|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Advisors,
LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
911,511 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
911,511 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
911,511 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
6.6% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
IA
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 2 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Advisors,
LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
381,573 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
381,573 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
381,573 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.8% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
IA
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 3 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Partners,
L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
381,573 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
381,573 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
381,573 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.8% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 4 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Fund,
L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
381,573 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
381,573 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
381,573 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.8% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 5 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Fund,
Ltd.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
381,573 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
381,573 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
381,573 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.8% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
CO
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 6 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Concentrated Convertible
Arbitrage Advisors, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
320,944 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
320,944 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,944 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.3% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
IA
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 7 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Concentrated Convertible
Arbitrage Partners, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
320,944 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
320,944 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,944 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.3% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 8 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Concentrated Convertible
Arbitrage Fund, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
320,944 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
320,944 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,944 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.3% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 9 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Concentrated Convertible
Arbitrage Fund, Ltd.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
320,944 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
320,944 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,944 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
2.3% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
CO
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 10 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Credit Arbitrage
Advisors, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
71,222 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
71,222 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,222 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.5% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
IA
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 11 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Credit Arbitrage
Partners, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
71,222 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
71,222 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,222 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.5% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 12 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Credit Arbitrage Fund,
L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
71,222 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
71,222 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,222 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.5% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 13 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Credit Arbitrage Fund,
Ltd.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
71,222 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
71,222 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,222 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.5% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
CO
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 14 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pandora Select Advisors,
LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
97,278 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
97,278 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,278 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.7% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
IA
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 15 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pandora Select Partners
LP
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
97,278 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
97,278 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,278 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.7% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 16 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pandora Select Fund,
LP
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
97,278 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
97,278 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,278 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.7% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
PN
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 17 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pandora Select Fund,
Ltd
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
97,278 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
97,278 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,278 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.7% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
CO
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 18 of 26
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Tactical Opportunities
Fund
|
2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
3,996 (See item 4)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
3,996 (See item 4)
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,996 (See item 4)
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0.0% (See item 4)
|
12
|
|
TYPE OF REPORTING
PERSON*
IV
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 19 of 26
Item 1.
AV Homes
Incorporated
|
(b)
|
Address of Issuers Principal Executive Offices
|
395 Village Drive Poinciana, FL 34759
Item 2.
|
(a)
|
Name of Person Filing
|
This
statement is filed by:
|
(i)
|
Whitebox Advisors, LLC, a Delaware limited liability company (WA);
|
|
(ii)
|
Whitebox Multi-Strategy Advisors, LLC, a Delaware limited liability company (WMSA);
|
|
(iii)
|
Whitebox Multi-Strategy Partners, L.P., a British Virgin Islands limited partnership (WMSP);
|
|
(iv)
|
Whitebox Multi-Strategy Fund, L.P., a Delaware limited partnership (WMSFLP);
|
|
(v)
|
Whitebox Multi-Strategy Fund, Ltd., a British Virgin Islands international business company (WMSFLTD);
|
|
(vi)
|
Whitebox Concentrated Convertible Arbitrage Advisors, LLC, a Delaware limited liability company (WCCAA);
|
|
(vii)
|
Whitebox Concentrated Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (WCCAP);
|
|
(viii)
|
Whitebox Concentrated Convertible Arbitrage Fund , L.P., a Delaware limited partnership (WCCAFLP);
|
|
(ix)
|
Whitebox Concentrated Convertible Arbitrage Fund, Ltd., a British Virgin Islands international business company (WCCAFLTD);
|
|
(x)
|
Whitebox Credit Arbitrage Advisors, LLC, a Delaware limited liability company (WCRAA);
|
|
(xi)
|
Whitebox Credit Arbitrage Partners, L.P., a British Virgin Islands limited partnership (WCRAP);
|
|
(xii)
|
Whitebox Credit Arbitrage Fund , L.P., a Delaware limited partnership (WCRAFLP);
|
|
(xiii)
|
Whitebox Credit Arbitrage Fund, Ltd., a British Virgin Islands international business company (WCRAFLTD);
|
|
(xiv)
|
Pandora Select Advisors, LLC, a Delaware limited liability company (PSA);
|
|
(xv)
|
Pandora Select Partners, L.P., a British Virgin Islands limited partnership (PSP);
|
|
(xvi)
|
Pandora Select Fund, L.P., a Delaware limited partnership (PSFLP);
|
|
(xvii)
|
Pandora Select Fund, Ltd., a British Virgin Islands international business company (PSFLTD);
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 20 of 26
|
(xviii)
|
Whitebox Tactical Opportunities Fund, a series of Whitebox Mutual Funds, a Delaware statutory trust (WTOF);
|
|
(xix)
|
HFR RVA Combined Master Trust, a Bermuda limited partnership (HFR);
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
The address of the business office of WA, WMSA, WMSFLP, WCCAA, WCCAFLP, WCRAA, WCRAFLP, PSA, PSFLP, and WTOF is:
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
The address of the business office of WMSP, WMSFLTD, WCCAP, WCCAFLTD, WCRAP, WCRAFLTD, PSP, and PSFLTD is:
Appleby Corporate Services (BVI) Limited
Jayla Place, PO Box 3190
Road Town, Tortola, British Virgin Islands
The address of the business office of HFR is:
HFR RVA Combined Master Trust
65 Front Street
Hamilton, HM 11, Bermuda
WA, WMSA, WMSFLP,
WCCAA, WCCAFLP, WCRAA, WCRAFLP, PSA, PSFLP, and WTOF are organized under the laws of the State of Delaware; WMSP, WMSFLTD, WCCAP, WCCAFLTD, WCRAP, WCRAFLTD, PSP, and PSFLTD are organized under the laws of the British Virgin Islands; HFR is organized
under the laws of Bermuda.
|
(d)
|
Title of Class of Securities
|
Common Stock
00234P102
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
|
(a)
|
¨
Broker or dealer registered under section 15 of the Act.
|
|
(b)
|
¨
Bank as defined in section 3(a)(6) of the Act.
|
|
(c)
|
¨
Insurance company as defined in section 3(a)(19) of the Act.
|
|
(d)
|
¨
Investment company registered under section 8 of the Investment Company Act of 1940.
|
|
(e)
|
x
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
|
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 21 of 26
|
(f)
¨
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
|
|
(g)
¨
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
|
|
(h)
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(i)
¨
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
|
|
(j)
¨
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
|
Item 4. Ownership
|
(a)
|
Amount Beneficially Owned
|
WA, acting as an investment adviser to its client, is deemed to be the beneficial owner of 911,511 shares of
Common Stock of the Company.
WMSA, is deemed to beneficially own 381,573 Shares of Common Stock of the company.
WMSP is deemed to beneficially own 381,573 shares of Common Stock as a result of its ownership of Convertible Bonds and Common Stock of
the company
WMSFLP is deemed to beneficially own 381,573 shares of Common Stock as a result of its indirect ownership of
Convertible Bonds and Common Stock of the company
WMSFLTD is deemed to beneficially own 381,573 shares of Common Stock as a
result of its indirect ownership Of Convertible Bonds and Common Stock of the company
WCCAA, is deemed to beneficially own
320,944 Shares of Common Stock of the company.
WCCAP is deemed to beneficially own 320,944 shares of Common Stock as a result
of its ownership of Convertible Bonds of the company
WCCAFLP is deemed to beneficially own 320,944 shares of Common Stock as
a result of its indirect ownership of Convertible Bonds of the company
WCCAFLTD is deemed to beneficially own 320,944 shares
of Common Stock as a result of its indirect ownership Of Convertible Bonds of the company
WCRAA is deemed to beneficially own
71,222 Shares of Common Stock of the company.
WCRAP is deemed to beneficially own 71,222 shares of Common Stock as a result
of its ownership of Convertible Bonds of the company
WCRAFLP is deemed to beneficially own 71,222 shares of Common Stock as a
result of its indirect ownership of Convertible Bonds of the company
WCRAFLTD is deemed to beneficially own 71,222 shares of
Common Stock as a result of its indirect ownership Of Convertible Bonds of the company
PSA, is deemed to beneficially own
97,278 Shares of Common Stock of the company.
PSP is deemed to beneficially own 97,278 shares of Common Stock as a result of
its ownership of Convertible Bonds of the company
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 22 of 26
PSFLP is deemed to beneficially own 97,278 shares of Common Stock as a result of its indirect ownership
Of Convertible Bonds of the company
PSFLTD is deemed to beneficially own 97,278 shares of Common Stock as a result of its
indirect ownership Of Convertible Bonds of the company
WTOF is deemed to beneficially own 3,996 Shares of Common Stock of the
company
HFR, is deemed to beneficially own 36,499 Shares of Common Stock as a result of its ownership of Convertible Bonds
and Common Stock of the company
As a result of the relationship described in this statement, each of WA, WMSA, WMSFLP,
WMSFLTD, WCCAA,WCCAFLP, WCCAFLTD, WCRAA, WCRAFLP, WCRAFLTD, PSA, PSFLP, and PSFLTD, may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by each of WMSP, WCCAP, WCRAP, PSP, WTOP, and HFR.
WA, WMSA, WMSFLP, WMSFLTD, WCCAA, WCCAFLP, WCCAFLTD, WCRAA, WCRAFLP, WCRAFLTD, PSA, PSFLP, and PSFLTD each disclaim indirect
beneficial ownership of the shares of Common Stock except to the extent of their pecuniary interest in such shares.*
Based on
the relationships described herein, these entities may be deemed to constitute a group within the meaning Of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as An admission
that WA, WMSA,WMSP, WMSFLP, WMSFLTD, WCCAA, WCCAP, WCCAFLP, WCCAFLTD, WCRAA, WCRAP, WCRAFLP, WCRAFLTD, PSA, PSP, PSFLP, PSFLTD, WTOF and HFR are a group, Or have agreed to act as a group.*
WA
beneficially owns 6.6 % of the companys Common Stock.*
WMSA is deemed to beneficially own 2.8 % of the
companys Common Stock
WMSP is deemed to beneficially own 2.8 % of the companys Common Stock
WMSFLP is deemed to beneficially own 2.8 % of the companys Common Stock
WMSFLTD is deemed to beneficially own 2.8 % of the companys Common Stock
WCCAA is deemed to beneficially own 2.3 % of the companys Common Stock
WCCAP is deemed to beneficially own 2.3 % of the companys Common Stock
WCCAFLP is deemed to beneficially own 2.3 % of the companys Common Stock
WCCAFLTD is deemed to beneficially own 2.3 % of the companys Common Stock
WCRAA is deemed to beneficially own 0.5 % of the companys Common Stock
WCRAP is deemed to beneficially own 0.5 % of the companys Common Stock
WCRAFLP is deemed to beneficially own 0.5 % of the companys Common Stock
WCRAFLTD is deemed to beneficially own 0.5 % of the companys Common Stock
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 23 of 26
PSA is deemed to beneficially own 0.7 % of the companys Common Stock
PSP is deemed to beneficially own 0.7 % of the companys Common Stock
PSFLP is deemed to beneficially own 0.7 % of the companys Common Stock
PSFLTD is deemed to beneficially own 0.7 % of the companys Common Stock
WTOF beneficially owns 0.0 % of the companys Common Stock.*
HFR beneficially owns 0.3 % of the companys Common Stock.*
The percentage of Common Stock reportedly owned by each entity herein is based on 13,000,000 shares of outstanding
Common Stock of the Company, which is the total number of shares issued and outstanding on
September 30
th
, 2012.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
(ii)
|
Shared power to vote or to direct the vote
|
WA has shared voting power with respect to 911,511 shares of the Issuers Common Stock.
WMSA, WMSP, WMSFLP, and WMSFLTD, have shared voting power with respect to 381,573 Shares of the Companys Common Stock.
WCCAA, WCCAP, WCCAFLP, and WCCAFLTD have shared voting power with
respect to
320,944 Shares of the Companys Common Stock.
WCRAA, WCRAP, WCRAFLP, and WCRAFLTD have shared voting power with respect
to 71,222 Shares of the Companys Common Stock.
PSA, PSP, PSFLP, and PSFLTD have shared voting power with respect to
97,278 Shares of the
Companys Common Stock.
WTOF have shared voting power with respect to 3,996 Shares of the Companys Common Stock.
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
WA has shared voting power with respect to 911,511 shares of the Issuers Common Stock.
WMSA, WMSP, WMSFLP, and WMSFLTD, have shared voting power with respect to 381,573 Shares of the Companys Common Stock.
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 24 of 26
WCCAA, WCCAP, WCCAFLP, and WCCAFLTD have shared voting power with respect to 320,944 Shares of the
Companys Common Stock.
WCRAA, WCRAP, WCRAFLP, and WCRAFLTD have shared voting power with respect to 71,222 Shares of
the Companys Common Stock.
PSA, PSP, PSFLP, and PSFLTD have shared voting power with respect to 97,278 Shares of the
Companys Common Stock.
WTOF have shared voting power with respect to 3,996 Shares of the Companys Common Stock.
Instruction.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d3(d)(1).
Item 5.
|
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following *.
Instruction.
Dissolution of a group requires a response to this item.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not Applicable
Item 8.
|
Identification and Classification of Members of the Group
|
See Item 2
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 25 of 26
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
February 13, 2013
|
Date
|
/s/ Clint B. Semm
|
Signature
|
Clint B. Semm Chief Financial Officer of Whitebox Advisors, LLC.
|
Name/Title
|
The original statement shall be signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representatives authority to sign on behalf
of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
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 for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
** SEE
INSTRUCTION BEFORE FILLING OUT **
Page 26 of 26