AMENDMENT NO. 3 TO THE SCHEDULE 13D
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 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 Reporting Persons, in the aggregate, have invested approximately $39,130,237 in the Issuer, which includes any commissions incurred in making the investments. The shares of Common Stock held in the Accounts were purchased with working capital of the Accounts. The shares of Common Stock held in the irrevocable family trust were purchased with Eric Semler’s personal funds.
Purchases of securities are typically effected through margin accounts maintained with brokers, which may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the brokers’ credit policies. In such instances, the positions held in the margin accounts may be pledged as collateral security for the repayment of debit balances in the accounts.
Item 5. | Interest in Securities of the Issuer. |
| Items 5(a)-(b) are hereby amended and restated to read as follows: |
(a) The aggregate percentage of shares of Common Stock reported to be owned by the Reporting Persons is based upon 58,516,677 shares of Common Stock outstanding, as of October 19, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 22, 2015.
As of the date hereof, (i) 5,603,042 shares of Common Stock were held in the Accounts and (ii) 646,248 shares of Common Stock were held in the irrevocable family trust.
TCS Management, in its capacity as investment manager to the Accounts, may be deemed to beneficially own the 5,603,042 shares of Common Stock held in the Accounts, representing approximately 9.6% of the issued and outstanding shares of Common Stock. Eric Semler, as the managing member of TCS Management, may be deemed to beneficially own the 5,603,042 shares of Common Stock held in the Accounts and may also be deemed to beneficially own, as the spouse of the trustee of an irrevocable family trust, 646,248 shares of Common Stock held in the irrevocable family trust. Eric Semler’s aggregate beneficial ownership of Common Stock represents approximately 10.7% of the issued and outstanding shares of Common Stock. Eric Semler disclaims beneficial ownership of the shares of Common Stock held in the family trust.
(b) TCS Management and Eric Semler have the shared power to vote and dispose of the Common Stock owned by the Accounts reported herein. Eric Semler has the sole power to vote and dispose of the Common Stock held in the irrevocable family trust reported herein.
Item 5(c) is hereby supplemented to add the following:
(c) Additional transactions in the Issuer’s securities by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D are listed in Annex A attached hereto.
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: November 6, 2015
| TCS CAPITAL MANAGEMENT, LLC |
| |
| |
| By: | /s/ Eric Semler |
| | Name: | Eric Semler |
| | Title: | Managing Member |
| /s/ Eric Semler |
| ERIC SEMLER |
Annex A
Since the filing of Amendment No. 2 to the Schedule 13D, the Reporting Persons effected the following purchases of shares of Common Stock through one of the Accounts in open market transactions:
Shares of Common Stock Purchased | Price Per Share($) | Date of Purchase |
435,000 | 6.2386 | 10/21/2015 |
414,360 | 7.5366 | 11/04/2015 |
73,852 | 7.4887 | 11/05/2015 |