The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (the “Amendment No. 5”). This Amendment No. 5 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 as follows:
The Shares purchased by Bandera Partners were purchased with working capital of Bandera Master Fund (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 3,051,697 Shares beneficially owned by Bandera Partners is approximately $19,568,453, excluding brokerage commissions. The aggregate purchase price of the 19,796 Shares owned directly by Mr. Gramm is approximately $142,739. Mr. Gramm acquired these Shares with personal funds.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 16,983,331 Shares outstanding as of July 30, 2013, 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 6, 2013.
As of the close of business on November 1, 2013, Bandera Partners beneficially owned 3,051,697 Shares, constituting approximately 18.0% of the Shares outstanding. By virtue of their respective relationships with Bandera Master Fund discussed in further detail in Item 2, each of Bandera Partners, Mr. Bylinsky, Mr. Gramm and Mr. Shpiz may be deemed to beneficially own the Shares reported in this Amendment No. 5 to the Schedule 13D. Mr. Gramm directly owns 19,796 Shares, giving him a total beneficial ownership of 3,071,493 Shares, constituting approximately 18.1% of the Shares outstanding.
(b) Bandera Partners may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of the 3,051,697 Shares reported in this Amendment No. 5 to the Schedule 13D. As Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners, each of Mr. Bylinsky, Mr. Gramm and Mr. Shpiz may be deemed to have the shared power to dispose of, direct the disposition of, vote or direct the vote of the 3,051,697 Shares reported in this Amendment No. 5 to the Schedule 13D. Mr. Gramm may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of the 19,796 Shares owned directly by him.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days. All such transactions were effected in the open market.
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 4, 2013
| | BANDERA PARTNERS LLC |
| | |
| | |
| | By: | /s/ Gregory Bylinsky |
| | | Name: | Gregory Bylinsky |
| | | Title: | Managing Member |
| | |
| | By: | /s/ Gregory Bylinsky |
| | | Name: | Gregory Bylinsky |
| | |
| | By: | /s/ Jefferson Gramm |
| | | Name: | Jefferson Gramm |
| | |
| | By: | /s/ Andrew Shpiz |
| | | Name: | Andrew Shpiz |
SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Shares of Common Stock Purchased | Price Per Share($) | Date of Purchase |
BANDERA PARTNERS LLC
| 218,725 | 3.6504 | 10/31/2013 |
| 30,159 | 3.6518 | 11/01/2013 |
