- Statement of Ownership (SC 13G)
March 15 2012 - 4:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Mastech Holdings, Inc.
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(Name of Issuer)
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Common Stock, $.01 par value per share
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(Title of Class of Securities)
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March 6, 2012
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(Date of Event Which Requires Filing
of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
[_] Rule
13d-1(b)
[X] Rule
13d-1(c)
[_] Rule
13d-1(d)
__________
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The
information required in 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.
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57633B100
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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AB
Value Partners, L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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68,974
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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68,974
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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68,974
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.20%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP
No.
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57633B100
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|
|
|
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|
1.
|
NAME
OF REPORTING PERSONS
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|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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AB
Value Management LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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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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CITIZENSHIP
OR PLACE OF ORGANIZATION
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New
Jersey
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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196,986
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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196,986
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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196,986
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10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.27%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP
No.
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57633B100
|
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1.
|
NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Andrew
Berger
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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196,986
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
|
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|
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196,986
|
|
|
|
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
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196,986
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
|
|
|
[_]
|
|
|
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.27%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 1.
(a).
Name of Issuer:
Mastech Holdings, Inc.
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(b).
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Address of Issuer's Principal Executive Offices:
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1000 Commerce Drive, Suite 500
Pittsburgh PA 15275
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Item 2.
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(a).
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Name of Person Filing:
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AB Value Partners, L.P., a Delaware limited partnership (“AB Value Partners”), AB Value Management LLC, a New Jersey limited liability company (“AB Value Management”), and Andrew Berger (“Mr. Berger”). AB Value Management is the investment manager of AB Value Partners and a managed account (the “Managed Account”). AB Value Management and Andrew Berger have shared voting and dispositive power over the securities held by AB Value Partners and the Managed Account. Mr. Berger is the sole managing member of AB Value Management.
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(b).
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Address of Principal Business Office, or if None, Residence:
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The business address of each of AB Value Partners, AB Value Management, and Mr. Berger is: 92 West Main Street, Freehold, NJ 07728.
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(c).
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Citizenship:
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AB Value Partners is organized under the laws of the State of Delaware. AB Value Management is organized under the laws of the State of New Jersey. Mr. Berger is a citizen of the United States of America.
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(d).
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Title of Class of Securities:
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Common Stock, $.01 par value per share
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(e).
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CUSIP Number:
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57633B100
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Item 3.
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If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
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(a)
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[_]
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Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
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(b)
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[_]
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Bank
as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment
company registered under Section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
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(e)
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[_]
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An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[_]
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Group,
in accordance with s.240.13d-1(b)(1)(ii)(J).
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item 1.
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AB
Value Partners, L.P.
(a)
Amount
beneficially owned:
68,974 Shares
(b)
Percent
of class:
2.20% (based
upon approximately 3,142,000 Shares issued and outstanding, which is the total
number of Shares outstanding as of March 14, 2012 after the Issuer announced
its Final Results of its Tender Offer, as reported in Issuer’s Schedule TO-I
filed with the Securities and Exchange Commission on March 14, 2012).
(c)
Number
of shares as to which such person has:
(i)
Sole
power to vote or to direct the vote
0
Shares
(ii) Shared
power to vote or to direct the vote
68,974 Shares
(iii)
Sole power to
dispose or to direct the disposition of
0
Shares
(iv)
Shared
power to dispose or to direct the disposition of
68,974
Shares
AB
Value Management LLC
(a)
Amount
beneficially owned:
196,986 Shares*
(b)
Percent
of class:
6.27% (based
upon approximately 3,142,000 Shares issued and outstanding, which is the total
number of Shares outstanding as of March 14, 2012 after the Issuer announced
its Final Results of its Tender Offer, as reported in Issuer’s Schedule TO-I
filed with the Securities and Exchange Commission on March 14, 2012).
(c)
Number
of shares as to which such person has:
(i)
Sole
power to vote or to direct the vote
0
Shares
(ii) Shared
power to vote or to direct the vote
196,986 Shares*
(iii)
Sole
power to dispose or to direct the disposition of
0
Shares
(iv)
Shared
power to dispose or to direct the disposition of
196,986
Shares*
____________________
*
Consists of the Shares owned directly by AB Value Partners and
the Managed Account
.
Mr.
Berger
(a)
Amount
beneficially owned:
196,986 Shares*
(b)
Percent
of class:
6.27% (based
upon approximately 3,142,000 Shares issued and outstanding, which is the total
number of Shares outstanding as of March 14, 2012 after the Issuer announced
its Final Results of its Tender Offer, as reported in Issuer’s Schedule TO-I
filed with the Securities and Exchange Commission on March 14, 2012).
(c)
Number
of shares as to which such person has:
(i)
Sole power to
vote or to direct the vote
0
Shares
(ii) Shared
power to vote or to direct the vote
196,986 Shares*
(iii)
Sole
power to dispose or to direct the disposition of
0
Shares
(iv)
Shared
power to dispose or to direct the disposition of
196,986
Shares*
____________________
*
Consists of the Shares owned directly by AB Value Partners and
the Managed Account
.
As
the manager of each of AB Value Partners and
the
Managed Account
, AB Value Management may be deemed to be the beneficial
owner of the Shares owned directly by the AB Value Partners and
the Managed Account
. As the managing member of AB
Value Management, Mr. Berger may be deemed to be the beneficial owner of the
Shares owned directly by AB Value Partners and
the
Managed Account
.
Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [_].
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another Person.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company.
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Identification
and Classification of Members of the Group.
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Notice
of Dissolution of Group.
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: March 15, 2012
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AB
Value Partners, L.P.
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By:
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AB
Value Management LLC
General
Partner
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By:
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/s/
Andrew Berger
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Name:
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Andrew
Berger
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Title:
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Manager
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AB
Value Management LLC
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By:
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/s/
Andrew Berger
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Name:
|
Andrew
Berger
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Title:
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Manager
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/s/
Andrew Berger
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Name:
Andrew Berger
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