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 Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box. [X]
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).
Schedule 13D
CUSIP No. 25501G105
|
(1)
|
Name of Reporting Persons:
Birch
Run Capital Advisors, LP *
|
|
(2)
|
Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) [ ] (b) [ ]
|
|
(3)
|
SEC Use Only:
|
|
(4)
|
Source of Funds (See Instructions):
OO
|
(5)
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ]
|
|
(6)
|
Citizenship or Place of Organization:
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
(7)
|
Sole Voting Power
0
|
|
(8)
|
Shared Voting Power
224,864
|
|
(9)
|
Sole Dispositive Power
0
|
|
(10)
|
Shared Dispositive Power
224,864
|
|
(11)
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Aggregate Amount
Beneficially Owned by Each Reporting Person:
224,864
|
|
(12)
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
|
|
(13)
|
Percent of Class
Represented by Amount in Row (11):
4.7%
**
|
|
(14)
|
Type of Reporting Person
(See Instructions):
IA, PN
|
|
*
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Birch Run Capital Advisors, LP is a registered investment
adviser.
|
|
|
|
|
**
|
Based on 4,626,508 shares of common stock outstanding as
of May 18, 2018 (and reported by the Issuer in its Form 10-Q filed with
the SEC on June 6, 2018), plus 94,463 shares of common stock that may be
received by the Reporting Person from the exercise of 94,463 Series A
Warrants, and plus 74,955 shares of common stock that may be received by
the Reporting Person from the exercise of 74,955 Series B
Warrants.
|
Schedule 13D
CUSIP No. 25501G105
(1)
|
Name of Reporting Persons:
BRC
Advisors GP, LLC
|
(2)
|
Check the Appropriate Box
if a Member of a Group (See Instructions):
(a) [
] (b) [ ]
|
|
(3)
|
SEC Use Only:
|
(4)
|
Source of Funds (See
Instructions):
OO
|
|
(5)
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or
2(e): [ ]
|
(6)
|
Citizenship or Place of
Organization:
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
(7)
|
Sole Voting Power
0
|
(8)
|
Shared Voting Power
224,864
|
(9)
|
Sole Dispositive Power
0
|
(10)
|
Shared Dispositive Power
224,864
|
(11)
|
Aggregate Amount
Beneficially Owned by Each Reporting Person:
224,864
|
|
(12)
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions): [
]
|
(13)
|
Percent of Class
Represented by Amount in Row (11):
4.7%*
|
(14)
|
Type of Reporting Person
(See Instructions):
HC, OO
|
* Based on 4,626,508 shares of common stock outstanding as of
May 18, 2018 (and reported by the Issuer in its Form 10-Q filed with the SEC on
June 6, 2018), plus 94,463 shares of common stock that may be received by the
Reporting Person from the exercise of 94,463 Series A Warrants, and plus 74,955
shares of common stock that may be received by the Reporting Person from the
exercise of 74,955 Series B Warrants.
Schedule 13D
CUSIP No. 25501G105
(1)
|
Name of Reporting Persons:
Daniel Beltzman
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(2)
|
Check the Appropriate Box
if a Member of a Group (See Instructions):
(a) [ ] (b) [ ]
|
|
(3)
|
SEC Use Only:
|
(4)
|
Source of Funds (See
Instructions):
OO
|
|
(5)
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or
2(e): [ ]
|
(6)
|
Citizenship or Place of
Organization:
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
(7)
|
Sole Voting Power
60,515
|
(8)
|
Shared Voting Power
224,864
|
(9)
|
Sole Dispositive Power
60,515
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(10)
|
Shared Dispositive Power
224,864
|
(11)
|
Aggregate Amount
Beneficially Owned by Each Reporting Person:
285,379
|
|
(12)
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See
Instructions): [ ]
|
(13)
|
Percent of Class
Represented by Amount in Row (11):
5.9%*
|
(14)
|
Type of Reporting Person
(See Instructions):
IN, HC
|
* Based on 4,626,508 shares of common stock outstanding as of
May 18, 2018 (and reported by the Issuer in its Form 10-Q filed with the SEC on
June 6, 2018), plus 106,671 shares of common stock that may be received by the
Reporting Person from the exercise of 106,671 Series A Warrants, and plus 84,642
shares of common stock that may be received by the Reporting Person from the
exercise of 84,642 Series B Warrants.
Schedule 13D
CUSIP No. 25501G105
(1)
|
Name of Reporting Persons:
Gregory Smith
|
(2)
|
Check the Appropriate Box
if a Member of a Group (See Instructions):
(a) [ ] (b) [ ]
|
|
(3)
|
SEC Use Only:
|
(4)
|
Source of Funds (See
Instructions):
OO
|
|
(5)
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ]
|
(6)
|
Citizenship or Place of
Organization:
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
(7)
|
Sole Voting Power
0
|
|
(8)
|
Shared Voting Power
224,864
|
|
(9)
|
Sole Dispositive Power
0
|
|
(10)
|
Shared Dispositive Power
224,864
|
(11)
|
Aggregate Amount
Beneficially Owned by Each Reporting Person:
224,864
|
|
(12)
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions): [ ]
|
(13)
|
Percent of Class
Represented by Amount in Row (11):
4.7%*
|
(14)
|
Type of Reporting Person
(See Instructions):
IN, HC
|
* Based on 4,626,508 shares of common stock outstanding as of
May 18, 2018 (and reported by the Issuer in its Form 10-Q filed with the SEC on
June 6, 2018), plus 94,463 shares of common stock that may be received by the
Reporting Person from the exercise of 94,463 Series A Warrants, and plus 74,955
shares of common stock that may be received by the Reporting Person from the
exercise of 74,955 Series B Warrants.
Schedule 13D
CUSIP No. 25501G105
This Amendment No. 2 (this “Amendment”) amends and supplements
the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange
Commission on November 18, 2015, as amended by Amendment No. 1 filed on February
13, 2018, by Daniel Beltzman, Gregory Smith, Birch Run Capital Advisors, LP and
BRC Advisors GP, LLC (collectively, the “Reporting Persons”). This Amendment
does not modify any of the disclosure previously reported in the Schedule 13D,
if not specifically amended herein. Unless otherwise defined herein, all
capitalized items shall have the meanings ascribed to them in the Schedule 13D,
as amended.
None of the Reporting Persons have purchased or sold any
securities of the Issuer since the filing of the previous amendment. This
Amendment is being filed to report the liquidation of one private investment
fund through an in-kind, pro rata distribution of its securities to its limited
partners, and the relinquishing of voting and investment authority over another
private investment fund, as more fully described in Item 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) and (b) are hereby amended as follows:
Items 7 through 11 and 13 of each of the cover pages of this
Amendment are incorporated herein by reference.
Set forth below is the aggregate number and percentage of
shares of common stock, par value $0.01 per share, of the Issuer (“Common
Stock”) directly held, as of the date hereof for each of the Reporting Persons.
The Percentage of Class Outstanding for Daniel Beltzman is based on 4,626,508
shares of Common Stock outstanding, plus 12,208 shares of Common Stock that may
be received upon exercise of 12,208 Series A Warrants and plus 9,687 shares of
Common Stock that may be received upon exercise of 9,687 Series B Warrants. The
Percentage of Class Outstanding for Birch Run Capital Partners, LP is based on
4,626,508 shares of Common Stock outstanding, plus 94,463 shares of Common Stock
that may be received upon exercise of 94,463 Series A Warrants and plus 74,955
shares of Common Stock that may be received upon exercise of 74,955 Series B
Warrants.
Holder
|
Number
of
Shares
of
Common
Stock
|
Number of
Shares
of Common Stock
if Series A Warrants Exercised
|
Number of
Shares
of Common Stock
if
Series B Warrants Exercised
|
Total
Common
Stock
Received
and
Common
Stock
Upon
Exercise
of
Warrants
|
Percentage
of
Class
Outstanding
|
|
Daniel Beltzman
|
38,620.00
|
12,208.00
|
9,687.00
|
60,515.00
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1.30%
|
|
Birch Run Capital Partners,LP
|
55,446.00
|
94,463.00
|
74,955.00
|
224,864.00
|
4.69%
|
Birch Run GP as the general partner of Birch Run, Daniel
Beltzman and Gregory Smith as Managing Members of Birch Run GP, and Birch Run as
investment adviser to Birch Run Capital Partners, LP (“BRCP”) may be deemed
to be beneficial owners of securities of the Issuer directly held by BRCP, and
may be deemed to have the shared power to vote or direct the vote of and the
shared power to dispose or direct the disposition of such securities. Mr.
Beltzman exercises sole voting and investment power over the shares of Common
Stock and Warrants directly held by him.
The Reporting Persons disclaim beneficial ownership of the
securities of the Issuer held by BRCP and this Amended Schedule 13D shall not be
deemed an admission that the Reporting Persons are the beneficial owners of such
securities for purposes of Section 13(d) or for any other purpose, except to the
extent that any such Reporting Persons actually exercises voting or investment
power with respect to such securities.
Pursuant to management agreements among Birch Run, BRCP, and
their general partner, Birch Run has complete and unlimited discretion and
authority with respect to the BRCP’s investments and voting power over
investments.
Item 5(c) is hereby amended as follows:
On June 8, 2018, the general partner of Walloon BRC, LP
(“Walloon”), one of the private investment funds to which Birch Run serves as
the registered investment advisor, elected to liquidate Walloon, by distributing
170,676 shares of Common Stock of the Issuer, 290,780 Series A Warrants of the
Issuer, and 230,728 Series B Warrants of the Issuer, to each of its limited
partners, on a pro rata, in-kind basis, without consideration. Due to the high
water mark applicable to Walloon’s general partner at the time of the
distribution, it did not hold any pecuniary interest in Walloon, prior to (or
after) the in kind, pro rata distribution of securities. Following the
distribution, the Reporting Persons no longer have beneficial ownership of
securities of the Issuer previously held in Walloon.
On June 8, 2018, the general partner of Pike BRC, LP (“Pike”),
one of the private investment funds to which Birch Run served as the registered
investment advisor, elected to relinquish its entire general partner interest to
Pike for no consideration. At the time the general partner relinquished its
general partner interest, Pike held 199,122 shares of Common Stock of the
Issuer, 339,243 Series A Warrants of the Issuer, and 269,182 Series B Warrants
of the Issuer. Due to the high water mark applicable to Pike’s general partner
at the time of the transfer, it did not hold any pecuniary interest in Pike,
prior to (or after) relinquishing control. Following the transfer of the general
partner’s interest, the Reporting Persons no longer have beneficial ownership of
securities of the Issuer held in Pike.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
|
Exhibit A.
|
Joint Filing Agreement*
|
*As previously filed.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated as of June 11, 2018
|
Birch Run Capital Advisors, LP
|
|
|
|
|
By:
|
BRC Advisors GP, LLC, its
general
|
|
|
partner
|
|
|
|
|
By:
|
/s/ Caren Abramovich
|
|
|
Name: Caren Abramovich
|
|
|
Title: Chief Operating & Compliance
|
|
|
Officer
|
|
|
|
|
BRC Advisors GP, LLC
|
|
|
|
By:
|
/s/ Caren Abramovich
|
|
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Name: Caren Abramovich
|
|
|
Title: Chief Operating & Compliance
|
|
|
Officer
|
|
|
|
|
Daniel Beltzman
|
|
|
|
By:
|
/s/
Daniel Beltzman
|
|
|
|
|
Gregory Smith
|
|
|
|
By:
|
/s/
Gregory Smith
|