Amended Statement of Beneficial Ownership (sc 13d/a)
February 27 2019 - 4:33PM
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
Innovative Food Holdings, Inc.
(Name
of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
45772H202
(CUSIP Number)
James
C. Pappas
JCP
Investment Management, LLC
1177 West Loop South, Suite 1320
Houston, TX 77027
(713)
333-5540
STEVE
WOLOSKY, 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)
February 25, 2019
(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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JCP Investment Partnership, 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) ☐
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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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WC, OO
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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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TEXAS
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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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2,945,309
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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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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,945,309
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,945,309
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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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8.7%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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JCP Investment 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) ☐
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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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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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TEXAS
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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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2,945,309
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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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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,945,309
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,945,309
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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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8.7%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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JCP Investment Holdings, 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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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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TEXAS
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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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2,945,309
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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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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,945,309
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,945,309
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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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8.7%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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JCP Investment 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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AF, OO
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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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TEXAS
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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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2,983,114
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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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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,983,114
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,983,114
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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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8.8%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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James C. Pappas
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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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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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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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2,983,114
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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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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,983,114
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,983,114
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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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8.8%
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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 owned
by JCP Partnership and held in a certain account managed by JCP Management (the “JCP Account”) were purchased with
working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business),
except as otherwise noted. Of the 2,945,309 Shares beneficially owned by JCP Partnership, 2,727,685 of such Shares have an aggregate
purchase price of approximately $1,523,159, excluding brokerage commissions, and 217,624 of such Shares were acquired in connection
with an in-kind contribution as further explained in Amendment No. 1 to the Schedule 13D. The aggregate purchase price of the
37,805 Shares held in the JCP Account is approximately $19,855, excluding 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 33,775,306 Shares outstanding as of November 8, 2018, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 14, 2018.
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(a)
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As of the close of business on the date hereof, JCP Partnership beneficially owned 2,945,309 Shares.
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Percentage: Approximately
8.7%
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(b)
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1. Sole power to vote or direct vote: 2,945,309
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,945,309
4. Shared power to dispose or direct the disposition: 0
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(a)
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JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of
the 2,945,309 Shares owned by JCP Partnership.
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Percentage:
Approximately 8.7%
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(b)
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1. Sole power to vote or direct vote: 2,945,309
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,945,309
4. Shared power to dispose or direct the disposition: 0
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(a)
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JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the
2,945,309 Shares owned by JCP Partnership.
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Percentage: Approximately
8.7%
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(b)
|
1. Sole power to vote or direct vote: 2,945,309
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,945,309
4. Shared power to dispose or direct the disposition: 0
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(a)
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As of the close of business on the date hereof, 37,805 Shares were held in the JCP Account. JCP
Management, as the investment manager of JCP Partnership and the JCP Account, may be deemed the beneficial owner of the (i) 2,945,309
Shares owned by JCP Partnership and (ii) 37,805 Shares held in the JCP Account.
|
Percentage: Approximately
8.8%
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(b)
|
1. Sole power to vote or direct vote: 2,983,114
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,983,114
4. Shared power to dispose or direct the disposition: 0
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(a)
|
Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed
the beneficial owner of the (i) 2,945,309 Shares owned by JCP Partnership and (ii) 37,805 Shares held in the JCP Account.
|
Percentage: Approximately
8.8%
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(b)
|
1. Sole power to vote or direct vote: 2,983,114
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,983,114
4. Shared power to dispose or direct the disposition: 0
|
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
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(c)
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The transactions in the Shares by the Reporting Persons since the filing of Amendment No. 3 to
the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. Such transactions were effected in the open
market.
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SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 27, 2019
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JCP Investment Partnership, LP
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By:
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JCP Investment Management, LLC
Investment Manager
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By:
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/s/ James C. Pappas
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Name:
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James C. Pappas
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Title:
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Managing Member
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JCP Investment Partners, LP
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By:
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JCP Investment Holdings, LLC
General Partner
|
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By:
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/s/ James C. Pappas
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|
Name:
|
James C. Pappas
|
|
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Title:
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Sole Member
|
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JCP Investment Holdings, LLC
|
|
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By:
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/s/ James C. Pappas
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Name:
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James C. Pappas
|
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Title:
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Sole Member
|
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JCP Investment Management, LLC
|
|
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By:
|
/s/ James C. Pappas
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Name:
|
James C. Pappas
|
|
|
Title:
|
Managing Member
|
|
/s/ James C. Pappas
|
|
James C. Pappas
|
SCHEDULE A
Transactions in the Shares Since the Filing
of Amendment No. 3 to the Schedule 13D
Shares of Common
Stock Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
JCP
Investment Partnership, LP
1,000
|
0.5400
|
02/05/2019
|
161,783
|
0.5500
|
02/14/2019
|
24,752
|
0.5500
|
02/20/2019
|
117,178
|
0.5200
|
02/21/2019
|
116,101
|
0.5175
|
02/25/2019
|
142,235
|
0.4800
|
02/26/2019
|
JCP
Investment Management, LLC
(through the JCP Account)
817
|
0.5500
|
2/14/2019
|
248
|
0.5500
|
2/20/2019
|
1,172
|
0.5200
|
2/21/2019
|
1,161
|
0.5175
|
2/25/2019
|
1,422
|
0.4800
|
2/26/2019
|
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