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), 13d-1(f) or 13d-1(g), check the following box ☐.
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 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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|
|
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|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Ancora Merlin, LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
21,450
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
21,450
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
21,450
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Ancora Merlin Institutional, LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
230,999
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
230,999
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
230,999
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Ancora Catalyst, LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
18,004
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
18,004
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
18,004
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Ancora Catalyst Institutional, LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
234,417
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
234,417
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
234,417
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Ancora Catalyst SPV I LP – Series I*
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
165,004
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
165,004
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
165,004
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*This Series I is part of a series of Ancora Catalyst SPV I
LP, a series limited partnership.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Ancora Catalyst SPV I LP – Series J*
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
188,345
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
188,345
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
188,345
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*This Series J is part of a series of Ancora Catalyst SPV I
LP, a series limited partnership.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Ancora Catalyst SPV I LP – Series K*
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
125,648
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
125,648
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
125,648
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*This Series K is part of a series of Ancora Catalyst SPV I
LP, a series limited partnership.
|
|
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|
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|
|
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|
1
|
|
NAME OF REPORTING PERSON
|
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|
|
|
Ancora Catalyst SPV I LP – Series L*
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
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|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
49,464
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
49,464
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
49,464
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*This Series L is part of a series of Ancora Catalyst SPV I
LP, a series limited partnership.
|
|
|
|
|
|
|
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|
|
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|
|
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|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio
E
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
365,648
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
365,648
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
365,648
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.3%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Ancora Advisors, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO, AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
NEVADA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,447,548
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,447,548
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,447,548
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.3%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA, OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Frederick DiSanto
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,447,548
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,447,548
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,447,548
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.3%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Andrew C. Clarke
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,500
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,500
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Scott W. Niswonger
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
10,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
|
This statement relates
to the Common Stock, $0.01 par value (the “Shares”), of Forward Air Corporation, a Tennessee corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 1915 Snapps Ferry Road, Building N, Greeneville, Tennessee, 37745.
|
Item 2.
|
Identity and Background.
|
(a) This
statement is filed by:
|
(i)
|
Ancora Merlin, LP, a Delaware limited partnership (“Ancora
Merlin”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Ancora Merlin Institutional, LP, a Delaware limited partnership
(“Ancora Merlin Institutional”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Ancora Catalyst, LP, a Delaware limited partnership (“Ancora
Catalyst”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Ancora Catalyst Institutional, LP, a Delaware limited
partnership (“Ancora Catalyst Institutional”), with respect to the Shares directly and beneficially owned by it;
|
|
(v)
|
Ancora Catalyst SPV I LP – Series I, a series of
Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV I”), with respect to the Shares directly and
beneficially owned by it;
|
|
(vi)
|
Ancora Catalyst SPV I LP – Series J, a series of
Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV J”), with respect to the Shares directly and
beneficially owned by it;
|
|
(vii)
|
Ancora Catalyst SPV I LP – Series K, a series of
Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV K”), with respect to the Shares directly and
beneficially owned by it;
|
|
(viii)
|
Ancora Catalyst SPV I LP – Series L, a series of
Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV L” and together with Ancora Merlin, Ancora Merlin
Institutional, Ancora Catalyst, Ancora Catalyst Institutional, Ancora SPV I, Ancora SPV J and Ancora SPV K, the “Ancora
LP Funds”), with respect to the Shares directly and beneficially owned by it;
|
|
(ix)
|
Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio
E, a Cayman Islands segregated portfolio company (“Ancora SPC E” and together with the Ancora LP Funds, the “Ancora
Funds”), with respect to the Shares directly and beneficially owned by it;
|
|
(x)
|
Ancora Advisors, LLC, a Nevada limited liability company
(“Ancora Advisors”), as the investment adviser of each of the Ancora Funds and certain separately managed accounts
(the “Separately Managed Accounts”), and the general partner of each of the Ancora LP Funds;
|
|
(xi)
|
Frederick DiSanto, as the Chairman and Chief Executive
Officer of Ancora Advisors;
|
|
(xii)
|
Andrew C. Clarke, with respect to the Shares directly
and beneficially owned by him, and
|
|
(xiii)
|
Scott W. Niswonger, with respect to the Shares directly
and beneficially owned by him.
|
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Group Agreement, as defined in Item 6. Accordingly, the Reporting Persons are hereby filing a
joint Schedule 13D.
Set forth on Schedule
A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address
and citizenship of the executive officers and directors of Ancora SPC E. To the best of the Reporting Persons’ knowledge,
except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or
is a party to any contract, agreement or understanding required to be disclosed herein.
(b) The address
of the principal office of each of the Ancora Funds and Ancora Advisors, and the principal business address of Mr. DiSanto, is
6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124. The principal business address of Mr. Clarke is 57 Groveland Terrace,
Minneapolis, Minnesota 55403. The principal business address of Mr. Niswonger is c/o The Niswonger Group, P.O. Box 1508, Greeneville,
Tennessee 37744.
(c) The principal
business of each of the Ancora Funds is investing in securities. The principal business of Ancora Advisors is serving as a registered
investment adviser to certain of its affiliates, including each of the Ancora Funds. The principal occupation of Mr. DiSanto is
serving as the Chairman and Chief Executive Officer of Ancora Advisors. The principal occupation of Mr. Clarke is serving as a
business adviser and professional director. The principal occupation of Mr. Niswonger is serving as Chairman of the Niswonger Foundation.
(d) No Reporting
Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Other than
as disclosed below, no Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws. On December 18, 2018, Ancora Advisors entered into a settlement with the Securities and Exchange Commission
regarding the violation of Section 206(4) under the Investment Advisers Act of 1940 and Rule 206(4)-5 thereunder, due to the contributing
of more than the allowable $350 contribution to certain political campaigns. Ancora Advisors consented to the cease-and-desist
order and paid a penalty in the amount of $100,000.
(f) Messrs.
DiSanto, Clarke and Niswonger are citizens of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The Shares purchased
by each of the Ancora Funds and held in the Separately Managed Accounts were purchased with working capital (which may, at any given
time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 21,450
Shares owned directly by Ancora Merlin is approximately $1,144,848, including brokerage commissions. The aggregate purchase price
of the 230,999 Shares owned directly by Ancora Merlin Institutional is approximately $12,342,180, including brokerage commissions.
The aggregate purchase price of the 18,004 Shares owned directly by Ancora Catalyst is approximately $962,906, including brokerage
commissions. The aggregate purchase price of the 234,417 Shares owned directly by Ancora Catalyst Institutional is approximately
$12,524,260, including brokerage commissions. The aggregate purchase price of the 165,004 Shares owned directly by Ancora SPV I
is approximately $10,239,449, including brokerage commissions. The aggregate purchase price of the 188,345 Shares owned directly
by Ancora SPV J is approximately $11,891,148 including brokerage commissions. The aggregate purchase price of the 125,648 Shares
owned directly by Ancora SPV K is approximately $8,519,524 including brokerage commissions. The aggregate purchase price of the
49,464 Shares owned directly by Ancora SPV L is approximately $3,624,871 including brokerage commissions. The aggregate purchase
price of the 365,648 Shares owned directly by Ancora SPC E is approximately $24,118,403 including brokerage commissions. The aggregate
purchase price of the 48,569 Shares held by the Separately Managed Accounts is approximately $3,428,557 including brokerage commissions.
The Shares beneficially owned by Mr. Clarke and Mr. Niswonger were purchased with personal funds (which may, at any given time,
include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,500 Shares
beneficially owned by Mr. Clarke is approximately $164,988, including brokerage commissions. The aggregate purchase price of the
10,000 Shares beneficially owned by Mr. Niswonger is approximately $585,692, including brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available
to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the
Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or
sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons
may deem advisable.
The Reporting Persons
have engaged, and intend to continue to engage, in discussions with the Issuer’s Board of Directors (the “Board”)
and management team regarding means to create shareholder value, including, but not limited to, by strengthening the management
team, improving capital allocation, divesting non-core assets and enhancing corporate governance (including changes to the composition
of the Board).
No Reporting Person has
any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item
4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any
of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial
position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and
industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as
they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the
Issuer, engaging in discussions with shareholders of the Issuer or third parties, including potential acquirers and service providers
about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital
allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure
(including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging
in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect
to any and all matters referred to in Item 4.
|
Item 5.
|
Interest in Securities of the Issuer.
|
The aggregate percentage
of Shares reported owned by each person named herein is based upon 27,507,750 Shares outstanding as of October 27, 2020 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 October 30, 2020.
|
(a)
|
As of the close of business on December 28, 2020, Ancora Merlin beneficially owned directly 21,450
Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 21,450
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 21,450
|
|
B.
|
Ancora Merlin Institutional
|
|
(a)
|
As of the close of business on December 28, 2020, Ancora Merlin Institutional beneficially owned
directly 230,999 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 230,999
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 230,999
|
|
(a)
|
As of the close of business on December 28, 2020, Ancora Catalyst beneficially owned directly 18,004
Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 18,004
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 18,004
|
|
D.
|
Ancora Catalyst Institutional
|
|
(a)
|
As of the close of business on December 28, 2020, Ancora Catalyst Institutional beneficially owned
directly 234,417 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 234,417
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 234,417
|
|
(a)
|
As of the close of business on December 28, 2020, Ancora SPV I beneficially owned directly 165,004
Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 165,004
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 165,004
|
|
(a)
|
As of the close of business on December 28, 2020, Ancora SPV J beneficially owned directly 188,345
Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 188,345
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 188,345
|
|
(a)
|
As of the close of business on December 28, 2020, Ancora SPV K beneficially owned directly 125,648 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 125,648
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 125,648
|
|
(a)
|
As of the close of business on December 28, 2020, Ancora SPV L beneficially owned directly 49,464
Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 49,464
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 49,464
|
|
(a)
|
As of the close of business on December 28, 2020, Ancora SPC E beneficially owned directly 365,648
Shares.
|
Percentage: Approximately 1.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 365,648
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 365,648
|
|
(a)
|
Ancora Advisors, as the investment adviser to each of the Ancora Funds and the Separately Managed
Accounts, may be deemed to beneficially own 1,447,548 Shares consisting of (i) 21,450 Shares beneficially owned directly by Ancora
Merlin, (ii) 230,999 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 18,004 Shares beneficially owned
directly by Ancora Catalyst, (iv) 234,417 Shares beneficially owned directly by Ancora Catalyst Institutional, (v) 165,004 Shares
beneficially owned directly by Ancora SPV I, (vi) 188,345 Shares beneficially owned directly by Ancora SPV J, (vii) 125,648 Shares
beneficially owned directly by Ancora SPV K, (viii) 49,464 Shares beneficially owned directly by Ancora SPV L, (ix) 365,648 Shares
beneficially owned directly by Ancora SPC E and (x) 48,569 Shares held in the Separately Managed Accounts.
|
Percentage: Approximately 5.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,447,548
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,447,548
|
|
(a)
|
Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora Advisors, may be deemed to beneficially
own 1,447,548 Shares consisting of (i) 21,450 Shares beneficially owned directly by Ancora Merlin, (ii) 230,999 Shares beneficially
owned directly by Ancora Merlin Institutional, (iii) 18,004 Shares beneficially owned directly by Ancora Catalyst, (iv) 234,417
Shares beneficially owned directly by Ancora Catalyst Institutional, (v) 165,004 Shares beneficially owned directly by Ancora SPV
I, (vi) 188,345 Shares beneficially owned directly by Ancora SPV J, (vii) 125,648 Shares beneficially owned directly by Ancora
SPV K, (viii) 49,464 Shares beneficially owned directly by Ancora SPV L, (ix) 365,648 Shares beneficially owned directly by Ancora
SPC E and (x) 48,569 Shares held in the Separately Managed Accounts.
|
Percentage: Approximately 5.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,447,548
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,447,548
|
|
(a)
|
As of the close of business on December 25, 2020, Mr. Clarke beneficially owned 2,500 Shares, which
Shares are held in the Andrew C. Clarke Revocable Trust, of which Mr. Clarke is the sole settlor, beneficiary and trustee.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 2,500
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,500
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the close of business on December 25, 2020, Mr. Niswonger beneficially owned directly 10,000
Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 10,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,000
4. Shared power to dispose or direct the disposition: 0
|
Each Reporting
Person may be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed the beneficial
owner of the Shares directly owned by each of the Reporting Persons. 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 Exchange Act, the beneficial owners of any securities of the
Issuer that 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.
(c) The
transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule B and are incorporated
herein by reference. All of such transactions were effected in the open market unless otherwise noted.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e) Not
applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
On December 21, 2020,
the Reporting Persons entered into a Group Agreement (the “Group Agreement”) in which the Reporting Persons agreed,
among other things, to (i) engage in discussions with the Issuer regarding means to enhance shareholder value and corporate governance
and (ii) the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer
to the extent required by applicable law. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits
|
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: December 28, 2020
|
Ancora Merlin, LP
|
|
|
|
By:
|
Ancora Advisors, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ Frederick DiSanto
|
|
|
Name:
|
Frederick DiSanto
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
Ancora Merlin Institutional, LP
|
|
|
|
By:
|
Ancora Advisors, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ Frederick DiSanto
|
|
|
Name:
|
Frederick DiSanto
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
Ancora Catalyst, LP
|
|
|
|
By:
|
Ancora Advisors, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ Frederick DiSanto
|
|
|
Name:
|
Frederick DiSanto
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
Ancora Catalyst Institutional, LP
|
|
|
|
By:
|
Ancora Advisors, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ Frederick DiSanto
|
|
|
Name:
|
Frederick DiSanto
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
Ancora Catalyst SPV I LP – Series I
|
|
|
|
By:
|
Ancora Advisors, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ Frederick DiSanto
|
|
|
Name:
|
Frederick DiSanto
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
Ancora Catalyst SPV I LP – Series J
|
|
|
|
By:
|
Ancora Advisors, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ Frederick DiSanto
|
|
|
Name:
|
Frederick DiSanto
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
Ancora Catalyst SPV I LP – Series K
|
|
|
|
By:
|
Ancora Advisors, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ Frederick DiSanto
|
|
|
Name:
|
Frederick DiSanto
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
Ancora Catalyst SPV I LP – Series L
|
|
|
|
By:
|
Ancora Advisors, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ Frederick DiSanto
|
|
|
Name:
|
Frederick DiSanto
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio
E
|
|
|
|
By:
|
Ancora Advisors, LLC, its Investment Adviser
|
|
|
|
|
By:
|
/s/ Frederick DiSanto
|
|
|
Name:
|
Frederick DiSanto
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
Ancora Advisors, LLC
|
|
|
|
By:
|
/s/ Frederick DiSanto
|
|
|
Name:
|
Frederick DiSanto
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
/s/ Frederick DiSanto
|
|
Frederick DiSanto, individually and as attorney-in-fact for Andrew C. Clarke and Scott W. Niswonger
|
SCHEDULE A
Directors and Officers of Ancora Catalyst
SPV I SPC Ltd. – Segregated Portfolio E
Name and Position
|
|
Principal Occupation
|
|
Principal Business Address
|
|
Citizenship
|
|
|
|
|
|
|
|
Bradley Zucker
Director
|
|
Company Director
|
|
6060 Parkland Boulevard
Suite 200
Cleveland, Ohio 44124
|
|
United States
|
|
|
|
|
|
|
|
Julie O’Hara
Director
|
|
Company Director
|
|
94 Solaris Avenue
Box 1348, Camana Bay
Grand Cayman
Cayman Islands
KY1-1108
|
|
Canada
|
|
|
|
|
|
|
|
Ronan Guilfoyle
Director
|
|
Company Director
|
|
94 Solaris Avenue
Box 1348, Camana Bay
Grand Cayman
Cayman Islands
KY1-1108
|
|
Ireland
|
SCHEDULE B
Transactions in the Securities of the
Issuer During the Past Sixty Days
Nature of Transaction
|
Amount of
Securities
Purchased
|
Price per Share ($)
|
Date of
Purchase
|
Ancora
Catalyst SPV I LP – Series I
Purchase of Common Stock
|
1,004
|
61.6735
|
10/26/2020
|
Purchase of Common Stock
|
1,720
|
62.4122
|
10/27/2020
|
Purchase of Common Stock
|
2,910
|
60.3332
|
10/28/2020
|
Purchase of Common Stock
|
1,735
|
61.2389
|
10/29/2020
|
Purchase of Common Stock
|
1,563
|
62.8663
|
10/30/2020
|
Purchase of Common Stock
|
1,989
|
63.1739
|
11/02/2020
|
Purchase of Common Stock
|
1,040
|
66.4463
|
11/03/2020
|
Purchase of Common Stock
|
2,277
|
64.6422
|
11/04/2020
|
Purchase of Common Stock
|
1,384
|
65.9038
|
11/05/2020
|
Purchase of Common Stock
|
1,223
|
65.9047
|
11/06/2020
|
Purchase of Common Stock
|
1,692
|
71.2324
|
11/09/2020
|
Purchase of Common Stock
|
917
|
72.8194
|
11/10/2020
|
Purchase of Common Stock
|
2,468
|
71.1393
|
11/11/2020
|
Purchase of Common Stock
|
978
|
71.9884
|
11/13/2020
|
Purchase of Common Stock
|
245
|
73.6599
|
11/16/2020
|
Purchase of Common Stock
|
734
|
74.2808
|
11/16/2020
|
Purchase of Common Stock
|
1,520
|
74.1981
|
11/17/2020
|
Purchase of Common Stock
|
548
|
74.7316
|
11/18/2020
|
Purchase of Common Stock
|
548
|
74.1319
|
11/19/2020
|
Purchase of Common Stock
|
548
|
74.2174
|
11/20/2020
|
Purchase of Common Stock
|
365
|
75.2933
|
11/23/2020
|
Purchase of Common Stock
|
722
|
73.8417
|
12/14/2020
|
Purchase of Common Stock
|
211
|
75.8090
|
12/24/2020
|
Purchase of Common Stock
|
754
|
76.6229
|
12/28/2020
|
Ancora
Catalyst SPV I LP – Series j
Purchase of Common Stock
|
2,103
|
61.6657
|
10/26/2020
|
Purchase of Common Stock
|
3,600
|
62.4077
|
10/27/2020
|
Purchase of Common Stock
|
6,092
|
60.3305
|
10/28/2020
|
Purchase of Common Stock
|
3,633
|
61.2344
|
10/29/2020
|
Purchase of Common Stock
|
3,272
|
62.8613
|
10/30/2020
|
Purchase of Common Stock
|
4,163
|
63.1700
|
11/02/2020
|
Purchase of Common Stock
|
2,193
|
66.4387
|
11/03/2020
|
Purchase of Common Stock
|
4,799
|
64.6387
|
11/04/2020
|
Purchase of Common Stock
|
2,918
|
65.8981
|
11/05/2020
|
Purchase of Common Stock
|
2,578
|
65.8982
|
11/06/2020
|
Purchase of Common Stock
|
3,613
|
71.2277
|
11/09/2020
|
Purchase of Common Stock
|
1,861
|
72.8111
|
11/10/2020
|
Purchase of Common Stock
|
5,013
|
71.1362
|
11/11/2020
|
Purchase of Common Stock
|
2,004
|
71.9806
|
11/13/2020
|
Purchase of Common Stock
|
501
|
73.6391
|
11/16/2020
|
Purchase of Common Stock
|
1,503
|
74.2704
|
11/16/2020
|
Purchase of Common Stock
|
3,145
|
74.1930
|
11/17/2020
|
Purchase of Common Stock
|
1,148
|
74.7173
|
11/18/2020
|
Purchase of Common Stock
|
1,148
|
74.1176
|
11/19/2020
|
Purchase of Common Stock
|
1,148
|
74.2031
|
11/20/2020
|
Purchase of Common Stock
|
765
|
75.2718
|
11/23/2020
|
Purchase of Common Stock
|
1,510
|
73.8308
|
12/14/2020
|
Purchase of Common Stock
|
449
|
75.7713
|
12/24/2020
|
Purchase of Common Stock
|
1,600
|
76.6229
|
12/28/2020
|
Ancora
Catalyst SPV I LP – Series k
Purchase of Common Stock
|
3
|
66.9367
|
10/26/2020
|
Purchase of Common Stock
|
2,015
|
61.6660
|
10/26/2020
|
Purchase of Common Stock
|
3,451
|
62.4078
|
10/27/2020
|
Purchase of Common Stock
|
5,838
|
60.3306
|
10/28/2020
|
Purchase of Common Stock
|
3,482
|
61.2346
|
10/29/2020
|
Purchase of Common Stock
|
3,135
|
62.8615
|
10/30/2020
|
Purchase of Common Stock
|
4,552
|
63.1697
|
11/02/2020
|
Purchase of Common Stock
|
4,377
|
66.4353
|
11/03/2020
|
Purchase of Common Stock
|
9,580
|
64.6372
|
11/04/2020
|
Purchase of Common Stock
|
5,823
|
65.8956
|
11/05/2020
|
Purchase of Common Stock
|
5,146
|
65.8953
|
11/06/2020
|
Purchase of Common Stock
|
6,968
|
71.2257
|
11/09/2020
|
Purchase of Common Stock
|
4,366
|
72.8064
|
11/10/2020
|
Purchase of Common Stock
|
11,754
|
71.1345
|
11/11/2020
|
Purchase of Common Stock
|
4,733
|
71.9763
|
11/13/2020
|
Purchase of Common Stock
|
1,183
|
73.6366
|
11/16/2020
|
Purchase of Common Stock
|
3,550
|
74.2646
|
11/16/2020
|
Purchase of Common Stock
|
7,341
|
74.1902
|
11/17/2020
|
Purchase of Common Stock
|
2,711
|
74.7097
|
11/18/2020
|
Purchase of Common Stock
|
2,711
|
74.1100
|
11/19/2020
|
Purchase of Common Stock
|
2,711
|
74.1955
|
11/20/2020
|
Purchase of Common Stock
|
1,807
|
75.2605
|
11/23/2020
|
Purchase of Common Stock
|
3,638
|
73.8250
|
12/14/2020
|
Purchase of Common Stock
|
4,174
|
75.1568
|
12/16/2020
|
Purchase of Common Stock
|
1,181
|
76.7668
|
12/17/2020
|
Purchase of Common Stock
|
1,033
|
75.7524
|
12/24/2020
|
Purchase of Common Stock
|
3,676
|
76.6229
|
12/28/2020
|
Ancora
Catalyst SPV I LP – Series l
Purchase of Common Stock
|
2,749
|
71.9786
|
11/13/2020
|
Purchase of Common Stock
|
2,061
|
74.2677
|
11/16/2020
|
Purchase of Common Stock
|
688
|
73.6366
|
11/16/2020
|
Purchase of Common Stock
|
4,418
|
74.1916
|
11/17/2020
|
Purchase of Common Stock
|
1,637
|
74.7134
|
11/18/2020
|
Purchase of Common Stock
|
1,741
|
74.1131
|
11/19/2020
|
Purchase of Common Stock
|
1,742
|
74.1986
|
11/20/2020
|
Purchase of Common Stock
|
1,161
|
75.2651
|
11/23/2020
|
Purchase of Common Stock
|
522
|
74.6840
|
11/25/2020
|
Purchase of Common Stock
|
10,000
|
74.0490
|
11/27/2020
|
Purchase of Common Stock
|
5,000
|
73.2625
|
11/30/2020
|
Purchase of Common Stock
|
4,000
|
73.2303
|
12/10/2020
|
Purchase of Common Stock
|
4,000
|
74.4238
|
12/11/2020
|
Purchase of Common Stock
|
1,914
|
73.8287
|
12/14/2020
|
Purchase of Common Stock
|
2,708
|
74.0449
|
12/15/2020
|
Purchase of Common Stock
|
2,126
|
75.1603
|
12/16/2020
|
Purchase of Common Stock
|
601
|
76.7791
|
12/17/2020
|
Purchase of Common Stock
|
525
|
75.7665
|
12/24/2020
|
Purchase of Common Stock
|
1,871
|
76.6229
|
12/28/2020
|
Ancora
Catalyst SPV I spc ltd. – segregated portfolio e
Purchase of Common Stock
|
18,694
|
60.3288
|
10/28/2020
|
Purchase of Common Stock
|
11,150
|
61.2316
|
10/29/2020
|
Purchase of Common Stock
|
10,040
|
62.8582
|
10/30/2020
|
Purchase of Common Stock
|
12,780
|
63.1676
|
11/02/2020
|
Purchase of Common Stock
|
7,390
|
66.4339
|
11/03/2020
|
Purchase of Common Stock
|
16,246
|
64.6365
|
11/04/2020
|
Purchase of Common Stock
|
9,875
|
65.8945
|
11/05/2020
|
Purchase of Common Stock
|
8,727
|
65.8941
|
11/06/2020
|
Purchase of Common Stock
|
11,727
|
71.2248
|
11/09/2020
|
Purchase of Common Stock
|
5,856
|
72.8056
|
11/10/2020
|
Purchase of Common Stock
|
15,765
|
71.1342
|
11/11/2020
|
Purchase of Common Stock
|
9,536
|
71.9747
|
11/13/2020
|
Purchase of Common Stock
|
2,384
|
73.6366
|
11/16/2020
|
Purchase of Common Stock
|
7,152
|
74.2625
|
11/16/2020
|
Purchase of Common Stock
|
14,515
|
74.1892
|
11/17/2020
|
Purchase of Common Stock
|
5,380
|
74.7070
|
11/18/2020
|
Purchase of Common Stock
|
5,483
|
74.1072
|
11/19/2020
|
Purchase of Common Stock
|
5,483
|
74.1927
|
11/20/2020
|
Purchase of Common Stock
|
3,656
|
75.2563
|
11/23/2020
|
Purchase of Common Stock
|
7,368
|
73.8229
|
12/14/2020
|
Purchase of Common Stock
|
10,430
|
74.0408
|
12/15/2020
|
Purchase of Common Stock
|
8,186
|
75.1550
|
12/16/2020
|
Purchase of Common Stock
|
2,316
|
76.7606
|
12/17/2020
|
Purchase of Common Stock
|
2,024
|
75.7453
|
12/24/2020
|
Purchase of Common Stock
|
7,208
|
76.6229
|
12/28/2020
|
Ancora
advisors llc
(Through the Separately Managed Accounts)
Purchase of Common Stock
|
9,661
|
74.1882
|
11/17/2020
|
Purchase of Common Stock
|
3,576
|
74.7042
|
11/18/2020
|
Purchase of Common Stock
|
3,369
|
74.1045
|
11/19/2020
|
Purchase of Common Stock
|
3,368
|
74.1900
|
11/20/2020
|
Purchase of Common Stock
|
2,246
|
75.2522
|
11/23/2020
|
Purchase of Common Stock
|
4,848
|
73.8209
|
12/14/2020
|
Purchase of Common Stock
|
6,862
|
74.0394
|
12/15/2020
|
Purchase of Common Stock
|
5,514
|
75.1532
|
12/16/2020
|
Purchase of Common Stock
|
1,560
|
76.7541
|
12/17/2020
|
Purchase of Common Stock
|
1,374
|
75.7379
|
12/24/2020
|
Purchase of Common Stock
|
4,891
|
76.6229
|
12/28/2020
|
Andrew
c. clarke
(Through the Andrew C. Clarke Revocable
Trust)
Purchase of Common Stock
|
2,500
|
66.0000
|
11/06/2020
|