Page 9 of 14 – SEC Filing
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated as follows:
The Shares purchased by BLR Partners and Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 482,200 Shares held directly by BLR Partners is approximately $4,949,676, including brokerage commissions. The aggregate purchase price of the 22,000 Shares held directly by Radoff Foundation is approximately $218,036, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby supplemented and superseded, as the case may be, as follows:
This Amendment No. 4 is being filed to report dispositions of beneficial ownership of Shares in an amount equal to one percent or more of the Issuer’s outstanding Shares since the previous Schedule 13D amendment. The disclosure in Item 5(c) below regarding transactions in Shares effected during the previous 60 days is incorporated by reference herein. Consistent with their investment purpose, the Reporting Persons may make, or cause, further dispositions of Shares from time to time and may acquire, or cause to be acquired, additional Shares, in each case depending on market conditions and other factors.
The Shares beneficially owned by the Reporting Persons reported herein are held for investment purposes. The Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated as follows:
The aggregate percentage of Shares reported as beneficially owned by each person named herein is based upon 6,254,023 Shares outstanding as of October 15, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.
| A. | BLR Partners |
| (a) | As of the close of business on November 16, 2018, BLR Partners beneficially owned 482,200 Shares. |
Percentage: Approximately 7.7%
| (b) | 1. Sole power to vote or direct vote: 482,200 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 482,200
4. Shared power to dispose or direct the disposition: 0
| (c) | The transactions in the Shares by BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference. |
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