Page 6 of 9 SEC Filing
Item 3. Source and Amount of Funds.
The funds for the purchase of the 479,300 shares of Common Stock beneficially owned by MCM came from the working capital of certain private investment funds that MCM manages. No borrowed funds were used to purchase such shares of Common Stock, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. The net investment cost (including commissions, if any) of the shares of Common Stock beneficially owned by MCM was $3,903,930.
The funds for the purchase of the 358,300 shares of Common Stock beneficially owned by Holdings came from the working capital of certain private investment funds for which it serves as the sole general partner. No borrowed funds were used to purchase such shares of Common Stock, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. The net investment cost (including commissions, if any) of the shares of Common Stock beneficially owned by MCM was $2,935,930.
The funds for the purchase of the 479,300 shares of Common Stock beneficially owned by Mr. Maltese, as a result of Mr. Maltese being the control person of MCM and Holdings, came from the working capital of certain private investment funds for which MCM manages and certain private investment funds for which Holdings serves as the general partner. No borrowed funds were used to purchase such shares of Common Stock, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. The net investment cost (including commissions, if any) of the shares of Common Stock beneficially owned by MCM was $3,903,930.
Item 4. Purpose of Transaction.
The shares of Common Stock held by the Reporting Persons were acquired for, and are being held for, investment purposes. As such, in the ordinary course of their business, the Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the board of directors, other shareholders of the Issuer and other relevant parties concerning the business, operations, management, governance, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the board of directors, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions.
Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the shares of Common Stock, voting for or against and expressing support for or against the proposals of the board of directors of the Issuer or other shareholders of the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of this Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Based upon an aggregate of 7,054,451 shares of Common Stock outstanding, as determined by the Issuer’s most recently available public information, as of the close of business on November 2, 2015:
| (i) | MCM owned directly no shares of Common Stock. By reason of its position as investment advisor for various investment entities, under the provisions of Rule 13d-3 of the Securities and Exchange Commission (“Rule 13d-3”), MCM may be deemed to beneficially own 479,300 shares of Common Stock, constituting approximately 6.79% of the shares of Common Stock outstanding. |
| (ii) | Holdings owned directly no shares of Common Stock. By reason of its position as general partner of various investment entities, under the provisions of Rule 13d-3, Holdings may be deemed to beneficially own 358,300 shares of Common Stock, constituting approximately 5.08% of the shares of Common Stock outstanding. |
| (iii) | Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of Holdings and MCM, Mr. Maltese may be deemed to beneficially own the 479,300 shares of Common Stock constituting approximately 6.79% of the shares of Common Stock outstanding. |
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or direct the disposition. Holdings is a party to a management agreement with MCM pursuant to which MCM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. Mr. Maltese, as Managing Member of Holdings and MCM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the Reporting Persons.
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