Washington, D.C. 20549
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
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
).
CUSIP NO. 416196202
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1
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NAME OF REPORTING PERSON
BLR Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (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
WC
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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
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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|
SOLE VOTING POWER
578,835
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
578,835
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,835
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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)
9.3%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 416196202
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1
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NAME OF REPORTING PERSON
BLRPart, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (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
AF
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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
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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|
SOLE VOTING POWER
578,835
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
578,835
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10
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SHARED DISPOSITIVE POWER
- 0 -
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|
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|
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11
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,835
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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)
9.3%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 416196202
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1
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NAME OF REPORTING PERSON
BLRGP Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (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
AF
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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
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
578,835
|
|
8
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|
SHARED VOTING POWER
- 0 -
|
|
9
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|
SOLE DISPOSITIVE POWER
578,835
|
|
10
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,835
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
14
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TYPE OF REPORTING PERSON
CO
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CUSIP NO. 416196202
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1
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NAME OF REPORTING PERSON
Fondren Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
|
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
AF
|
5
|
|
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
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
578,835
|
|
8
|
|
SHARED VOTING POWER
- 0 -
|
|
9
|
|
SOLE DISPOSITIVE POWER
578,835
|
|
10
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,835
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
|
14
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 416196202
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1
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NAME OF REPORTING PERSON
FMLP Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (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
AF
|
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
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
578,835
|
|
8
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SHARED VOTING POWER
- 0 -
|
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9
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|
SOLE DISPOSITIVE POWER
578,835
|
|
10
|
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SHARED DISPOSITIVE POWER
- 0 -
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,835
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP NO. 416196202
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1
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NAME OF REPORTING PERSON
The Radoff Family Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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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
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
22,000
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8
|
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SHARED VOTING POWER
- 0 -
|
|
9
|
|
SOLE DISPOSITIVE POWER
22,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
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|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,000
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
|
14
|
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TYPE OF REPORTING PERSON
CO
|
CUSIP NO. 416196202
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1
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NAME OF REPORTING PERSON
Bradley L. Radoff
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
|
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SEC USE ONLY
|
4
|
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SOURCE OF FUNDS
AF
|
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
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
600,835
|
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8
|
|
SHARED VOTING POWER
- 0 -
|
|
9
|
|
SOLE DISPOSITIVE POWER
600,835
|
|
10
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,835
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
|
14
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TYPE OF REPORTING PERSON
IN
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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 as follows:
The Shares purchased by BLR Partners and Radoff 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. The aggregate purchase price of the 578,835 Shares held directly by BLR Partners is approximately $5,991,347, including brokerage commissions. The aggregate purchase price of the 22,000 Shares held directly by Radoff Foundation is approximately $218,036, including brokerage commissions.
Item 4.
|
Purpose of Transaction
.
|
Item 4 is hereby supplemented and superseded, as the case may be, as follows:
This Amendment No. 3 is being filed to report acquisitions of beneficial ownership of Shares in an amount equal to one percent or more of the Issuer’s outstanding Shares since the previous Schedule 13D amendment. The disclosure in Item 5(c) below regarding transactions in Shares effected during the previous 60 days is incorporated by reference herein.
Item 5.
|
Interest in Securities of the Issuer
.
|
Item 5 is hereby amended and restated as follows:
The aggregate percentage of Shares reported as beneficially owned by each person named herein is based upon 6,256,504 Shares outstanding as of April 15, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 11, 2018.
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(a)
|
As of the close of business on May 23, 2018, BLR Partners beneficially owned 578,835 Shares.
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Percentage: Approximately 9.3%
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(b)
|
1. Sole power to vote or direct vote: 578,835
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2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 578,835
4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference.
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(a)
|
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 578,835 Shares beneficially owned by BLR Partners.
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Percentage: Approximately 9.3%
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(b)
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1. Sole power to vote or direct vote: 578,835
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2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 578,835
4. Shared power to dispose or direct the disposition: 0
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(c)
|
BLRPart GP has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in the Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference.
|
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(a)
|
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 578,835 Shares beneficially owned by BLR Partners.
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Percentage: Approximately 9.3%
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(b)
|
1. Sole power to vote or direct vote: 578,835
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2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 578,835
4. Shared power to dispose or direct the disposition: 0
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(c)
|
BLRGP has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in the Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 578,835 Shares beneficially owned by BLR Partners.
|
Percentage: Approximately 9.3%
|
(b)
|
1. Sole power to vote or direct vote: 578,835
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2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 578,835
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
Fondren Management has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in the Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference.
|
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(a)
|
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 578,835 Shares beneficially owned by BLR Partners.
|
Percentage: Approximately 9.3%
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(b)
|
1. Sole power to vote or direct vote: 578,835
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2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 578,835
4. Shared power to dispose or direct the disposition: 0
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(c)
|
FMLP has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in the Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference.
|
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(a)
|
As of the close of business on May 23, 2018, Radoff Foundation beneficially owned 22,000 Shares.
|
Percentage: Approximately 0.4%
|
(b)
|
1. Sole power to vote or direct vote: 22,000
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2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 22,000
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
Radoff Foundation has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment.
|
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(a)
|
Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation, may be deemed the beneficial owner of the (i) 578,835 Shares beneficially owned by BLR Partners and (ii) 22,000 Shares beneficially owned by Radoff Foundation.
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Percentage: Approximately 9.6%
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(b)
|
1. Sole power to vote or direct vote: 600,835
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2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 600,835
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
Mr. Radoff has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference.
|
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(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, Shares.
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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: May 24, 2018
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BLR Partners LP
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By:
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BLRPart, LP
General Partner
|
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|
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By:
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BLRGP Inc.
General Partner
|
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|
|
|
|
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By:
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/s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
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BLRPart, LP
|
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|
|
|
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By:
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BLRGP Inc.
General Partner
|
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|
|
|
|
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By:
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/s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
|
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BLRGP Inc.
|
|
|
|
|
|
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By:
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/s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
|
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|
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Fondren Management, LP
|
|
|
|
|
|
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By:
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FMLP Inc.
General Partner
|
|
|
|
|
|
|
By:
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/s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
|
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FMLP Inc.
|
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|
|
|
|
|
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By:
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/s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
|
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The Radoff Family Foundation
|
|
|
|
|
|
By:
|
/s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Director
/s/ Bradley L. Radoff
Bradley L. Radoff
|
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SCHEDULE A
Except as previously disclosed in this Schedule 13D, as amended, the following tables sets forth all transactions by the Reporting Persons with respect to Shares effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on May 23, 2018. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
|
|
|
|
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Nature of Transaction
|
|
Securities
Purchased/(Sold)
|
|
|
Price per Share ($)
|
|
|
Date of
Purchase / Sale
|
|
BLR PARTNERS LP
|
|
Purchase of Shares
|
|
|
18,404
|
|
|
|
10.077
|
|
|
|
5/11/2018
|
|
Purchase of Shares
|
|
|
7,797
|
|
|
|
10.485
|
|
|
|
5/14/2018
|
|
Purchase of Shares
|
|
|
2,839
|
|
|
|
10.567
|
|
|
|
5/15/2018
|
|
Purchase of Shares
|
|
|
2,361
|
|
|
|
10.443
|
|
|
|
5/17/2018
|
|
Purchase of Shares
|
|
|
10,926
|
|
|
|
10.943
|
|
|
|
5/18/2018
|
|
Purchase of Shares
|
|
|
10,000
|
|
|
|
11.156
|
|
|
|
5/21/2018
|
|
Purchase of Shares
|
|
|
15,984
|
|
|
|
11.054
|
|
|
|
5/22/2018
|
|
Purchase of Shares
|
|
|
10,825
|
|
|
|
11.025
|
|
|
|
5/23/2018
|
|