1
|
NAME OF REPORTING PERSON
JCP Investment Partnership, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
426,657
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
426,657
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
426,657
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.58%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
JCP Single-Asset Partnership, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
31,624
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
31,624
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,624
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
JCP Investment Partners, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
458,281
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
458,281
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,281
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.70%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
JCP Investment Holdings, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
458,281
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
458,281
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,281
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.70%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
JCP Investment Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
458,281
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
458,281
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,281
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.70%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
James C. Pappas
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
458,281
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
458,281
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,281
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.70%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
BLR Partners LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
565,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
565,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.10%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BLRPart, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
565,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
565,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.10%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BLRGP Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
565,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
565,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.10%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Fondren Management, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
565,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
565,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.10%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
FMLP Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
565,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
565,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.10%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Bradley L. Radoff
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
565,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
565,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.10%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Bandera Master Fund L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
73,940
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
73,940
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,940
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Bandera Partners LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
73,940
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
73,940
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,940
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Gregory Bylinsky
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
73,940
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
73,940
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,940
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Jefferson Gramm
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
73,940
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
73,940
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,940
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Lake Trail Managed Investments LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
550,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
550,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Lake Trail Capital LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
550,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
550,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Lake Trail Capital GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
550,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
550,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Thomas W. Purcell, Jr.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
550,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
550,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Joshua E. Schechter
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
16,200
|
|
8
|
SHARED VOTING POWER
1,700
|
||
9
|
SOLE DISPOSITIVE POWER
16,200
|
||
10
|
SHARED DISPOSITIVE POWER
1,700
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,900*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
JCP Investment Partnership, LP, a Texas limited partnership (“JCP Partnership”);
|
|
(ii)
|
JCP Single-Asset Partnership, LP, a Texas limited partnership (“JCP Single-Asset”);
|
|
(iii)
|
JCP Investment Partners, LP, a Texas limited partnership (“JCP Partners”), which serves as the general partner of JCP Partnership and JCP Single-Asset;
|
|
(iv)
|
JCP Investment Holdings, LLC, a Texas limited liability company (“JCP Holdings”), which serves as the general partner of JCP Partners;
|
|
(v)
|
JCP Investment Management, LLC, a Texas limited liability company (“JCP Management”), which serves as the investment manager of JCP Partnership and JCP Single-Asset;
|
|
(vi)
|
James C. Pappas, who serves as the managing member of JCP Management and sole member of JCP Holdings;
|
|
(vii)
|
BLR Partners LP, a Texas limited partnership (“BLR Partners”);
|
|
(viii)
|
BLRPart, LP, a Texas limited partnership (“BLRPart GP”), which serves as the general partner of BLR Partners;
|
|
(ix)
|
BLRGP Inc., a Texas S corporation (“BLRGP”), which serves as the general partner of BLRPart GP;
|
|
(x)
|
Fondren Management, LP, a Texas limited partnership (“Fondren Management”), which serves as the investment manager of BLR Partners;
|
|
(xi)
|
FMLP Inc., a Texas S corporation (“FMLP”), which serves as the general partner of Fondren Management;
|
|
(xii)
|
Bradley L. Radoff, who serves as the sole shareholder and sole director of each of BLRGP and FMLP;
|
|
(xiii)
|
Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera Master Fund”);
|
|
(xiv)
|
Bandera Partners LLC, a Delaware limited liability company (“Bandera Partners”), which serves as the investment manager of Bandera Master Fund;
|
|
(xv)
|
Gregory Bylinsky, who serves as a Managing Partner, Managing Director and Portfolio Manager of Bandera Partners;
|
|
(xvi)
|
Jefferson Gramm, who serves as a Managing Partner, Managing Director and Portfolio Manager of Bandera Partners;
|
|
(xvii)
|
Lake Trail Managed Investments LLC, a Delaware limited liability company (“Lake Trail Fund”);
|
|
(xviii)
|
Lake Trail Capital LP, a Delaware limited partnership (“Lake Trail Capital”), which serves as the Manager and Investment Manager of Lake Trail Fund;
|
|
(xix)
|
Lake Trail Capital GP LLC, a Delaware limited liability company (“Lake Trail GP”), which serves as the general partner of Lake Trail Capital;
|
|
(xx)
|
Thomas W. Purcell, Jr., who serves as the sole member of Lake Trail GP; and
|
|
(xxi)
|
Joshua E. Schechter.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
JCP Partnership
|
|
(a)
|
As of the close of business on September 16, 2016, JCP Partnership beneficially owned 426,657 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 426,657
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 426,657
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by JCP Partnership during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
JCP Single-Asset
|
|
(a)
|
As of the close of business on September 16, 2016, JCP Single-Asset beneficially owned 31,624 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 31,624
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 31,624
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
JCP Partners
|
|
(a)
|
JCP Partners, as the general partner of each of JCP Partnership and JCP Single-Asset, may be deemed the beneficial owner of the (i) 426,657 Shares owned by JCP Partnership and (ii) 31,624 Shares owned by JCP Single-Asset.
|
|
(b)
|
1. Sole power to vote or direct vote: 458,281
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 458,281
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Partners has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of JCP Partnership and JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
JCP Holdings
|
|
(a)
|
JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the (i) 426,657 Shares owned by JCP Partnership and (ii) 31,624 Shares owned by JCP Single-Asset.
|
|
(b)
|
1. Sole power to vote or direct vote: 458,281
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 458,281
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of JCP Partnership and JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
JCP Management
|
|
(a)
|
JCP Management, as the investment manager of each of JCP Partnership and JCP Single-Asset, may be deemed the beneficial owner of the (i) 426,657 Shares owned by JCP Partnership and (ii) 31,624 Shares owned by JCP Single-Asset.
|
|
(b)
|
1. Sole power to vote or direct vote: 458,281
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 458,281
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of JCP Partnership and JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Mr. Pappas
|
|
(a)
|
Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 426,657 Shares owned by JCP Partnership and (ii) 31,624 Shares owned by JCP Single-Asset.
|
|
(b)
|
1. Sole power to vote or direct vote: 458,281
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 458,281
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Pappas has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of JCP Partnership and JCP Single-Asset during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
BLR Partners
|
|
(a)
|
As of the close of business on September 16, 2016, BLR Partners beneficially owned 565,000 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 565,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 565,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
H.
|
BLRPart GP
|
|
(a)
|
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 565,000 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 565,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 565,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRPart GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
I.
|
BLRGP
|
|
(a)
|
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 565,000 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 565,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 565,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRGP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
J.
|
Fondren Management
|
|
(a)
|
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 565,000 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 565,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 565,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Fondren Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
K.
|
FMLP
|
|
(a)
|
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 565,000 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 565,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 565,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
FMLP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
L.
|
Mr. Radoff
|
|
(a)
|
Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 565,000 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 565,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 565,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Radoff has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
M.
|
Bandera Master Fund
|
|
(a)
|
As of the close of business on September 16, 2016, Bandera Master Fund beneficially owned 73,940 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 73,940
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 73,940
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Bandera Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
N.
|
Bandera Partners
|
|
(a)
|
Bandera Partners, as the investment manager of Bandera Master Fund, may be deemed the beneficial owner of the 73,940 Shares owned by Bandera Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 73,940
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 73,940
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Bandera Partners has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Bandera Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
O.
|
Messrs. Bylinsky and Gramm
|
|
(a)
|
Each of Messrs. Bylinsky and Gramm, as the Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners, may be deemed the beneficial owner of the 73,940 Shares owned by Bandera Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 73,940
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 73,940
|
|
(c)
|
Neither of Messrs. Bylinsky or Gramm have entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Bandera Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
P.
|
Lake Trail Fund
|
|
(a)
|
As of the close of business on September 16, 2016, Lake Trail Fund beneficially owned 550,000 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 550,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 550,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Lake Trail Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
Q.
|
Lake Trail Capital
|
|
(a)
|
Lake Trail Capital, as the Manager and Investment Manager of Lake Trail Fund, may be deemed the beneficial owner of the 550,000 Shares owned by Lake Trail Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 550,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 550,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lake Trail Capital has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Lake Trail Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
R.
|
Lake Trail GP
|
|
(a)
|
Lake Trail GP, as the general partner of Lake Trail Capital, may be deemed the beneficial owner of the 550,000 Shares owned by Lake Trail Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 550,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 550,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lake Trail GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Lake Trail Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
S.
|
Mr. Purcell
|
|
(a)
|
Mr. Purcell, as the sole member of Lake Trail GP, may be deemed the beneficial owner of the 550,000 Shares owned by Lake Trail Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 550,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 550,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Purcell has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Lake Trail Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
T.
|
Mr. Schechter:
|
|
(a)
|
As of the close of business on September 16, 2016, Mr. Schechter beneficially owned 17,900 Shares, including 1,700 Shares directly owned by his spouse.
|
|
(b)
|
1. Sole power to vote or direct vote: 16,200
|
|
2. Shared power to vote or direct vote: 1,700
|
|
3. Sole power to dispose or direct the disposition: 16,200
|
|
4. Shared power to dispose or direct the disposition: 1,700
|
|
(c)
|
The transactions in the Shares by Mr. Schechter during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
(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.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Group Agreement, dated August 30, 2016.
|
JCP Investment Partnership, LP
|
|||
By:
|
JCP Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Managing Member
|
JCP Single-Asset Partnership, LP
|
|||
By:
|
JCP Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Managing Member
|
JCP Investment Partners, LP
|
|||
By:
|
JCP Investment Holdings, LLC
General Partner
|
||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Sole Member
|
JCP Investment Holdings, LLC
|
|||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Sole Member
|
JCP Investment Management, LLC
|
|||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Managing Member
|
/s/ James C. Pappas
|
|
James C. Pappas
|
BLR Partners LP
|
|||
By:
|
BLRPart, LP
General Partner
|
||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRPart, LP
|
|||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRGP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
Fondren Management, LP
|
||||
By:
|
FMLP Inc.
General Partner
|
|||
By:
|
/s/ Bradley L. Radoff
|
|||
Name:
|
Bradley L. Radoff
|
|||
Title:
|
Sole Director
|
FMLP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
/s/ Bradley L. Radoff
|
|
Bradley L. Radoff
|
Bandera Master Fund L.P.
|
|||
By:
|
Bandera Partners LLC
its Investment Manager
|
||
By:
|
/s/ Jefferson Gramm
|
||
Name:
|
Jefferson Gramm
|
||
Title:
|
Managing Director
|
Bandera Partners LLC
|
|||
By:
|
/s/ Jefferson Gramm
|
||
Name:
|
Jefferson Gramm
|
||
Title:
|
Managing Director
|
/s/ Gregory Bylinsky
|
|
Gregory Bylinsky
|
/s/ Jefferson Gramm
|
|
Jefferson Gramm
|
Lake Trail Managed Investments LLC
|
|||
By:
|
Lake Trail Capital LP
Manager and Investment Manager
|
||
By:
|
Lake Trail Capital GP LLC
General Partner
|
||
By:
|
/s/ Thomas W. Purcell, Jr.
|
||
Name:
|
Thomas W. Purcell, Jr.
|
||
Title:
|
Sole Member
|
Lake Trail Capital LP
|
|||
By:
|
Lake Trail Capital GP LLC
General Partner
|
||
By:
|
/s/ Thomas W. Purcell, Jr.
|
||
Name:
|
Thomas W. Purcell, Jr.
|
||
Title:
|
Sole Member
|
Lake Trail Capital GP LLC
|
|||
By:
|
/s/ Thomas W. Purcell, Jr.
|
||
Name:
|
Thomas W. Purcell, Jr.
|
||
Title:
|
Sole Member
|
/s/ Thomas W. Purcell, Jr.
|
|
Thomas W. Purcell, Jr.
|
/s/ Joshua E. Schechter
|
|
Joshua E. Schechter
|
Nature of Transaction
|
Securities
Purchased/(Sold)
|
Price per Share ($)
|
Date of
Purchase / Sale
|
Purchase of Common Stock
|
10,000
|
24.5515
|
07/13/2016
|
Purchase of Common Stock
|
1,000
|
24.4804
|
07/19/2016
|
Purchase of Common Stock
|
10,000
|
24.8682
|
07/22/2016
|
Purchase of Common Stock
|
1,000
|
23.0456
|
07/26/2016
|
Purchase of Common Stock
|
3,000
|
23.1883
|
07/28/2016
|
Purchase of Common Stock
|
20,000
|
22.5601
|
08/01/2016
|
Purchase of Common Stock
|
27,800
|
21.9776
|
08/02/2016
|
Purchase of Common Stock
|
67,808
|
20.6708
|
08/04/2016
|
Purchase of Common Stock
|
700
|
22.4900
|
08/08/2016
|
Purchase of Common Stock
|
5,000
|
22.4300
|
08/10/2016
|
Purchase of Common Stock
|
12,500
|
22.5443
|
08/11/2016
|
Purchase of Common Stock
|
1,109
|
22.5074
|
08/11/2016
|
Purchase of Common Stock
|
12,500
|
22.4917
|
08/11/2016
|
Purchase of Common Stock
|
11,300
|
22.4246
|
08/12/2016
|
Purchase of Common Stock
|
2,325
|
22.9900
|
08/15/2016
|
Purchase of Common Stock
|
50,000
|
22.9622
|
08/25/2016
|
Purchase of Common Stock
|
22,215
|
23.9460
|
08/26/2016
|
Purchase of Common Stock
|
5,300
|
25.0900
|
08/31/2016
|
Purchase of Common Stock
|
12,500
|
25.3687
|
09/02/2016
|
Purchase of Common Stock
|
20,000
|
25.1755
|
09/06/2016
|
Purchase of Common Stock
|
5,000
|
25.1500
|
09/07/2016
|
Purchase of Common Stock
|
20,000
|
25.3548
|
09/09/2016
|
Purchase of Common Stock
|
5,000
|
24.9326
|
09/12/2016
|
Purchase of Common Stock
|
25,000
|
24.6900
|
09/13/2016
|
Sale of Call Options
|
(52,400)(1)
|
25.0000
|
07/27/2016
|
Purchase of Call Options#
|
5,900(1)
|
25.0000
|
07/28/2016
|
Purchase of Call Options#
|
46,500(1)
|
25.0000
|
08/08/2016
|
Purchase of Common Stock
|
25,000
|
24.9322
|
09/15/2016
|
Purchase of Common Stock
|
6,624
|
24.9922
|
09/16/2016
|
Sale of Common Stock
|
(10,000)
|
24.5512
|
07/14/2016
|
Sale of Common Stock
|
(10,000)
|
24.7774
|
07/21/2016
|
Sale of Common Stock
|
(25,000)
|
24.9593
|
07/22/2016
|
Sale of Common Stock
|
(10,000)
|
23.0363
|
07/26/2016
|
Sale of Common Stock
|
(10,000)
|
22.9631
|
07/26/2016
|
Sale of Common Stock
|
(20,000)
|
24.8418
|
07/27/2016
|
Purchase of Common Stock
|
15,000
|
22.3229
|
07/29/2016
|
Purchase of Common Stock
|
20,000
|
22.3672
|
07/29/2016
|
Purchase of Common Stock
|
20,000
|
22.5459
|
08/01/2016
|
Purchase of Common Stock
|
12,211
|
22.0438
|
08/02/2016
|
Purchase of Common Stock
|
82,789
|
21.9249
|
08/03/2016
|
Purchase of Common Stock
|
70,000
|
20.8809
|
08/04/2016
|
Sale of Common Stock
|
(10,000)
|
22.4998
|
08/04/2016
|
Purchase of Common Stock
|
25,000
|
22.3667
|
08/10/2016
|
Purchase of Common Stock
|
20,000
|
22.3810
|
08/10/2016
|
Purchase of Common Stock
|
15,000
|
22.6206
|
08/11/2016
|
Purchase of Common Stock
|
30,000
|
22.5645
|
08/12/2016
|
Purchase of Common Stock
|
10,000
|
23.6554
|
08/19/2016
|
Purchase of Common Stock
|
12,500
|
23.3267
|
08/22/2016
|
Purchase of Common Stock
|
15,000
|
23.2967
|
08/24/2016
|
Purchase of Common Stock
|
35,000
|
22.9655
|
08/25/2016
|
Purchase of Common Stock
|
17,500
|
24.9266
|
08/26/2016
|
Purchase of Common Stock
|
30,000
|
24.2216
|
08/29/2016
|
Purchase of Common Stock
|
15,000
|
25.3907
|
09/02/2016
|
Purchase of Common Stock
|
17,500
|
25.2110
|
09/06/2016
|
Purchase of Common Stock
|
12,500
|
25.2787
|
09/07/2016
|
Purchase of Common Stock
|
10,000
|
25.1720
|
09/12/2016
|
Purchase of Common Stock
|
15,603
|
24.7634
|
09/13/2016
|
Purchase of Common Stock
|
9,397
|
24.6086
|
09/14/2016
|
Purchase of Common Stock
|
15,000
|
24.9200
|
09/15/2016
|
Sale of Put Options
|
(10,000)(2)
|
22.5000
|
08/19/2016
|
Sale of Put Options
|
(20,000)(2)
|
22.5000
|
08/22/2016
|
Purchase of Common Stock
|
23,940
|
20.6385
|
08/04/2016
|
Purchase of Common Stock
|
50,000
|
22.3780
|
08/12/2016
|
Purchase of Common Stock
|
150,000
|
24.4028
|
08/29/2016
|
Purchase of Common Stock
|
100,000
|
25.1597
|
08/30/2016
|
Purchase of Common Stock
|
50,000
|
25.3424
|
09/06/2016
|
Purchase of Common Stock
|
50,000
|
25.8604
|
09/08/2016
|
Purchase of Common Stock
|
50,000
|
25.3562
|
09/09/2016
|
Purchase of Common Stock
|
50,000
|
25.0868
|
09/12/2016
|
Purchase of Common Stock
|
40,000
|
24.7370
|
09/13/2016
|
Purchase of Common Stock
|
10,000
|
24.6751
|
09/14/2016
|
Purchase of Common Stock
|
50,000
|
24.6587
|
09/14/2016
|
Purchase of Common Stock
|
1,000
|
22.9800
|
07/26/2016
|
Sale of Common Stock
|
(1,800)
|
25.0400
|
07/27/2016
|
Purchase of Common Stock
|
700
|
22.2600
|
07/29/2016
|
Purchase of Common Stock
|
300
|
22.2600
|
07/29/2016
|
Purchase of Common Stock
|
500
|
22.2500
|
07/29/2016
|
Purchase of Common Stock
|
700
|
22.4249
|
07/29/2016
|
Purchase of Common Stock*
|
22.3200
|
07/29/2016
|
|
Purchase of Common Stock
|
1,500
|
22.7900
|
08/01/2016
|
Purchase of Common Stock
|
1,000
|
21.9300
|
08/02/2016
|
Purchase of Common Stock
|
1,000
|
21.8000
|
08/03/2016
|
Purchase of Common Stock
|
500
|
20.7800
|
08/04/2016
|
Purchase of Common Stock
|
200
|
20.5300
|
08/04/2016
|
Purchase of Common Stock
|
1,800
|
20.5000
|
08/04/2016
|
Purchase of Common Stock*
|
500
|
20.7400
|
08/04/2016
|
Purchase of Common Stock
|
500
|
22.8300
|
08/25/2016
|
Purchase of Common Stock
|
1,000
|
25.1400
|
09/07/2016
|
Purchase of Common Stock
|
1,500
|
24.4435
|
09/15/2016
|