The following constitutes Amendment No. 2 to Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 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 each of Vertex Opportunities and VSO II 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, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,198,514 Shares beneficially owned by Vertex Opportunities is approximately $3,204,077, excluding brokerage commissions. The aggregate purchase price of the 1,186,548 Shares beneficially owned by VSO II is approximately $2,773,167, excluding brokerage commissions.
Item 5. | Interest in Securities of the Issuer. |
Item 5(a)-(c) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 36,801,993 Shares outstanding, which is the total number of Shares outstanding as of July 28, 2015 as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on August 10, 2015.
| (a) | As of the close of business on August 13, 2015 Vertex Opportunities beneficially owned 1,198,514 Shares. |
Percentage: Approximately 3.3%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 1,198,514 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 1,198,514 |
| (c) | The transactions in the Shares by Vertex Opportunities during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on August 13, 2015 VSO II beneficially owned 1,186,548 Shares. |
Percentage: Approximately 3.2%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 1,186,548 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 1,186,548 |
| (c) | The transactions in the Shares by VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Vertex GP, as the general partner of Vertex Opportunities, may be deemed the beneficial owner of the 1,198,514 shares owned by Vertex Opportunities. |
Percentage: Approximately 3.3%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 1,198,514 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 1,198,514 |
| (c) | Vertex GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Vertex Opportunities during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 1,186,548 shares owned by VSO II. |
Percentage: Approximately 3.2%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 1,186,548 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 1,186,548 |
| (c) | VSO GP II has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Vertex Capital, as the investment manager of Vertex Opportunities and VSO II, may be deemed the beneficial owner of the (i) 1,198,514 Shares owned by Vertex Opportunities and (ii) 1,186,548 Shares owned by VSO II. |
Percentage: Approximately 6.5%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 2,385,062 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 2,385,062 |
| (c) | Vertex Capital has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Vertex Opportunities and VSO II, during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Mr. Singer, as the managing member of Vertex GP, VSO GP II and Vertex Capital, may be deemed the beneficial owner of the (i) 1,198,514 Shares owned by Vertex Opportunities and (ii) 1,186,548 Shares owned by VSO II. |
Percentage: Approximately 6.5%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 2,385,062 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 2,385,062 |
| (c) | Mr. Singer has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Vertex Opportunities and VSO II, during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their 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: August 13, 2015
| Vertex Opportunities Fund, LP |
| |
| By: | Vertex GP, LLC General Partner |
| |
| By: | /s/ Eric Singer |
| | Name: | Eric Singer |
| | Title: | Managing Member |
| Vertex GP, LLC |
| |
| By: | /s/ Eric Singer |
| | Name: | Eric Singer |
| | Title: | Managing Member |
| Vertex Special Opportunities Fund II, LP |
| |
| By: | Vertex Special Opportunities GP II, LLC General Partner |
| | |
| By: | /s/ Eric Singer |
| | Name: | Eric Singer |
| | Title: | Managing Member |
| Vertex Special Opportunities GP II, LLC |
| |
| By: | /s/ Eric Singer |
| | Name: | Eric Singer |
| | Title: | Managing Member |
| Vertex Capital Advisors, LLC |
| |
| By: | /s/ Eric Singer |
| | Name: | Eric Singer |
| | Title: | Managing Member |
| /s/ Eric Singer |
| Eric Singer |
SCHEDULE A
Transactions in Securities of the Issuer During the Past Sixty Days
Nature of the Transaction | Securities Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
VERTEX OPPORTUNITIES FUND, LP
Sale of Common Stock | (996) | 2.7600 | 07/24/2015 |
Sale of Common Stock | (10,482) | 2.7747 | 07/27/2015 |
Sale of Common Stock | (40,549) | 2.7921 | 07/28/2015 |
Sale of Common Stock | (996) | 2.8610 | 07/29/2015 |
Sale of Common Stock | (996) | 2.8700 | 07/31/2015 |
Sale of Common Stock | (74,767) | 2.9300 | 08/11/2015 |
Sale of Common Stock | (176,830) | 2.7573 | 08/12/2015 |
VERTEX SPECIAL OPPORTUNITIES FUND II, LP
Sale of Common Stock | (1,004) | 2.7600 | 07/24/2015 |
Sale of Common Stock | (10,561) | 2.7747 | 07/27/2015 |
Sale of Common Stock | (40,857) | 2.7921 | 07/28/2015 |
Sale of Common Stock | (1,004) | 2.8610 | 07/29/2015 |
Sale of Common Stock | (1,004) | 2.8700 | 07/31/2015 |
Sale of Common Stock | (75,333) | 2.9300 | 08/11/2015 |
Sale of Common Stock | (178,170) | 2.7573 | 08/12/2015 |