Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 5:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
LEARNING TREE INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of
Class of Securities)
522015106
(CUSIP Number)
December 31, 2016
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for
a reporting persons initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
|
The information required in 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).
CUSIP No. 522015106
1.
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Names of reporting persons.
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I.R.S. Identification Nos. of above persons (entities only).
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John H. Lewis
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2.
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Check the appropriate box if a member of a group (see
instructions)
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(a) [ ] (b) [X]
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3.
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SEC use only
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4.
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Citizenship or place of organization
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United States
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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5.
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Sole
voting power
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0
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6.
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Shared
voting power
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1,563,368
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7.
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Sole
dispositive power
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0
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8.
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Shared
dispositive power
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1,563,368
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9.
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Aggregate amount beneficially owned by each reporting person
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1,563,368
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10.
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Check if the aggregate amount in Row (9) excludes certain shares
(see instructions) [ ]
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11.
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Percent of class represented by amount in Row (9)
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11.8%
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12.
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Type of reporting person (see instructions)
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IN
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CUSIP No. 522015106
1.
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Names of reporting persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Osmium Partners, LLC
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2.
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Check the appropriate box if a member of a group (see
instructions)
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(a) [ ] (b) [X]
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3.
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SEC use only
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4.
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Citizenship or place of organization
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Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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5.
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Sole
voting power
|
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0
|
6.
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Shared
voting power
|
|
|
|
1,563,368
|
7.
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Sole
dispositive power
|
|
|
|
0
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8.
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Shared
dispositive power
|
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1,563,368
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9.
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Aggregate amount beneficially owned by each reporting person
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1,563,368
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10.
|
Check if the aggregate amount in Row (9) excludes certain shares
(see instructions) [ ]
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11.
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Percent of class represented by amount in Row (9)
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11.8%
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12.
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Type of reporting person (see instructions)
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IA, OO
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CUSIP No. 522015106
1.
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Names of reporting persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Osmium Capital, LP
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2.
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Check the appropriate box if a member of a group (see
instructions)
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(a) [ ] (b) [X]
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3.
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SEC use only
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4.
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Citizenship or place of organization
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Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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5.
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Sole
voting power
|
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0
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6.
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Shared
voting power
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873,108
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7.
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Sole
dispositive power
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0
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8.
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Shared
dispositive power
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873,108
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9.
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Aggregate amount beneficially owned by each reporting person
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873,108
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10.
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Check if the aggregate amount in Row (9) excludes certain shares
(see instructions) [ ]
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11.
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Percent of class represented by amount in Row (9)
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6.6%
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12.
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Type of reporting person (see instructions)
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PN
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CUSIP No. 522015106
1.
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Names of reporting persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Osmium Capital II, LP
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2.
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Check the appropriate box if a member of a group (see
instructions)
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(a) [ ] (b) [X]
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3.
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SEC use only
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4.
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Citizenship or place of organization
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Delaware
|
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Number of
shares
beneficially
owned by
each
reporting
person
with:
|
5.
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Sole
voting power
|
|
|
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0
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6.
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Shared
voting power
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412,477
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7.
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Sole
dispositive power
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0
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8.
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Shared
dispositive power
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412,477
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9.
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Aggregate amount beneficially owned by each reporting person
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412,477
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10.
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Check if the aggregate amount in Row (9) excludes certain shares
(see instructions) [ ]
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11.
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Percent of class represented by amount in Row (9)
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3.1%
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12.
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Type of reporting person (see instructions)
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PN
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CUSIP No. 522015106
1.
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Names of reporting persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Osmium Spartan, LP
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2.
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Check the appropriate box if a member of a group (see
instructions)
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(a) [ ] (b) [X]
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3.
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SEC use only
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4.
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Citizenship or place of organization
|
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|
|
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
5.
|
Sole
voting power
|
|
|
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0
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6.
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Shared
voting power
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277,783
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7.
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Sole
dispositive power
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0
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8.
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Shared
dispositive power
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277,783
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9.
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Aggregate amount beneficially owned by each reporting person
|
|
|
|
|
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277,783
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10.
|
Check if the aggregate amount in Row (9) excludes certain shares
(see instructions) [ ]
|
|
|
|
|
11.
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Percent of class represented by amount in Row (9)
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2.1%
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12.
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Type of reporting person (see instructions)
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PN
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Item 1.
(a)
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The name of the issuer is Learning Tree International,
Inc. (the Issuer).
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(b)
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The principal executive office of the Issuer is located
at 13650 Dulles Technology Drive, Herndon, VA,
20171.
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Item 2.
(a)
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This statement (this Statement) is being filed by John
H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware
limited liability company (Osmium Partners), which serves as the general
partner of Osmium Capital, LP, a Delaware limited partnership (the Fund)
and Osmium Capital II, LP, a Delaware limited partnership (Fund II) and
Osmium Spartan, LP, a Delaware limited partnership (Fund III) (all of
the foregoing, collectively, the Filers). The Fund, Fund II and Fund III
are private investment vehicles formed for the purpose of investing and
trading in a wide variety of securities and financial instruments. The
Fund, Fund II, and Fund III directly own the common shares reported in
this Statement. Mr. Lewis and Osmium Partners may be deemed to share with
the Fund, Fund II and Fund III (and not with any third party) voting and
dispositive power with respect to such shares. Each Filer disclaims
beneficial ownership with respect to any shares other than the shares
owned directly by such Filer.
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(b)
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The Principal Business Office of the Filers is 300 Drakes
Landing Road, Suite 172, Greenbrae, CA 94904.
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(c)
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For citizenship information see Item 4 of the cover sheet
of each Filer.
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(d)
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This Statement relates to the Common Stock of the
Issuer.
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(e)
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The CUSIP Number of the Common Stock of the Issuer is
522015106.
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Item 3.
Not applicable.
Item 4.
Ownership.
See Items 5-9 and 11 on the cover page for each Filer, and Item
2. The percentage ownership of each Filer is based on 13,224,349 shares of
Common Stock outstanding as of February 1, 2017, as reported on the Issuers
Quarterly Report on Form 10-Q for the quarterly period ended December 30, 2016
as filed with the SEC on February 9, 2017.
Item 5.
Ownership of Five Percent or Less of a Class
Not applicable.
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.
Not applicable.
Item 8.
Identification and Classification of Members
of the Group
Not applicable.
Item 9.
Notice of Dissolution of Group
Not applicable.
Item 10.Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: February 14, 2017
John H. Lewis
Osmium Partners, LLC
Osmium Capital, LP
Osmium Capital II, LP
Osmium
Spartan, LP
By:
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/s/ John H. Lewis
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John H. Lewis, for himself and as
Managing Member
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of Osmium Partners, LLC, for itself
and as General
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Partner of Osmium Capital, LP,
Osmium Capital II
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LP and Osmium Spartan, LP
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EXHIBIT INDEX
Exhibit
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No.
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Document
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1
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Joint Filing Agreement*
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* Previously filed
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