (b) | 1. Sole power to vote or direct vote: 200,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 200,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | PJR Plan has not entered into any transactions in the Shares since the filing of the Schedule 13D. |
| (a) | Mr. P. Radoff, as the trustee of PJR Plan, may be deemed the beneficial owner of the 200,000 Shares owned by PJR Plan. |
Percentage: Approximately 2.5%
| (b) | 1. Sole power to vote or direct vote: 200,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 200,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. P. Radoff has not entered into any transactions in the Shares since the filing of the Schedule 13D. |
| (a) | As of the close of business on October 31, 2016, Middle Stump beneficially owned 49,275 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 49,275 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 49,275 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Middle Stump has not entered into any transactions in the Shares since the filing of the Schedule 13D. |
| (a) | As of the close of business on October 31, 2016, Mr. Kagan directly owned 22,815 Shares and may be deemed to beneficially own an additional 3,715 Shares directly owned by his children. Mr. Kagan, as the president, sole shareholder and sole director of Middle Stump, may be deemed the beneficial owner of the 49,275 Shares owned by Middle Stump. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 72,090 |
| 2. Shared power to vote or direct vote: 3,715 |
| 3. Sole power to dispose or direct the disposition: 72,090 |
| 4. Shared power to dispose or direct the disposition: 3,715 |
| (c) | Mr. Kagan has not entered into any transactions in the Shares since the filing of the Schedule 13D. |
| (a) | As of the close of business on October 31, 2016, Mr. Schechter directly owned 6,000 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 6,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 6,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Schechter has not entered into any transactions in the Shares since the filing of the Schedule 13D. |
An aggregate of 607,821 Shares, constituting approximately 7.5% of the Shares outstanding, are reported in this Schedule 13D.
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.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 1, 2016
| BLR Partners LP |
| |
| By: | BLRPart, LP General Partner |
| | |
| By: | BLRGP Inc. General Partner |
| |
| By: | /s/ Bradley L. Radoff |
| | Name: | Bradley L. Radoff |
| | Title: | Sole Director |
| BLRPart, LP |
| |
| By: | BLRGP Inc. General Partner |
| |
| By: | /s/ Bradley L. Radoff |
| | Name: | Bradley L. Radoff |
| | Title: | Sole Director |
| BLRGP Inc. |
| | |
| |
| By: | /s/ Bradley L. Radoff |
| | Name: | Bradley L. Radoff |
| | Title: | Sole Director |
| Fondren Management, LP |
| |
| By: | FMLP Inc. General Partner |
| |
| By: | /s/ Bradley L. Radoff |
| | Name: | Bradley L. Radoff |
| | Title: | Sole Director |
| /s/ Bradley L. Radoff |
| Bradley L. Radoff |
| Perry J. Radoff, P.C. Profit Sharing Plan |
| | |
| |
| By: | /s/ Perry J. Radoff |
| | Name: | Perry J. Radoff |
| | Title: | Trustee |
| /s/ Perry J. Radoff |
| Perry J. Radoff |
| Middle Stump, Inc. |
| | |
| |
| By: | /s/ Jonathan Kagan |
| | Name: | Jonathan Kagan |
| | Title: | President and Sole Director |
| /s/ Jonathan Kagan |
| Jonathan Kagan |
| /s/ Joshua E. Schechter |
| Joshua E. Schechter |
SCHEDULE A
Transactions in the Shares Since the Filing of the Schedule 13D
Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase/Sale |
BLR PARTNERS LP
7,500 | 24.4135 | 10/11/2016 |
3,468 | 24.4082 | 10/21/2016 |
25,000 | 24.0775 | 10/24/2016 |
24,641 | 24.0915 | 10/27/2016 |
20,871 | 24.0439 | 10/28/2016 |
1,167 | 24.1589 | 10/31/2016 |
BRADLEY L. RADOFF
11,474 | 24.1764 | 10/25/2016 |
8,617 | 24.1954 | 10/26/2016 |
9,246 | 24.0439 | 10/28/2016 |