Preliminary Note:
This Amendment No. 1 (this
Amendment
) to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the
SEC
) on March 10, 2017 (the
Original Schedule 13D
, and as amended by this Amendment, this Schedule 13D) by (i) GrizzlyRock Capital, LLC (
GrizzlyRock Capital
), GrizzlyRock General Partner, LLC (
GrizzlyRock GP
), GrizzlyRock Institutional Value Partners, LP (the
GrizzlyRock Fund
) and Kyle Mowery (collectively, the
GrizzlyRock Group
); (ii) WV Concentrated Equities Fund (
WVCIX
), successor in interest to WHI Growth Fund Q.P., L.P. (WHIGF), WHIGF, WV Growth Fund GP, LLC (
Growth GP
), Vivaldi Capital Management, LLC (
VCM
), WV Investors, LLC (
WV Investors
), William Harris Investors, Inc. (
WHI
) and Vivaldi Holdings, LLC (
Vivaldi Holdings
, and collectively with WVCIX, WHIGF, Growth GP, VCM, WV Investors and WHI, the
Growth Fund Group
); and (iii) Vivaldi Asset Management, LLC (
VAM
, and collectively with Vivaldi Holdings and VCM,
Vivaldi
).
Vivaldi Multi-Strategy Fund (
MStrat
), a registered investment company that is managed by VAM, is also reporting in this Amendment for the first time. WHIGF, which reported in the Original Schedule 13D, pursuant to a Plan of Exchange transferred its assets and stated liabilities to WVCIX, effective April 28, 2017. WVCIX is a registered investment company that is managed by VAM.
GrizzlyRock Capital, GrizzlyRock GP, GrizzlyRock Fund, Kyle Mowery, WVCIX, WHIGF, Growth GP, WV Investors, WHI, VCM, VAM, Vivaldi Holdings and MStrat are each sometimes referred to herein as a
Reporting Person
, and collectively as the
Reporting Persons
. The filing of any amendment to this Schedule 13D (including the filing of this Amendment) shall not be construed as an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
This Amendment constitutes an exit filing with respect to this Schedule 13D by the Reporting Persons. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D.
Item 4
Purpose of Transaction.
Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
This Amendment is being filed to report the disposition of shares of Common Stock that resulted in a disposition of beneficial ownership of Common Stock held as a group by the Reporting Persons in an amount equal to one percent or more of the Issuers outstanding Common Stock. With these dispositions, the Reporting Persons as a group are no longer the beneficial owners of five percent or more of the Issuers Common Stock, and so this Amendment constitutes an exit filing with respect to this Schedule 13D by the Reporting Persons.
The Reporting Persons may make, or cause, further dispositions of shares of Common Stock from time to time and may dispose of, or cause to be disposed, any or all of the Common Stock beneficially owned by them at any time, in each case depending on market conditions and other factors. In addition, the Reporting Persons may acquire, or cause to be acquired, additional beneficial ownership of shares of Common Stock at any time depending on market conditions and factors.
Item 5.
Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a)-(b) The following list and notes to the list set forth the aggregate number and percentage (based on 12,226,407 shares of Common Stock outstanding as reported in the Issuers Form 10-Q for the period ended September 30, 2017) of outstanding shares of Common Stock owned beneficially by each Reporting Person named in Item 2, and indicates whether such Reporting Persons have sole or shared voting and dispositive power over such shares. As a group, the Reporting Persons would hold 173,437 shares of Common Stock, or 1.42% of the outstanding Common Stock:
Name
|
|
Shares of Common Stock Beneficially
Owned
|
|
Percentage of Shares of Common Stock
Beneficially Owned(1)
|
|
GrizzlyRock Institutional Value Partners, LP (1)
|
|
117,191
|
|
0.96
|
%
|
(1)
Percentage calculated based on 12,226,407 aggregate Common Stock shares outstanding as of November 8, 2017, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 8, 2017.
15
GrizzlyRock Capital, LLC (1)
|
|
117,191
|
|
0.96
|
%
|
GrizzlyRock General Partner, LLC (1)
|
|
117,191
|
|
0.96
|
%
|
Kyle Mowery (2)
|
|
117,191
|
|
0.96
|
%
|
WHI Growth Fund Q.P., L.P.
|
|
0
|
|
0
|
%
|
WV Concentrated Equities Fund
|
|
0
|
|
0
|
%
|
WV Growth Fund GP, LLC
|
|
0
|
|
0
|
%
|
Vivaldi Capital Management, LLC
|
|
0
|
|
0
|
%
|
WV Investors, LLC
|
|
0
|
|
0
|
%
|
Vivaldi Holdings, LLC (3)
|
|
56,246
|
|
0.46
|
%
|
William Harris Investors, Inc.
|
|
0
|
|
0
|
%
|
Vivaldi Asset Management, LLC (3)
|
|
56,246
|
|
0.46
|
%
|
Vivaldi Multi-Strategy Fund (3)
|
|
56,246
|
|
0.46
|
%
|
(1)
GrizzlyRock Capital is the investment adviser to, and GrizzlyRock GP is the general partner of, the GrizzlyRock Fund. Each has voting and dispositive power with regard to the 117,191shares of Common Stock held by the GrizzlyRock Fund. Because Mr. Mowery is the Managing Member of GrizzlyRock Capital and GrizzlyRock GP, he has the power to direct the affairs of GrizzlyRock Capital and GrizzlyRock GP. Therefore, GrizzlyRock Capital and GrizzlyRock GP may be deemed to share with Mr. Mowery voting and dispositive power with regard to the 117,191 shares of Common Stock held by the GrizzlyRock Fund.
(2)
Because Mr. Mowery is the Managing Member of GrizzlyRock Capital and GrizzlyRock GP, the investment adviser to and the general partner of the GrizzlyRock Fund, he has the power to direct the affairs of the GrizzlyRock Fund, including the voting and disposition of 117,191 shares of Common Stock held in the name of the GrizzlyRock Fund. Therefore, Mr. Mowery is deemed to share voting and dispositive power with respect to the 117,191 shares of Common Stock held by the GrizzlyRock Fund.
(3)
VAM, as investment adviser to MStrat, has shared voting and dispositive power with respect to 56,246 shares of Common Stock held by MStrat. Vivaldi Holdings, as a control person of VAM, may be deemed to have shared voting and dispositive power with respect to 56,246 shares of Common Stock and may thus be deemed the indirect beneficial owner of the shares beneficially owned by MStrat. VAM and Vivaldi Holdings specifically disclaim beneficial ownership of such shares.
(c) The Reporting Persons effected the following sales (and no purchases) within the past 60 days:
Name
|
|
Trade Date
|
|
Number of Shares Sold
|
|
Price Per Share
|
|
Where and How
Transaction was
Effected
|
|
GrizzlyRock Fund
|
|
9/27/2017
|
|
(2,620
|
)
|
$
|
23.92
|
|
Open Market Purchase/Sale
|
|
MStrat
|
|
9/27/2017
|
|
(1,310
|
)
|
$
|
23.92
|
|
Open Market Purchase/Sale
|
|
WVCIX
|
|
9/27/2017
|
|
(1,310
|
)
|
$
|
23.92
|
|
Open Market Purchase/Sale
|
|
GrizzlyRock Fund
|
|
9/27/2017
|
|
(1,650
|
)
|
$
|
23.91
|
|
Open Market Purchase/Sale
|
|
MStrat
|
|
9/27/2017
|
|
(825
|
)
|
$
|
23.91
|
|
Open Market Purchase/Sale
|
|
WVCIX
|
|
9/27/2017
|
|
(825
|
)
|
$
|
23.91
|
|
Open Market Purchase/Sale
|
|
GrizzlyRock Fund
|
|
10/2/2017
|
|
(1,997
|
)
|
$
|
24.77
|
|
Open Market Purchase/Sale
|
|
GrizzlyRock Fund
|
|
10/2/2017
|
|
(974
|
)
|
$
|
24.75
|
|
Open Market Purchase/Sale
|
|
GrizzlyRock Fund
|
|
10/13/2017
|
|
(188
|
)
|
$
|
24.50
|
|
Open Market Purchase/Sale
|
|
GrizzlyRock Fund
|
|
10/17/2017
|
|
(41
|
)
|
$
|
24.50
|
|
Open Market Purchase/Sale
|
|
16