The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Effective December 28, 2015, certain of the Reporting Persons underwent a name change. Accordingly, Item 2(a) is hereby amended and restated as follows:
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(a)
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This statement is filed by:
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(i)
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VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership formerly known as Vertex Opportunities Fund, LP, with respect to the Shares directly and beneficially owned by it;2
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(ii)
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VIEX Special Opportunities III, LP (“VSO III”), a Delaware limited partnership formerly known as Vertex Special Opportunities III, LP, with respect to the Shares directly and beneficially owned by it;
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(iv)
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VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company formerly known as Vertex GP, LLC, as the general partner of Series One;
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(v)
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VIEX Special Opportunities GP III, LLC (“VSO GP III”), a Delaware limited liability company formerly known as Vertex Special Opportunities GP III, LLC, as the general partner of VSO III;
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(vi)
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VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company formerly known as Vertex Capital Advisors, LLC, as the investment manager of each of Series One and VSO III; and
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(vii)
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Eric Singer, as managing member of each of VIEX GP, VSO GP III, and VIEX Capital.
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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 each of Series One and VSO III 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 1,043,530 Shares beneficially owned by Series One is approximately $6,114,044, excluding brokerage commissions.
2 On June 17, 2015, VIEX Opportunities Fund, LP (f/k/a Vertex Opportunities Fund, LP) became a series limited liability company and the Shares previously reported to be owned by it are now deemed to be owned by “VIEX Opportunities Fund, LP – Series One.”
The aggregate purchase price of the 541,057 Shares beneficially owned by VSO III is approximately $2,877,051, excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 31,792,264 Shares outstanding, which is the total number of Shares outstanding as of October 27, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange Commission on October 29, 2015.
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(a)
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As of the close of business on December 30, 2015, Series One may be deemed to beneficially own 1,043,530 Shares.
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Percentage: Approximately 3.28%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,043,530
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,043,530
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(c)
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The transactions in the Shares in the past 60 days are set forth in Schedule A and are incorporated herein by reference
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(a)
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As of the close of business on December 30, 2015, VSO III may be deemed to beneficially own 541,057 Shares.
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Percentage: Approximately 1.7%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 541,057
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 541,057
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(c)
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The transactions in the Shares by VSO III in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,043,530 Shares that may be deemed to be beneficially owned by Series One.
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Percentage: Approximately 3.28%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,043,530
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,043,530
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(c)
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VIEX GP has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Series One in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 541,057 Shares that may be deemed to be beneficially owned by VSO III.
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Percentage: Approximately 1.7%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 541,057
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 541,057
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(c)
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VSO GP III has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of VSO III in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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VIEX Capital, as the investment manager of Series One and VSO III, may be deemed the beneficial owner of the (i) 1,043,530 Shares that may be deemed to be beneficially owned by Series One and (ii) 541,057 Shares that may be deemed to be beneficially owned by VSO III.
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Percentage: Approximately 4.98%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,584,587
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,584,587
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(c)
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VIEX Capital has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of VSO III in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Singer, as the managing member of VIEX GP, VSO GP III and VIEX Capital, may be deemed the beneficial owner of the (i) 1,043,530 Shares that may be deemed to be beneficially owned by Series One and (iii) 541,057 Shares that may be deemed to be beneficially owned by VSO III.
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Percentage: Approximately 4.98%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,584,587
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,584,587
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(c)
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Mr. Singer has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of VSO III in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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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 Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) As of December 30, 2015, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
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: December 31, 2015
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VIEX Opportunities Fund, LP – Series One
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By:
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VIEX GP, LLC
General Partner
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX GP, LLC
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX Special Opportunities Fund III, LP
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By:
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VIEX Special Opportunities GP III, LLC
General Partner
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX Special Opportunities GP III, LLC
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX Capital Advisors, LLC
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By:
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/s/ Eric Singer |
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Name:
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Eric Singer
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Title:
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Managing Member
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/s/ Eric Singer |
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Eric Singer
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SCHEDULE A
Transactions in the Shares in the Past Sixty Days
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Class of Security
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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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VIEX OPPORTUNITIES FUND, LP – SERIES ONE
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Common Stock
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(8,592)
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6.2250
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11/02/2015
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Common Stock
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(19,332)
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6.4029
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11/03/2015
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Common Stock
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(10,194)
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6.6951
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11/04/2015
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Common Stock
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(8,434)
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6.7436
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11/05/2015
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Common Stock
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(501)
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6.7629
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11/06/2015
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Common Stock
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(1,626)
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6.4800
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11/16/2015
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Common Stock
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(3,953)
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6.4705
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11/20/2015
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Common Stock
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(988)
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6.6800
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11/23/2015
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Common Stock
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(1,100)
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7.0800
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11/27/2015
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Common Stock
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(14,823)
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7.5790
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12/29/2015
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Common Stock
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(33,036)
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7.6136
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12/29/2015
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Common Stock
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(28,328)
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7.4440
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12/30/2015
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Common Stock
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(16,799)
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7.5564
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12/30/2015
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VIEX SPECIAL OPPORTUNITIES FUND III, LP
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Common Stock
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(3,408)
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6.2250
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11/02/2015
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Common Stock
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(7,668)
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6.4029
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11/03/2015
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Common Stock
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(4,043)
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6.6951
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11/04/2015
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Common Stock
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(3,345)
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6.7436
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11/05/2015
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Common Stock
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(199)
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6.7629
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11/06/2015
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Common Stock
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(645)
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6.4800
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11/16/2015
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December 2015 Put Option ($6.00 Strike Price)3
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2,000
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0.3000
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11/16/2015
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Common Stock
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(2,047)
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6.4705
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11/20/2015
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Common Stock
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(512)
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6.6800
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11/23/2015
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December 2015 Put Option ($5.00 Strike Price)4
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(2,500)
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--
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12/18/2015
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December 2015 Put Option ($6.00 Strike Price)4
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(1,000)
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--
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12/18/2015
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Common Stock
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(7,677)
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7.5790
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12/29/2015
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Common Stock
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(17,111)
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7.6136
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12/29/2015
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Common Stock
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(14,672)
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7.4440
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12/30/2015
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Common Stock
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(8,701)
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7.5564
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12/30/2015
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3 Represents a purchase to cover short position
4 Represents a put option that expired unexercised on December 18, 2015.