Item 1.
| | (b) | Address of Issuer’s Principal Executive Offices |
| | 6740 Shady Oak Road, Eden Prairie, MN 55344-3433 |
Cove Street Capital LLC (“CSC”).
CSC, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to investment companies registered under the Investment Company Act of 1940, and serves as investment manager to other separately managed accounts (collectively, the “Funds”). All shares of the Issuer’s Common Stock, par value $.01 per share (the “Shares”) reported in this schedule are owned by the Funds, and CSC disclaims beneficial ownership of such securities. The filing of this Schedule 13G shall not be construed as an admission that the reporting person is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.
To CSC’s knowledge, none of the Shares held by any of the Funds is treated for purposes of Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”) as owned, either actually or by reason of the attribution and construction ownership rules applicable under Section 382, by a “5 percent shareholder” as such term is defined in Section 382.
| | (b) | Address of the Principal Office or, if none, residence |
| | 2101 E El Segundo Blvd. Suite 302 El Segundo, CA 90245 |
| | (d) | Title of Class of Securities |
| | Common Stock, par value $.01 per share |
| Item 3. | If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| | (a) | / / | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| | (b) | / / | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | / / | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | / / | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| | (e) | /X / | Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). |
| | (f) | / / | Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). |
| | (g) | / / | Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). |
| | (h) | / / | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| | (i) | / / | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). |
| | (j) | / / | Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). |
| | (k) | / / | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). |
All ownership information reported in this Item 4 is as of the close of business on June 7, 2016. The aggregate percentage of Shares reported owned by each person named herein is based upon 57,192,294 Shares outstanding, which is the total number of Shares outstanding as of May 19, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 26, 2016.
CSC
| | (a) | Amount beneficially owned: |
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote |
| | (ii) | Shared power to vote or to direct the vote |
| | (iii) | Sole power to dispose or to direct the disposition of |
| | (iv) | Shared power to dispose or to direct the disposition of |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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: June 9, 2016
| | COVE STREET CAPITAL, LLC |
| | |
| | | |
| | By: | |
| | | Name: | Daniele Beasley |
| | | Title: | Chief Compliance Officer; Member |
