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Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
JCP Investment Partnership | 673,773 | 673,773 | 673,773 | 7.3% | ||
JCP Investment Partners | 673,773 | 673,773 | 673,773 | 7.3% | ||
JCP Investment Holdings | 673,773 | 673,773 | 673,773 | 7.3% | ||
JCP Investment Management | 673,773 | 673,773 | 673,773 | 7.3% | ||
James C. Pappas | 673,773 | 673,773 | 673,773 | 7.3% |
Page 1 of 12 – SEC Filing
(Name, Address and Telephone Number of Person
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Page 2 of 12 – SEC Filing
1 | NAME OF REPORTING PERSON JCP Investment Partnership, 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 TEXAS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 673,773 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 673,773 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 673,773 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 3 of 12 – SEC Filing
1 | NAME OF REPORTING PERSON JCP Investment Partners, LP | ||
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 TEXAS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 673,773 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 673,773 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 673,773 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 4 of 12 – SEC Filing
1 | NAME OF REPORTING PERSON JCP Investment Holdings, 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 TEXAS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 673,773 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 673,773 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 673,773 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 5 of 12 – SEC Filing
1 | NAME OF REPORTING PERSON JCP Investment Management, 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 TEXAS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 673,773 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 673,773 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 673,773 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 6 of 12 – SEC Filing
1 | NAME OF REPORTING PERSON James C. Pappas | ||
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 673,773 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 673,773 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 673,773 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 7 of 12 – SEC Filing
Item 1. | Security and Issuer. |
Item 2. | Identity and Background. |
| (i) | JCP Investment Partnership, LP, a Texas limited partnership (“JCP Partnership”); |
| (ii) | JCP Investment Partners, LP, a Texas limited partnership (“JCP Partners”), which serves as the general partner of JCP Partnership; |
| (iii) | JCP Investment Holdings, LLC, a Texas limited liability company (“JCP Holdings”), which serves as the general partner of JCP Partners; |
| (iv) | JCP Investment Management, LLC, a Texas limited liability company (“JCP Management”), which serves as the investment manager of JCP Partnership; and |
| (v) | James C. Pappas, who serves as the managing member of JCP Management and sole member of JCP Holdings. |
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Page 8 of 12 – SEC Filing
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 March 23, 2017, JCP Partnership beneficially owned 673,773 Shares. |
| (b) | 1. Sole power to vote or direct vote: 673,773 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 673,773 |
| 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 Partners |
| (a) | JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 673,773 Shares owned by JCP Partnership. |
| (b) | 1. Sole power to vote or direct vote: 673,773 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 673,773 |
| 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 JCP Partnership during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
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Page 9 of 12 – SEC Filing
C. | JCP Holdings |
| (a) | JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 673,773 Shares owned by JCP Partnership. |
| (b) | 1. Sole power to vote or direct vote: 673,773 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 673,773 |
| 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 JCP Partnership during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
D. | JCP Management |
| (a) | JCP Management, as the investment manager of JCP Partnership, may be deemed the beneficial owner of the 673,773 Shares owned by JCP Partnership. |
| (b) | 1. Sole power to vote or direct vote: 673,773 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 673,773 |
| 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 JCP Partnership during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
E. | 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 673,773 Shares owned by JCP Partnership. |
| (b) | 1. Sole power to vote or direct vote: 673,773 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 673,773 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Pappas and on behalf of JCP Partnership during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
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Page 10 of 12 – SEC Filing
| (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, dated March 23, 2017. |
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Page 11 of 12 – SEC Filing
JCP Investment 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 |
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Page 12 of 12 – SEC Filing
Shares of Common Stock Purchased | Price Per Share($) | Date of Purchase |
474,570 | 7.2500 | 03/13/2017 |
7,839 | 7.2994 | 03/15/2017 |
24,800 | 7.7922 | 03/20/2017 |
10,721 | 7.8000 | 03/21/2017 |
11,867 | 7.8948 | 03/22/2017 |
27,250 | 7.8719 | 03/23/2017 |
1,801* | 0.0000 | 02/23/2017 |