1
|
NAME OF REPORTING PERSON
VIEX Opportunities Fund, LP - Series One*
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,226,332
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,226,332
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,226,332
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
VIEX Special Opportunities Fund II, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
VIEX Special Opportunities Fund III, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,038,309
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,038,309
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,038,309
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
VIEX GP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,226,332
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,226,332
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,226,332
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
VIEX Special Opportunities GP II, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
VIEX Special Opportunities GP III, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,038,309
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,038,309
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,038,309
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
VIEX Capital Advisors, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
2,264,641
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,264,641
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,264,641
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
Eric Singer
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
2,264,641
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,264,641
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,264,641
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership, with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
VIEX Special Opportunities Fund II, LP (“VSO II”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
VIEX Special Opportunities III, LP (“VSO III”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company, as the general partner of Series One;
|
|
(v)
|
VIEX Special Opportunities GP II, LLC (“VSO GP II”), a Delaware limited liability company, as the general partner of VSO II;
|
|
(vi)
|
VIEX Special Opportunities GP III, LLC (“VSO GP III”), a Delaware limited liability company, as the general partner of VSO III;
|
|
(vii)
|
VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company, as the investment manager of each of Series One, VSO II and VSO III; and
|
|
(viii)
|
Eric Singer, as managing member of each of VIEX GP, VSO GP II, VSO GP III, and VIEX Capital.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Series One
|
|
(a)
|
As of 12:00 pm eastern time on December 2, 2016, Series One may be deemed to beneficially own 1,226,332 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,226,332
|
|
(c)
|
The transactions in the Shares by Series One in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
VSO II
|
|
(a)
|
As of 12:00 pm eastern time on December 2, 2016, VSO II did not beneficially own any Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
(c)
|
VSO II has not entered into any transactions in the Shares in the past 60 days.
|
C.
|
VSO III
|
|
(a)
|
As of 12:00 pm eastern time on December 2, 2016, VSO III beneficially owned 1,038,309 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,038,309
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,038,309
|
|
(c)
|
The transactions in the Shares by VSO III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
VIEX GP
|
|
(a)
|
VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,226,332 Shares that may be deemed to be beneficially owned by Series One.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,226,332
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,226,332
|
|
(c)
|
VIEX GP has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Series One in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
VSO GP II
|
|
(a)
|
VSO GP II does not beneficially own any Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
(c)
|
VSO GP II has not entered into any transactions in the Shares in the past 60 days.
|
F.
|
VSO GP III
|
|
(a)
|
VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 1,038,309 shares owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,038,309
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,038,309
|
|
(c)
|
VSO GP III has not entered into any transactions in the Shares during the past 60 days. The transactions in certain securities on behalf of VSO III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
VIEX Capital
|
|
(a)
|
VIEX Capital, as the investment manager of Series One and VSO III, may be deemed the beneficial owner of the (i) 1,226,332 Shares that may be deemed to be beneficially owned by Series One and (ii) 1,038,309 Shares that may be deemed to be beneficially owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,264,641
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,264,641
|
|
(c)
|
VIEX Capital has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Series One and VSO III in the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
H.
|
Eric Singer
|
|
(a)
|
Mr. Singer, as the managing member of VIEX GP, VSO GP III and VIEX Capital, may be deemed the beneficial owner of the (i) 1,226,332 Shares that may be deemed to be beneficially owned by Series One and (ii) 1,038,309 Shares that may be deemed to be beneficially owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,264,641
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Singer has not entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Series One and VSO III in 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
|
Joint Filing Agreement by and among VIEX Opportunities Fund, LP – Series One, VIEX Special Opportunities Fund II, LP, VIEX Special Opportunities III, LP, VIEX GP, LLC, VIEX Special Opportunities GP II, LLC, VIEX Special Opportunities GP III, LLC, VIEX Capital Advisors, LLC and Eric Singer dated December 2, 2016.
|
|
99.2
|
Agreement dated March 11, 2016 by and among Maxwell Technologies, Inc., VIEX Capital Advisors, LLC and the other parties signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by Maxwell Technologies, Inc., on March 14, 2016).
|
VIEX Opportunities Fund, LP – Series One
|
|||
By:
|
VIEX GP, LLC
General Partner
|
||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
VIEX GP, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
VIEX Special Opportunities Fund II, LP
|
||||
By:
|
VIEX Special Opportunities GP II, LLC
General Partner
|
|||
By:
|
/s/ Eric Singer
|
|||
Name:
|
Eric Singer
|
|||
Title:
|
Managing Member
|
VIEX Special Opportunities GP II, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
VIEX Special Opportunities Fund III, LP
|
|||
By:
|
VIEX Special Opportunities GP III, LLC
General Partner
|
||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
VIEX Special Opportunities GP III, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
VIEX Capital Advisors, LLC
|
|||
By:
|
/s/ Eric Singer
|
||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
/s/ Eric Singer
|
|
Eric Singer
|
Nature of Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Purchase of Common Stock
|
26,809
|
4.8490
|
10/28/2016
|
Purchase of Common Stock
|
5,000
|
4.4500
|
11/03/2016
|
Purchase of Common Stock
|
27,961
|
4.4399
|
11/03/2016
|
Purchase of Common Stock
|
40,000
|
4.5514
|
11/04/2016
|
Purchase of Common Stock
|
22,087
|
4.4579
|
11/04/2016
|
Purchase of Common Stock
|
15,000
|
4.6000
|
11/07/2016
|
Purchase of Common Stock
|
143,185
|
4.5245
|
11/08/2016
|
Sale of Common Stock
|
(700)
|
4.5400
|
11/08/2016
|
Purchase of Common Stock
|
173,080
|
4.8500
|
11/17/2016
|
Purchase of Common Stock
|
164,697
|
4.9169
|
11/22/2016
|
Sale of Common Stock
|
(5,000)
|
5.4000
|
10/05/2016
|
Sale of Common Stock
|
(20,000)
|
5.5341
|
10/06/2016
|
Purchase of Common Stock
|
50,000
|
4.8500
|
11/17/2016
|
Purchase of Common Stock
|
85,303
|
4.9169
|
11/22/2016
|
Purchase of Common Stock
|
81,455
|
5.0512
|
11/23/2016
|
Purchase of Common Stock
|
14,300
|
5.1937
|
11/25/2016
|
Purchase of Common Stock
|
115,000
|
5.0500
|
11/28/2016
|
Purchase of Common Stock
|
98,279
|
4.9923
|
11/29/2016
|
Purchase of Common Stock
|
102,682
|
4.9760
|
11/30/2016
|