The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by the Fund 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 2,748,829 Shares beneficially owned by the Fund (excluding call options) is approximately $7,390,777, including brokerage commissions.
The aggregate purchase price of certain call options exercisable into 503,400 Shares beneficially owned by the Fund is approximately $683,366, including brokerage commissions.
The Shares purchased by the Foundation 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 141,714 Shares beneficially owned by the Fund is approximately $272,899, including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
Based on the Reporting Persons’ recent conversations with management of the Issuer, the Reporting Persons are extremely confident that the Issuer can achieve sustained growth and profitability for the foreseeable future. In addition, the Reporting Persons believe the Issuer’s stock presents a compelling value at these levels.
In addition, on June 22, 2015, the Reporting Persons sent a letter to the Issuer’s Chief Executive Officer, Alex Mashinsky, with a copy to Chair of the Board Sue Swenson and directors Philip Falcone and Robert Pons, regarding the Issuer’s tremendous opportunity to benefit from the growth potential that exists in the IoT market. The full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each Reporting Person is based upon 50,126,853 Shares outstanding as of May 4, 2015, 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 May 11, 2015.
As of the close of business on June 22, 2015, the Fund beneficially owned 3,252,229 Shares, including 503,400 Shares underlying the call options referenced in Item 6, constituting approximately 6.4% of the outstanding Shares. Maguire Asset Management, as the general partner of the Fund, and Mr. Maguire, as the managing member of Maguire Asset Management, may be deemed to beneficially own the Shares beneficially owned by the Fund.
As of the close of business on June 22, 2015, the Foundation beneficially owned 141,714 Shares, constituting less than 1% of the outstanding Shares. Mr. Maguire, as the president of the Foundation, may be deemed to beneficially own the Shares beneficially owned by the Foundation.
Each Reporting Person disclaims beneficial ownership with respect to any Shares other than the Shares owned directly by such Reporting Person.
(b) Maguire Asset Management, the Fund, and Mr. Maguire have the sole power to vote or direct the vote of and to dispose or direct the disposition of the Shares reported owned by the Fund.
The Foundation and Mr. Maguire have the sole power to vote or direct the vote of and to dispose or direct the disposition of the Shares reported owned by the Foundation.
(c) The transactions in the Shares on behalf of the Fund and the Foundation during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended to add the following:
The Fund has purchased in the open market call options referencing an aggregate of 503,400 Shares, which have an exercise price of $4.00 per Share and expire on December 18, 2015.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following exhibit:
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99.1
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Letter to the Chief Executive Officer
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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 23, 2015
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MAGUIRE ASSET MANAGEMENT, LLC
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By:
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Name:
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Timothy Maguire
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Title:
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Managing Member
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MAGUIRE FINANCIAL, LP
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By:
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Maguire Asset Management, LLC,
its general partner
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By:
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Name:
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Timothy Maguire
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Title:
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Managing Member
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TIMOTHY MAGUIRE FOUNDATION
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By:
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Name:
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Timothy Maguire
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Title:
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President
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SCHEDULE A
Transactions in the Shares During the Past 60 Days
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Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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MAGUIRE FINANCIAL, LP
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Sale of Common Stock
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(10,000)
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4.6385
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05/12/2015
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Purchase of Call Option
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500,000 (1)
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5.3412
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05/13/2015
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Sale of Put Option
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(100,000) (2)
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4.6257
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05/14/2015
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Sale of Put Option
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(300,000) (3)
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3.8500
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06/02/2015
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Purchase of Call Option
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3,400 (4)
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4.8000
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06/04/2015
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Purchase of Common Stock
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14,400 (5)
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5.0000
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06/18/2015
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Purchase of Common Stock
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85,600 (5)
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5.0000
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06/19/2015
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Purchase of Common Stock
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300,000 (5)
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4.0000
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06/19/2015
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_______________
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1
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Represents shares underlying American-style call options purchased in the open market, which have a strike price of $4.00 per Share. These call options expire on December 18, 2015.
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2
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Represents shares underlying American-style put options sold in the open market, which had a strike price of $5.00 per Share. These put options expired on June 19, 2015.
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3
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Represents shares underlying American-style put options sold in the open market, which had a strike price of $4.00 per Share. These put options expired on June 19, 2015.
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4
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Represents shares underlying American-style call options purchased in the open market, which have a strike price of $5.00 per Share. These call options expire on December 18, 2015.
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5
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Represents shares purchased in connection with the exercise of certain put options by counterparties.
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