The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). 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 WIHP, WITRP and WILLC were purchased with working capital and the Shares purchased by Mr. Lipson were purchased with personal funds (each of 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 557,209 Shares owned directly by WIHP is approximately $4,162,699, including brokerage commissions. The aggregate purchase price of the 380,380 Shares owned directly by WITRP is approximately $2,889,000, including brokerage commissions. The aggregate purchase price of the 900 Shares owned directly by WILLC is approximately $6,867, including brokerage commissions. The aggregate purchase price of the 9,713 Shares owned directly by Mr. Lipson is approximately $79,401, including brokerage commissions.
The Shares purchased by BPIP 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 250,945 Shares owned directly by BPIP is approximately $1,870,871, including brokerage commissions.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following information:
On July 29, 2016, WILLC issued a press release cautioning that the recent financial troubles and cost cutting efforts of Deutsche Bank AG, the parent of the Issuer’s investment manager, may cause significant issues for the Issuer. Given this, WILLC stated in the press release that it believes the Board of the Issuer should accelerate the scheduled termination of the Issuer so that it occurs prior to the end of 2016. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and rested to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 22,803,076 Shares outstanding, which is the total number of Shares outstanding as of November 30, 2015, as reported in the Issuer’s Annual Report to Stockholders on Form N-CSR, filed with the Securities and Exchange Commission on February 5, 2016.
| (a) | As of the close of business on July 29, 2016, WIHP beneficially owned 557,209 Shares. |
Percentage: Approximately 2.4%
| (b) | 1. Sole power to vote or direct vote: 557,209 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 557,209 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by WIHP 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 July 29, 2016, WITRP beneficially owned 380,380 Shares. |
Percentage: Approximately 1.7%
| (b) | 1. Sole power to vote or direct vote: 380,380 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 380,380 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by WITRP 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 July 29, 2016, WILLC directly owned 900 Shares. WILLC, as the general partner of WIHP and WITRP, may be deemed the beneficial owner of the (i) 557,209 Shares owned by WIHP and (ii) 380,380 Shares owned by WITRP. |
Percentage: Approximately 4.1%
| (b) | 1. Sole power to vote or direct vote: 938,489 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 938,489 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | WILLC has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the Shares by WIHP and WITRP 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 of July 29, 2016, Mr. Lipson directly owned 9,713 Shares. As the managing member of WILLC, Mr. Lipson may be deemed the beneficial owner of the (i) 900 Shares owned by WILLC, (ii) 557,209 Shares owned by WIHP and (iii) 380,380 Shares owned by WITRP. |
Percentage: Approximately 4.2%
| (b) | 1. Sole power to vote or direct vote: 948,202 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 948,202 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Lipson has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the Shares by WIHP and WITRP 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 July 29, 2016, BPIP beneficially owned 250,945 Shares. |
Percentage: Approximately 1.1%
| (b) | 1. Sole power to vote or direct vote: 250,945 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 250,945 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by BPIP since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | BPM, as the managing member of BPIP, may be deemed the beneficial owner of the 250,945 Shares owned by BPIP. |
Percentage: Approximately 1.1%
| (b) | 1. Sole power to vote or direct vote: 250,945 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 250,945 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | BPM has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the Shares by BPIP since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Mr. Ferguson, as a managing member of BPM, may be deemed the beneficial owner of the 250,945 Shares owned by BPIP. |
Percentage: Approximately 1.1%
| (b) | 1. Sole power to vote or direct vote: 250,945 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 250,945 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Ferguson has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the Shares by BPIP 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 July 29, 2016, Mr. Chelo, did not beneficially own any Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Chelo has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. |
| (a) | As of the close of business on July 29, 2016, Mr. Crouse, did not beneficially own any Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Crouse has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the 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.
Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following:
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: August 1, 2016 | WESTERN INVESTMENT HEDGED PARTNERS L.P. |
| | |
| By: | Western Investment LLC |
| | General Partner |
| | |
| By: | |
| | Name: | Arthur D. Lipson |
| | Title: | Managing Member |
| WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. |
| | |
| By: | Western Investment LLC |
| | General Partner |
| | |
| By: | |
| | Name: | Arthur D. Lipson |
| | Title: | Managing Member |
| WESTERN INVESTMENT LLC |
| | |
| By: | |
| | Name: | Arthur D. Lipson |
| | Title: | Managing Member |
| |
| ARTHUR D. LIPSON, Individually and as attorney-in-fact for Matthew S. Crouse |
| BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. |
| | |
| By: | Benchmark Plus Management, L.L.C. |
| | Managing Member |
| | |
| By: | |
| | Name: | Robert Ferguson |
| | Title: | Manager |
| BENCHMARK PLUS MANAGEMENT, L.L.C. |
| | |
| By: | |
| | Name: | Robert Ferguson |
| | Title: | Manager |
| | |
| |
| ROBERT FERGUSON, Individually and as attorney-in-fact for Neil R. Chelo |
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 3 to the Schedule 13D
Date of Purchase/Sale | Shares of Common Stock Purchased/(Sold) | Price Per Share($) |
|
WESTERN INVESTMENT HEDGED PARTNERS L.P. |
7/20/2016 | (991) | 8.4813 |
7/21/2016 | (3,600) | 8.4786 |
7/25/2016 | 100 | 8.4635 |
7/25/2016 | (400) | 8.4697 |
7/28/2016 | (7,000) | 8.4584 |
7/29/2016 | (34,100) | 8.5281 |
| | |
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P. |
7/20/2016 | (700) | 8.4813 |
7/21/2016 | (2,500) | 8.4786 |
7/25/2016 | 100 | 8.4635 |
7/25/2016 | (300) | 8.4697 |
7/28/2016 | (4,800) | 8.4584 |
7/29/2016 | (23,300) | 8.5281 |
| | |
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. |
7/21/2016 | (1,677) | 8.4726 |
7/25/2016 | (148) | 8.4021 |
7/28/2016 | (3,215) | 8.4553 |
7/29/2016 | (15,278) | 8.5275 |