The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D (the “Initial 13D”), as specifically set forth herein.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of RNCP and RNIP 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 purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 3,999,973 Shares beneficially owned by RNCP is approximately $24,452,738, excluding brokerage commissions.1 The aggregate purchase price of the 4,498,887 Shares beneficially owned by RNIP is approximately $27,637,629, excluding brokerage commissions.
The Shares purchased by Mr. Rochman were purchased by an affiliate using working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A in the open market with personal funds. The aggregate purchase price of the 208,804 Shares owned directly by Mr. Rochman is approximately $1,251,285, excluding brokerage commissions. The Shares purchased by Mr. Wise were purchased in the open market with personal funds, except as otherwise noted in Schedule A annexed hereto. The aggregate purchase price of the 116,500 Shares owned directly by Mr. Wise is approximately $242,072, excluding brokerage commissions.
Item 5.
|
Interest in Securities of the Issuer.
|
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 150,262,924 Shares outstanding, as of November 30, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 1, 2015.
|
(a)
|
As of the close of business on January 12, 2016, RNCP beneficially owned 3,999,973 Shares.
|
Percentage: Approximately 2.7%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 3,999,973
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 3,999,973
|
|
(c)
|
The transactions in the Shares by RNCP since the filing of the Initial 13D are as set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on January 12, 2016, RNIP beneficially owned 4,498,887 Shares.
|
Percentage: Approximately 3.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 4,498,887
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 4,498,887
|
|
(c)
|
The transactions in the Shares by RNIP since the filing of the Initial 13D are as set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on January 12, 2016, RNCO beneficially owned 0 Shares.
|
Percentage: Approximately Less than 1%1
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RNCO has not entered into any transaction in the Shares since the filing of the Initial 13D.
|
|
(a)
|
As of the close of business on January 12, 2016, RNSI beneficially owned 0 Shares.
|
Percentage: Approximately Less than 1%2
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RNSI has not entered into any transaction in the Shares since the filing of the Initial 13D.
|
|
(a)
|
RiverNorth Management, (i) as the general partner of RNCP, may be deemed the beneficial owner of the 3,999,973 Shares owned by RNCP, (ii) as the general partner of RNIP, may be deemed the beneficial owner of the 4,498,887 Shares owned by RNIP, (iii) as the investment advisor of RNCO, may be deemed to have economic exposure to the 1,043,000 Shares that RNCO also has economic exposure, and (iv) as the investment advisor of RNSI, may be deemed to have economic exposure to the 1,103,373 Shares that RNSI also has economic exposure.
|
Percentage: Approximately 7.1%1
|
(b)
|
1. Sole power to vote or direct vote: 10,645,233
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 10,645,233
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RiverNorth Management has not entered into any transaction in the Shares since the filing of the Initial 13D. The transactions, if any, in the Shares on behalf of each of RNCP, RNIP, RNCO, and RNSI since the filing of the Initial 13D are as set forth in Schedule A and are incorporated herein by reference.
|
F. Mr. Rochman
|
(a)
|
As of the close of business on January 12, 2016, Mr. Rochman beneficially owned 208,804 Shares.2
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 208,804
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 208,804
|
|
(c)
|
Mr. Rochman has not entered into any transaction in the Shares since the filing of the Initial 13D.
|
G. Mr. Steingraber
|
(a)
|
As of the close of business on January 12, 2016, Mr. Steingraber did not directly own any Shares.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Steingraber has not entered into any transaction in the Shares since the filing of the Initial 13D.
|
4 Possesses economic exposure to an aggregate of 2,146,373 shares (representing approximately 1.4% of the outstanding shares) due to certain cash-settled total return swap agreements.
5 Consists of shares held directly by West Family Investments, Inc., an affiliate of Mr. Rochman. Mr. Rochman may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Rochman may be deemed to beneficially own such shares.
H. Mr. Wise
|
(a)
|
As of the close of business on January 12, 2016, Mr. Wise beneficially owned 116,500 Shares.1
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 76,700
|
|
2. Shared power to vote or direct vote: 39,700
|
|
3. Sole power to dispose or direct the disposition: 76,700
|
|
4. Shared power to dispose or direct the disposition: 39,700
|
|
(c)
|
The transactions in the Shares by Mr. Wise since the filing of the Initial 13D are as set forth in Schedule A and are incorporated herein by reference.
|
As of the close of business on January 12, 2016, the Reporting Persons collectively beneficially owned an aggregate of 10,970,537 Shares, constituting approximately 7.3% of the Shares outstanding.2
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.
2 Possesses economic exposure to an aggregate of 2,146,373 shares (representing approximately 1.4% of the outstanding shares) due to certain cash-settled total return swap agreements.
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 January 13, 2016
RiverNorth Capital Management, LLC
|
|
By:
|
|
|
Name:
|
Marcus Collins
|
|
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
RiverNorth Capital Partners, L.P.
|
|
|
RiverNorth Capital Management, LLC,
General Partner
|
|
By:
|
|
|
Name:
|
Marcus Collins
|
|
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
RiverNorth Institutional Partners, L.P.
|
|
|
RiverNorth Capital Management, LLC,
General Partner
|
|
By:
|
|
|
Name:
|
Marcus Collins
|
|
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
RiverNorth Core Opportunity Fund
|
|
|
RiverNorth Capital Management, LLC, Investment Advisor
|
|
By:
|
|
|
Name:
|
Marcus Collins
|
|
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
RiverNorth/DoubleLine Strategic Income Fund
|
|
|
RiverNorth Capital Management, LLC, Investment Advisor
|
|
By:
|
|
|
Name:
|
Marcus Collins
|
|
Title:
|
Marcus Collins, General Counsel and
Chief Compliance Officer
|
SCHEDULE A
Transactions in the Shares During the Past Sixty (60) Days
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
RANDY I. ROCHMAN1
40,004
|
5.9800
|
11/13/2015
|
23,327
|
6.0019
|
11/16/2015
|
30,000
|
6.0950
|
01/08/2016
|
MURRAY R. WISE
100
|
5.9500
|
11/13/2015
|
1002
|
6.220
|
11/19/2015
|
15,0003
|
6.320
|
11/25/2015
|
5,000
|
6.360
|
12/03/2015
|
5,000
|
6.320
|
12/04/2015
|
5,000
|
5.260
|
12/08/2015
|
5,0004
|
6.130
|
01/08/2016
|
RIVERNORTH CAPITAL PARTNERS, L.P.
44,698
|
6.0257
|
11/13/2015
|
57,779
|
6.0188
|
11/13/2015
|
200,412
|
6.4250
|
12/01/2015
|
23,957
|
6.3895
|
12/02/2015
|
58,911
|
6.3151
|
12/07/2015
|
60,000
|
6.2966
|
12/08/2015
|
20,571
|
6.3089
|
12/09/2015
|
389,414
|
6.0375
|
12/14/2015
|
124,846
|
6.1165
|
12/17/2015
|
25,000
|
6.1699
|
01/07/2016
|
34,880
|
6.1585
|
01/08/2016
|
377,111
|
5.6977
|
01/12/2016
|
RIVERNORTH INSTITUTIONAL PARTNERS, L.P.
68,555
|
6.0257
|
11/13/2015
|
88,812
|
6.0188
|
11/13/2015
|
3,585
|
6.3895
|
12/02/2015
|
29,429
|
6.3098
|
12/09/2015
|
269,607
|
6.0375
|
12/14/2015
|