The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the “Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 6,191,879 Shares owned by BSC LP is approximately $49,619,301, including brokerage commissions. The Shares owned by BSC LP 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 as set forth in Schedule A, which is incorporated by reference herein.
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a) - 5(c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 27,024,000 Shares outstanding as of August 31, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on October 16, 2012.
As of the close of business on December 12, 2012, BSC LP beneficially owned 6,191,879 Shares, constituting approximately 22.9% of the Shares outstanding. As the general partner of BSC LP, Baker Street Capital Management may be deemed to beneficially own the 6,191,879 Shares owned by BSC LP, constituting approximately 22.9% of the Shares outstanding. As the managing member of Baker Street Capital Management, which in turn is the general partner of BSC LP, Mr. Perelman may be deemed to beneficially own 6,191,879 Shares owned by BSC LP, constituting approximately 22.9% of the Shares outstanding. Mr. Perelman has sole voting and dispositive power with respect to the 6,191,879 Shares owned by BSC LP by virtue of his authority to vote and dispose of such Shares. Baker Street Capital Management and Mr. Perelman disclaim beneficial ownership of the Shares held by BSC LP, except to the extent of their pecuniary interest therein.
(b) By virtue of his position with Baker Street Capital Management, Mr. Perelman has the sole power to vote and dispose of the Shares reported in this Schedule 13D.
(c) Schedule A annexed hereto lists all transaction in the Shares since the filing of Amendment No. 3 to the Schedule 13D by the Reporting Persons. All such transactions were effected in the open market.
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.
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Dated: December 12, 2012
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BAKER STREET CAPITAL L.P.
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By:
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Baker Street Capital Management, LLC
General Partner
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By:
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/s/ Vadim Perelman
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Name:
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Vadim Perelman
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Title:
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Managing Member
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BAKER STREET CAPITAL MANAGEMENT, LLC
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By:
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/s/ Vadim Perelman
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Name:
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Vadim Perelman
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Title:
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Managing Member
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/s/ Vadim Perelman
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VADIM PERELMAN
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SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 3 to the Schedule 13D
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Shares of Common Stock
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase/Sale
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BAKER STREET CAPITAL L.P.
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12,229
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9.3971
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12/04/2012
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341,116
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9.8589
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12/10/2012
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BAKER STREET CAPITAL MANAGEMENT, LLC
None.
VADIM PERELMAN
None.