CUSIP No.: 023177108
1.
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NAME OF REPORTING PERSON
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Lisa O’Dell Rapuano
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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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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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)
o
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6.
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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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7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - 1,012,630
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 1,012,630
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,012,630
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.7%
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14
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TYPE OF REPORTING PERSON
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IN
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* Beneficial ownership information above is as of November 7, 2011, the filing date of this Schedule 13D.
CUSIP No.: 023177108
1
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NAME OF REPORTING PERSON
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Lane Five Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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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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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)
o
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - 678,729
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 678,729
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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678,729
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.8%
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14
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TYPE OF REPORTING PERSON
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PN
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* Beneficial ownership information above is as of November 7, 2011, the filing date of this Schedule 13D.
CUSIP No.: 023177108
1
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NAME OF REPORTING PERSON
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Lane Five Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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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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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)
o
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - 1,012,630
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 1,012,630
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,012,630
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.7%
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14
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TYPE OF REPORTING PERSON
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PN
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* Beneficial ownership information above is as of November 7, 2011, the filing date of this Schedule 13D.
CUSIP No.: 023177108
1
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NAME OF REPORTING PERSON
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Lane Five Capital Management, 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)
o
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(b)
o
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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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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)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Maryland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - 1,012,630
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 1,012,630
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,012,630
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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5.7%
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14
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TYPE OF REPORTING PERSON
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OO
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* Beneficial ownership information above is as of November 7, 2011, the filing date of this Schedule 13D.
CUSIP No.: 023177108
1
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NAME OF REPORTING PERSON
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Lane Five Partners GP 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)
o
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(b)
o
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|
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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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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)
o
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 SOLE VOTING POWER - 0
8 SHARED VOTING POWER - 678,729
9 SOLE DISPOSITIVE POWER - 0
10 SHARED DISPOSITIVE POWER - 678,729
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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678,729
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|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.8%
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14
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TYPE OF REPORTING PERSON
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OO
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* Beneficial ownership information above is as of November 7, 2011, the filing date of this Schedule 13D.
ITEM 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D (this “
Statement
”) relates is the common stock, par value $0.01 per share (the “
Common Stock
”), of Ambassadors Group, Inc. (the “
Issuer
”), with its principal executive offices located at Dwight D. Eisenhower Building, 2001 South Flint Road, Spokane, WA 99224.
ITEM 2. Identity and Background.
(a)-(c) and (f) The names of the persons filing this Statement (the “
Reporting Persons
”) are: (1) Lane Five Partners LP, a Delaware limited partnership (the “
Fund
”); (2) Lane Five Capital Management LP, a Delaware limited partnership (the “
Investment Manager
”); (3) Lane Five Capital Management, LLC, a Maryland limited liability company, the general partner of the Investment Manager (“
IM GP
”); (4) Lane Five Partners GP LLC, a Delaware limited liability company (the “
General Partner
”); and (5) Lisa O’Dell Rapuano, a United States Citizen (“
Ms. Rapuano
”). The Investment Manager serves as the investment manager of the Fund and also manages accounts on a discretionary basis (the “
Accounts
”). The General Partner serves as the general partner of the Fund. The IM GP serves as the general partner of the Investment Manager.
The principal business of the Fund is that of a private investment vehicle engaged in investing and trading in a wide variety of securities and financial instruments for its own account. The principal business of the Investment Manager is providing investment management services to the Fund and the Accounts. The principal business of the General Partner is acting as general partner to the Fund. The principal business of the IM GP is acting as general partner to the Investment Manager. Ms. Rapuano’s principal occupation is serving as the Managing Member of the General Partner and the IM GP.
(d)–(e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds including commissions used by the Fund and the Accounts in making their purchase of the shares of Common Stock owned by them are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $8,040,348
One or more of the Reporting Persons may effect purchases of securities through margin accounts which may extend margin credit to the Reporting Persons as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
ITEM 4. Purpose of Transaction.
All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes. Except as set forth herein, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.
ITEM 5. Interest in Securities of the Issuer.
(a) As of November 7, 2011 (the filing date of this Statement), the Reporting Persons beneficially own:
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(i)
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The Fund directly owns 678,729 shares of Common Stock representing 3.8% of all of the outstanding shares of Common Stock.
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(ii)
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The Investment Manager, as the investment manager of the Fund and the investment manager of the Accounts, and the IM GP, as the general partner of the Investment Manager, may each be deemed to beneficially own the 1,012,630 shares of Common Stock held by the Fund and the Accounts, representing 5.7% of all of the outstanding shares of Common Stock.
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(iii)
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The General Partner, as the general partner of the Fund, may be deemed to beneficially own the 678,729 shares of Common Stock held by the Fund, representing 3.8% of all of the outstanding shares of Common Stock.
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(iv)
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Ms. Rapuano may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Investment Manager.
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(v)
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Collectively, the Reporting Persons beneficially own 1,012,630 shares of Common Stock representing 5.7% of all of the outstanding shares of Common Stock.
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Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.
As of October 28, 2011, the Fund and the Accounts collectively beneficially owned 972,630 shares of Common Stock representing 5.5% of all of the outstanding shares of Common Stock.
The foregoing percentages set forth in this response are based on the 17,703,567 shares of Common Stock outstanding as of July 25, 2011, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 and filed with the SEC on August 5, 2011.
(b) The Investment Manager, the IM GP and Ms. Rapuano (and the General Partner with respect to the shares of Common Stock owned by Fund) may be deemed to share with Fund and the Accounts (and not with any third party) the power to vote or direct the vote of and to dispose or direct the disposition of the 678,729 and 333,901 shares of Common Stock reported herein, respectively.
(c) The following Reporting Persons engaged in the following transactions on the open market with respect to the Issuer’s Common Stock:
Transaction
Date
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Number of Shares
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Price per Share
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Type of Transaction
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10/19/2011
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67,000
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$6.00
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Purchase
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10/28/2011
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3,008
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$5.35
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Purchase
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10/28/2011
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354,849
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$5.08
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Purchase
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11/1/2011
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26,800
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$4.75
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Purchase
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Transaction
Date
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Number of Shares
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Price per Share
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Type of Transaction
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10/19/2011
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33,000
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$6.00
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Purchase
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10/28/2011
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1,482
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$5.35
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Purchase
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10/28/2011
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174,776
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$5.08
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Purchase
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11/1/2011
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13,200
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$4.75
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Purchase
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Other than the foregoing, no transactions in the Common Stock have been effected by the Reporting Persons in the last sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Exhibit No.
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Document
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1.
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Joint Filing Agreement
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct.
Dated: November 7, 2011
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LISA O’DELL RAPUANO
LANE FIVE PARTNERS LP
LANE FIVE CAPITAL MANAGEMENT LP
LANE FIVE CAPITAL MANAGEMENT, LLC
LANE FIVE PARTNERS GP LLC
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By:
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/s/ Lisa O’Dell Rapuano
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Lisa O’Dell Rapuano, for herself, as Managing Member of the IM GP (for itself and the Investment Manager) and as Managing Member of the General Partner (for itself and the Fund)
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EXHIBIT INDEX
Exhibit No.
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Document
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1.
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Joint Filing Agreement
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