Amended Statement of Beneficial Ownership (sc 13d/a)
August 20 2018 - 2:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)
1
New York & Company, Inc.
(Name
of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
649295102
(CUSIP Number)
Mr.
David L. Kanen
Kanen
Wealth Management, LLC
5850
Coral Ridge Drive
,
Suite
309
Coral Springs
,
FL 33076
(631)
863-3100
ANDREW M. FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
August 14, 2018
(Date of Event Which Requires
Filing of This Statement)
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
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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 disclosures provided
in a prior cover page.
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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KANEN WEALTH 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) ☐
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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; 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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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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FLORIDA
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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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-0-
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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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3,534,263
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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3,534,263
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,534,263
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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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5.5%
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14
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSON
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DAVID KANEN
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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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1,053,725
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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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3,534,263
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,053,725
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10
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SHARED DISPOSITIVE POWER
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3,534,263
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,587,988
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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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7.1%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“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 Shares purchased
by Philotimo Fund, 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 transactions. The Shares purchased by Kanen Wealth Management, LLC were
purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market transactions. The Shares purchased by Mr. Kanen 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 3,310,573 Shares beneficially owned by Kanen Wealth Management, LLC is approximately
$6,303,915, including brokerage commissions. The aggregate purchase price of the 223,690 Shares beneficially owned by Philotimo
Fund, LP is approximately $547,925, including brokerage commissions. The aggregate purchase price of the 1,053,725 Shares beneficially
owned by Mr. Kanen is approximately $2,696,898, including brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
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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 64,440,184 Shares outstanding, as of August 3, 2018, which is
the total number of Shares outstanding as reported in the Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on August 10, 2018.
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A.
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Kanen Wealth Management, LLC
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(a)
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As of the close of business on August 20, 2018, Kanen Wealth Management, LLC directly beneficially
owned 3,310,573 Shares. Kanen Wealth Management, LLC, as the general partner of Philotimo Fund, LP, may be deemed the beneficial
owner of the 223,690 Shares owned by the Philotimo Fund, LP.
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Percentage: Approximately 5.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,534,263
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,534,263
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(c)
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The transactions in the Shares by Kanen Wealth Management, LLC and on behalf of Philotimo Fund,
LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on August 20, 2018, Mr. Kanen directly beneficially owned 1,053,725
Shares. Mr. Kanen, as the managing member of Kanen Wealth Management, LLC, may be deemed the beneficial owner of the (i) 3,310,573
Shares owned by Kanen Wealth Management, LLC and (ii) 223,690 Shares owned by Philotimo Fund, LP.
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Percentage: Approximately 7.1%
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(b)
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1. Sole power to vote or direct vote: 1,053,725
2. Shared power to vote or direct vote: 3,534,263
3. Sole power to dispose or direct the disposition: 1,053,725
4. Shared power to dispose or direct the disposition: 3,534,263
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(c)
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The transactions in the Shares by Mr. Kanen and on behalf of each of Kanen Wealth Management, LLC
and Philotimo Fund, LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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Kanen Wealth Management,
LLC in its role as investment manager to several customer accounts (collectively, the "Accounts") to which it furnishes
investment advice, and Mr. Kanen, as the managing member of Kanen Wealth Management, LLC, may each be deemed to beneficially own
shares of the Issuer's Shares held in the Accounts.
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: August 20, 2018
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KANEN WEALTH MANAGEMENT, LLC
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By:
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/s/ David Kanen
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Name:
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David Kanen
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Title:
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Managing Member, Kanen Wealth Management LLC
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/s/ David Kanen
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DAVID KANEN
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SCHEDULE A
Transactions in the Shares of the
Issuer During the Past Sixty Days
Nature of the Transaction
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Amount of Shares
Purchased/(Sold)
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Price ($)
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Date of
Purchase/Sale
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KANEN
WEALTH MANAGEMENT, llC
Sale of Common Stock
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4,462
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3.3902
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03/27/2018
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Sale of Common Stock
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729
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3.5942
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04/03/2018
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Purchase of Common Stock
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600
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3.6189
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04/05/2018
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Sale of Common Stock
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212
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4.0878
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04/10/2018
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Purchase of Common Stock
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4,400
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3.7809
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04/23/2018
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Sale of Common Stock
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887
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3.8753
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04/25/2018
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Sale of Common Stock
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1,799
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3.9800
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04/27/2018
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Sale of Common Stock
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1,832
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3.9528
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05/03/2018
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Sale of Common Stock
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650
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3.9000
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05/10/2018
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Sale of Common Stock
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3,000
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3.9462
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05/14/2018
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Sale of Common Stock
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10,000
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3.8835
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05/16/2018
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Sale of Common Stock
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37,432
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3.9352
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05/17/2018
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Sale of Common Stock
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21,184
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3.8702
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05/25/2018
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Sale of Common Stock
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350
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4.1601
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05/31/2018
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Sale of Common Stock
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17,616
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0.0000
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06/21/2018
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Sale of Common Stock
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525
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4.6370
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06/22/2018
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Sale of Common Stock
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1,899
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4.7563
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06/26/2018
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Sale of Common Stock
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200
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4.8228
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07/05/2018
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Sale of Common Stock
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3,380
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0.0000
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07/20/2018
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Sale of Common Stock
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43,689
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5.4882
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07/23/2018
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Sale of Common Stock
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37,268
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5.4800
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07/24/2018
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Sale of Common Stock
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2,873
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5.4828
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7/25/2018
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Sale of Common Stock
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1,900
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2.0211
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08/15/2018
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Sale of Common Stock
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4,000
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4.9760
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08/16/2018
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Sale of Common Stock
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36,495
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5.0687
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08/17/2018
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DAvid
Kanen
Purchase of Common Stock
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9,000
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2.8844
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03/13/2018
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Purchase of Common Stock
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12,000
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2.8300
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03/14/2018
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Sale of Common Stock
|
(12,000)*
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5.4700
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07/24/2018
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philotimo
fund, LP
Sale of Common Stock
|
(3,015)
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3.1506
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01/18/2018
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*Donation to the Monastery’s account.
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