(Amendment No. 3)
1
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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THE COMMITTEE FOR AEGEAN ACCOUNTABILITY
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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5,962,215
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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5,962,215
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,962,215
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.7%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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TYLER BARON
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,808,000
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,808,000
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,808,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.4%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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JUSTIN MOORE
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,000
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,000
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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AUGUST ROTH
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,000
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,000
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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RBM Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
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NUMBER OF
|
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7
|
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SOLE VOTING POWER
|
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SHARES
|
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|
BENEFICIALLY
|
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|
1,807,000
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OWNED BY
|
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8
|
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SHARED VOTING POWER
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EACH
|
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|
|
|
REPORTING
|
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,807,000
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|
10
|
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SHARED DISPOSITIVE POWER
|
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|
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- 0 -
|
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
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1,807,000
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
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4.4%
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|
14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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SHAH CAPITAL OPPORTUNITY FUND LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
|
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3
|
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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OO
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|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,268,700
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,268,700
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,268,700
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
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|
|
|
|
|
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|
PN
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1
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NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
SHAH CAPITAL LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,268,700
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,268,700
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,268,700
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
SHAH CAPITAL MANAGEMENT INC.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
NORTH CAROLINA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,461,207
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,461,207
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,461,207
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.6%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
HIMANSHU H. SHAH
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
35,594
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,461,207
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
35,594
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,461,207
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,496,801
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.7%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
TOWLE CAPITAL PARTNERS LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
313,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
313,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
313,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
TOWLE DEEP VALUE FUND
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
324,700
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
324,700
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
324,700
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
TOWLE & CO.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
MISSOURI
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,020,679
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,020,679
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,020,679
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JOSEPH E. TOWLE
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
69,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,020,679
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
69,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,020,679
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,089,679
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CHRISTOPHER D. TOWLE
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
27,735
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,020,679
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
27,735
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,020,679
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,048,414
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
RAYMOND J. BARTOSZEK
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
175,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
175,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
175,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
THE KIRSHNER LIVING TRUST DTD 4/29/2015
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
FLORIDA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
3,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
DAVID K. KIRSHNER
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
3,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
DONALD A. MOORE
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
UNITED KINGDOM
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
360,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
360,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
360,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 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 Mr. Baron were purchase
d with personal funds (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of
the 1,000 Shares directly owned by Mr. Baron is approximately $4,304, excluding brokerage commissions.
The
Shares purchased by Mr. Roth were purchased with personal funds (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 1,000 Shares directly
owned by Mr. Roth is approximately $4,627, including brokerage commissions.
The
Shares purchased by Mr. J. Moore were purchased with personal funds (which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 1,000 Shares
directly owned by Mr. Moore is approximately $4,158, including brokerage commissions.
The
Shares held by RBM were contributed to RBM by each of Messrs. Baron, Moore and Roth. The aggregate purchase price of the 1,807,000
Shares held by RBM is approximately $7,935,186, including brokerage commissions.
The
Shares purchased by each of Shah Opportunity and held in the Shah Man
agement Account were purchased with the investment
capital of Shah Management clients (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business) in open market transactions. The aggregate purchase price of the 1,268,700 Shares beneficially owned by Shah
Opportunity is approximately $5,069,063, including brokerage commissions. The aggregate purchase price of the 192,507 Shares held
in the Shah Management Account is approximately $1,542,170, including brokerage commissions.
The Shares purchased
by Mr. Shah were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market transactions. The aggregate purchase price of the 35,594 Shares directly beneficially
owned by Mr. Shah and is approximately $156,614, including brokerage commissions.
The Shares purchased
by each of Towle Capital, Towle Value and held in the Towle Account were purchased with the investment capital of Towle clients
(which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market
transactions. The aggregate purchase price of the 313,000 Shares beneficially owned Towle Capital is approximately $2,014,123,
excluding brokerage commissions. The aggregate purchase price of the 324,700 Shares beneficially owned Towle Value is approximately
$2,503,795, excluding brokerage commissions. The aggregate purchase price of the 1,382,979 Shares held in the Towle Account is
approximately $9,457,524, excluding brokerage commissions.
The Shares purchased
by each of Messrs. J. Towle and C. Towle were purchased with personal funds (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 69,000
Shares owned directly and beneficially by Mr. J. Towle, including the 10,100 Shares owned by Ellwood House Association (“Ellwood”),
a non-profit organization of which Mr. J. Towle is the investment manager, is approximately $404,492, including brokerage commissions.
The aggregate purchase price of the 27,735 Shares owned directly and beneficially by Mr. C. Towle, including (i) 4,500 Shares directly
owned by his spouse, and (ii) 1,235 Shares owned by Towle Institutional Partners, LP (“Towle Partners”), of which Mr.
C. Towle is the general partner and investment manager, is approximately $171,714, including brokerage commissions.
The Shares purchased
by Mr. Bartoszek were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market transactions. The aggregate purchase price of the 175,000 Shares beneficially
owned by Mr. Bartoszek is approximately $788,603, including brokerage commissions.
The Shares purchased
by the Kirshner Trust were purchased with the personal funds of Mr. Kirshner (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 3,000
Shares beneficially owned by the Kirshner Trust is approximately $14,275, including brokerage commissions.
The Shares purchased
by Mr. D. Moore were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market transactions. The aggregate purchase price of the 360,000 Shares beneficially
owned by Mr. D. Moore is approximately $875,999, including brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended
to add the following:
On February 20, 2018,
the Issuer announced that its board of directors (the “Board”) approved a definitive
agreement
(the “Agreement”) to acquire all of the outstanding share capital of H.E.C. Europe Limited ("H.E.C."), from
the shareholders of H.E.C. (the "Sellers"), for the aggregate consideration of approximately $367 million, which would
include the assumption of certain indebtedness payable in the form of a combination of debt, the assignment of certain accounts
receivables, cash and shares of the Issuer’s Common Stock (the "Consideration Shares"), which would represent approximately
33% of the issued and outstanding Common Stock of the Issuer after giving effect to the issuance (the “Transaction”).
The Issuer stated that the Sellers were companies owned and controlled by the Issuer’s founder and former Head of Corporate
Development Dimitris Melisanidis, and certain members of his family, and members of the Agiostratitis family (collectively, the
"Seller Owners"). In connection with the Agreement, the Issuer also announced proposed changes to the Board upon the
closing of the Transaction in which the Sellers, subject to certain conditions, would designate two nominees for appointment or
election to the Board, and the Issuer would appoint one additional independent director to the Board effective as of the closing
of the Transaction, thereby creating an eight-member Board. The Issuer further stated that the Transaction did not require approval
from shareholders under its Articles of Incorporation.
On
March 7, 2018, Messrs. Baron, Moore and Roth contributed all of their Shares, except for 1,000 Shares each, to RBM Holdings LLC
(“RBM”), in exchange for limited liability company interests in RBM. Mr. Baron is the manager of RBM.
On
March 8, 2018, RBM filed an action for a temporary restraining order
(the “TRO”)
in
the United States District Court in the Southern District of New York to seek to enjoin the Transaction based on, among
other factors, its likelihood to dilute and disenfranchise the Issuer’s existing shareholders
.
On March 12, 2018, Judge Preska granted the TRO and enjoined the proposed Transaction for fourteen days. On March 16, 2018,
Judge Preska extended the TRO until April 9, 2018 and granted the Reporting Persons’ motion for expedited discovery. The
parties to the litigation agreed to temporarily stay the proceeding and filed a stipulation and scheduling order on March 20, 2018,
setting out the terms of the temporary stay.
On
March 27, 2018, the Issuer announced the expiration of the Agreement since the contractual deadline of March 27, 2018 for obtaining
all necessary approvals for the Agreement had not been waived, and that the Agreement therefore had terminated in accordance with
its terms.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 40,640,422 Shares outstanding as of September 30, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Report of Foreign Issuer on Form 6-K filed with the
Securities and Exchange Commission on November 15, 2017.
|
(a)
|
As of the close of business on April 3, 2018, Mr. Baron directly owned 1,000 Shares. Mr. Baron,
as the manager of RBM, may be deemed the beneficial owner of the 1,807,000 Shares owned by RBM.
|
Percentage: Approximately 4.4%
|
(b)
|
1. Sole power to vote or direct vote: 1,808,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,808,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Baron has not entered into any transactions in the Shares since the filing of Amendment No.
2 to the Schedule 13D.
On March 7, 2018, Mr. Baron contributed all but 1,000 of his Shares
to RBM in exchange for limited liability company interests in RBM.
|
|
(a)
|
As of the close of business on April 3, 2018, Mr. J. Moore directly owned 1,000 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 1,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. J. Moore has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.
On March 7, 2018, Mr. J. Moore contributed all but 1,000 of his
Shares to RBM in exchange for limited liability company interests in RBM.
|
|
(a)
|
As of the close of business on April 3, 2018, Mr. Roth directly owned 1,000 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 1,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Roth has not entered into any transactions in the Shares since the filing of Amendment No.
2 to the Schedule 13D.
On March 7, 2018, Mr. Roth contributed all but 1,000 of his Shares
to RBM in exchange for limited liability company interests in RBM.
|
|
(a)
|
As of the close of business on April 3, 2018, RBM beneficially owned 1,807,000 Shares
|
Percentage: Approximately 4.4%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,807,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,807,000
|
|
(c)
|
RBM has not entered into any transactions in the Shares since the filing of Amendment No. 2 to
the Schedule 13D.
|
|
(a)
|
As of the close of business on April 3, 2018, Shah Opportunity beneficially owned 1,268,700 Shares.
|
Percentage: Approximately 3.1%
|
(b)
|
1. Sole power to vote or direct vote: 1,268,700
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,268,700
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Shah Opportunity since the filing of Amendment No. 2 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Shah Capital, as the general partner of Shah Opportunity, may be deemed the beneficial owner of
the 1,268,700 Shares owned by Shah Opportunity.
|
Percentage: Approximately 3.1%
|
(b)
|
1. Sole power to vote or direct vote: 1,268,700
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,268,700
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Shah Capital has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Shah Opportunity since the filing of Amendment No. 2 to
the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on April 3, 2018, 192,507 Shares were held in the Shah Management Account.
Shah Management, as the investment manager of Shah Opportunity, may be deemed the beneficial owner of 1,461,207 Shares consisting
of 1,268,700 Shares owned by Shah Opportunity.
|
Percentage: Approximately 3.6%
|
(b)
|
1. Sole power to vote or direct vote: 1,461,207
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,461,207
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Shah Management has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Shah Opportunity since the filing of Amendment No. 2 to
the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on April 3, 2018, Mr. Shah directly owned 35,594 Shares. Mr. Shah,
as President and Chief Investment Officer of Shah Management and the managing member Shah Capital, may be deemed the beneficial
owner of 1,496,801 Shares consisting of (i) 1,268,700 Shares owned by Shah Opportunity and (ii) 192,507 Shares held in the Shah
Management Account.
|
Percentage: Approximately 3.7%
|
(b)
|
1. Sole power to vote or direct vote: 35,594
2. Shared power to vote or direct vote: 1,461,207
3. Sole power to dispose or direct the disposition: 35,594
4. Shared power to dispose or direct the disposition: 1,461,207
|
|
(c)
|
Mr. Shah has not entered into any transactions in the Shares since the filing of Amendment No.
2 to the Schedule 13D. The transactions in the Shares on behalf of Shah Opportunity since the filing of Amendment No. 2 to the
Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on April 3, 2018, Towle Capital beneficially owned 313,000 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 313,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 313,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Towle Capital has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.
|
|
(a)
|
As of the close of business on April 3, 2018, Towle Value beneficially owned 324,700 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 324,700
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 324,700
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Towle Value has not entered into any transactions in the Shares since the filing of Amendment No.
2 to the Schedule 13D.
|
|
(a)
|
As of the close of business on April 3, 2018, 1,382,979 Shares were held in the Towle Account.
Towle, as the general partner of Towle Capital and investment manager of Towle Value, may be deemed the beneficial owner of 2,020,679
Shares consisting of (i) 313,000 shares owned by Towle Capital and (ii) 324,700 shares owned by Towle Value.
|
Percentage: Approximately 5.0%
|
(b)
|
1. Sole power to vote or direct vote: 2,020,679
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,020,679
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Towle since the filing of Amendment No. 2 to the Schedule 13D
are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on April 3, 2018, Mr. J. Towle directly owned 58,900 Shares and, as
the investment manager of Ellwood, may be deemed the beneficial owner of the 10,100 Shares held by Ellwood. Mr. J. Towle, as a
partner of Towle, may be deemed the beneficial owner of 2,087,289 Shares including (i) 1,382,979 Shares held in the Towle Account;
(ii) 313,000 Shares owned by Towle Capital and (iii) 324,700 Shares owned by Towle Value.
|
Percentage: Approximately 5.1%
|
(b)
|
1. Sole power to vote or direct vote: 69,000
2. Shared power to vote or direct vote: 2,020,679
3. Sole power to dispose or direct the disposition: 69,000
4. Shared power to dispose or direct the disposition: 2,020,679
|
|
(c)
|
Mr. J. Towle has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.
|
|
(a)
|
As of the close of business on April 3, 2018, Mr. C. Towle directly owned 26,500 Shares, including
4,500 Shares owned by his spouse. Mr. C. Towle, as general partner of Towle Partners, may be deemed the beneficial owner of the
1,235 Shares held by Towle Partners. Mr. C. Towle, as a partner of Towle, may be deemed the beneficial owner of 2,046,024 Shares
including (i) 1,382,979 Shares held in the Towle Account; (ii) 313,000 Shares owned by Towle Capital and (iii) 324,700 Shares owned
by Towle Value.
|
Percentage: Approximately 5.1%
|
(b)
|
1. Sole power to vote or direct vote: 27,735
2. Shared power to vote or direct vote: 2,020,679
3. Sole power to dispose or direct the disposition: 27,735
4. Shared power to dispose or direct the disposition: 2,020,679
|
|
(c)
|
Mr. C. Towle has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.
|
|
(a)
|
As of the close of business on April 3, 2018, Mr. Bartoszek directly owned 175,000 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 175,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 175,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Mr. Bartoszek since the filing of Amendment No. 2 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on April 3, 2018, the Kirshner Trust beneficially owned 3,000 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 3,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The Kirshner Trust has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.
|
|
(a)
|
Mr. Kirshner, as the trustee of the Kirshner Trust, may be deemed the beneficial owner of the 3,000
Shares owned by the Kirshner Trust.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 3,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Kirshner has not entered into any transactions in the Shares since the filing of Amendment
No. 2 the Schedule 13D.
|
|
(a)
|
As of the close of business on April 2, 2018, Mr. D. Moore directly owned 360,000 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 360,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 360,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Mr. D. Moore since the filing of Amendment No. 2 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
As of the close of
business on April 3, 2018, the Reporting Persons collectively beneficially owned an aggregate of 5,962,215 Shares, constituting
approximately 14.7% of the Shares outstanding.
Each Reporting Person,
as a member of a “group” with the other Reporting Persons 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.
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: April 3, 2018
|
|
|
|
|
/s/ Tyler Baron
|
|
Tyler Baron
|
|
|
|
|
|
/s/ August Roth
|
|
August Roth
|
|
|
|
|
|
/s/ Justin Moore
|
|
Justin Moore
|
|
RBM Holdings LLC
|
|
|
|
By:
|
/s/ Tyler Baron
|
|
|
Name:
|
Tyler Baron
|
|
|
Title:
|
Manager
|
|
Shah Capital Opportunity Fund LP
|
|
|
|
By:
|
Shah Capital LLC, its General Partner
|
|
By:
|
/s/ Himanshu H. Shah
|
|
|
Name:
|
Himanshu H. Shah
|
|
|
Title:
|
Managing Member
|
|
Shah Capital LLC
|
|
|
|
By:
|
/s/ Himanshu H. Shah
|
|
|
Name:
|
Himanshu H. Shah
|
|
|
Title:
|
Managing Member
|
|
Shah Capital Management
|
|
|
|
By:
|
/s/ Himanshu H. Shah
|
|
|
Name:
|
Himanshu H. Shah
|
|
|
Title:
|
President and Chief Investment Officer
|
|
|
|
|
|
/s/ Himanshu H. Shah
|
|
Himanshu H. Shah
|
|
Towle Capital Partners LP
|
|
|
|
By:
|
Towle & Co., its General Partner
|
|
By:
|
/s/ Christopher D. Towle
|
|
|
Name:
|
Christopher D. Towle
|
|
|
Title:
|
President and CEO
|
|
Towle Deep Value Fund
|
|
|
|
By:
|
Towle & Co., its Investment Manager
|
|
By:
|
/s/ Christopher D. Towle
|
|
|
Name:
|
Christopher D. Towle
|
|
|
Title:
|
President and CEO
|
|
Towle & Co.
|
|
|
|
By:
|
/s/ Christopher D. Towle
|
|
|
Name:
|
Christopher D. Towle
|
|
|
Title:
|
President and CEO
|
|
|
|
|
|
/s/ Joseph E. Towle
|
|
Joseph E. Towle
|
|
|
|
|
|
/s/ Christopher D. Towle
|
|
Christopher D. Towle
|
|
|
|
|
|
/s/ Raymond J. Bartoszek
|
|
Raymond J. Bartoszek
|
|
The Kirshner Living Trust dtd 04/29/2015
|
|
|
|
By:
|
/s/ David K. Kirshner
|
|
|
Name:
|
David K. Kirshner
|
|
|
Title:
|
Trustee
|
|
|
|
|
|
/s/ David K. Kirshner
|
|
David K. Kirshner
|
|
|
|
|
|
/s/ Donald A. Moore
|
|
Donald A. Moore
|
SCHEDULE A
Transactions in the Shares Since
the Filing of Amendment No. 2 to the Schedule 13D
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Shah
Capital opportunity fund lp
Purchase of Common Stock
|
303,800
|
2.4456
|
03/09/2018
|
Purchase of Common Stock
|
84,900
|
2.5000
|
03/13/2018
|
Purchase of Common Stock
|
15,000
|
2.1238
|
03/26/2018
|
towle
& co.
Purchase of Common Stock
|
990
|
*
|
03/12/2018
|
Purchase of Common Stock
|
1,400
|
2.3310
|
03/29/2018
|
Raymond
j. bartoszek
Purchase of Common Stock
|
15,000
|
2.4500
|
03/28/2018
|
DONALD
a. MOORE
Purchase of Common Stock
|
160,000
|
2.4458
|
03/28/2018
|
Purchase of Common Stock
|
200,000
|
2.3718
|
04/02/2018
|
*Represents in-kind transfers of Shares in to Towle & Co. managed
accounts.