Amended Statement of Beneficial Ownership (sc 13d/a)
May 18 2022 - 4:21PM
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. 8)1
Tandy Leather Factory, Inc.
(Name
of Issuer)
Common Stock, par value $0.0024
(Title of Class of Securities)
87538X105
(CUSIP Number)
JEFFERSON GRAMM
Bandera Partners
LLC
50 Broad Street, Suite 1820
New York, New York 10004
(212) 232-4583
STEVE WOLOSKY
RYAN NEBEL
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)
May 16, 2022
(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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BANDERA MASTER FUND L.P. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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 |
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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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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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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2,857,936 |
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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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2,857,936 |
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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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2,857,936 |
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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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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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34.7% |
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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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BANDERA PARTNERS LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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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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2,857,936 |
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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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2,857,936 |
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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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2,857,936 |
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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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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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34.7% |
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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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GREGORY BYLINSKY |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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UNITED STATES OF AMERICA |
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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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- 0 - |
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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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2,857,936 |
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| PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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2,857,936 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,857,936 |
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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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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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34.7% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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JEFFERSON GRAMM |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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, PF, 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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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UNITED STATES OF AMERICA |
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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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6,119 |
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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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2,857,936 |
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| PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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6,119 |
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10 |
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SHARED DISPOSITIVE POWER |
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2,857,936 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,864,055 |
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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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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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34.8% |
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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. 8 to the Schedule 13D filed by the undersigned (the “Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein. This Amendment No. 8 was triggered due to a change in the number of outstanding Shares of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) and (c) are hereby
amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 8,235,257 Shares outstanding as of May 12, 2022,
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 May 16, 2022.
As of the date hereof, Bandera
Master Fund directly owned 2,857,936 Shares, constituting approximately 34.7% of the Shares outstanding.
As of the date hereof, Mr.
Gramm directly beneficially owned 6,119 Shares, constituting less than 1% of the Shares outstanding.
By virtue of their respective
relationships with Bandera Master Fund discussed in further detail in Item 2 of Amendment No. 4 to the Schedule 13D, each of Bandera Partners,
Mr. Bylinsky and Mr. Gramm may be deemed to beneficially own the 2,857,936 Shares directly owned by Bandera Master Fund, constituting
approximately 34.7% of the Shares outstanding, and, together with the 6,119 Shares he directly beneficially owns, Mr. Gramm may be deemed
to beneficially own an aggregate of 2,864,055 Shares, constituting approximately 34.8% of the Shares outstanding.
(c) The
Reporting Persons have not entered into any transactions in securities of the Issuer during the past 60 days.
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: May 18, 2022 |
Bandera Master Fund L.P. |
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By: |
Bandera Partners LLC
its Investment Manager |
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By: |
/s/ Jefferson Gramm |
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Name: |
Jefferson Gramm |
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Title: |
Managing Director |
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Bandera Partners LLC |
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By: |
/s/ Jefferson Gramm |
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Name: |
Jefferson Gramm |
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Title: |
Managing Director |
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/s/ Gregory Bylinsky |
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Gregory Bylinsky |
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/s/ Jefferson Gramm |
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Jefferson Gramm |
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