Page 8 of 10 – SEC Filing
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 6,957,628 Shares outstanding as of March 7, 2017, according to the Issuer’s Definitive Proxy Statement filed with the Commission on March 22, 2017.
As of the close of business on the date hereof, Atlas Fund directly owned 249,675 Shares, constituting approximately 3.6% of the Shares outstanding, Atlas Fund II directly owned 35,000 Shares, constituting less than 1% of the Shares outstanding, and Mr. Walsh directly owned 39,000 Shares and 13,575 restricted Shares, constituting less than 1% of the Shares outstanding.
Mr. Walsh, by virtue of his relationship to Atlas Fund and Atlas Fund II and his direct beneficial ownership of 39,000 Shares and 13,575 restricted Shares, may be deemed to beneficially own, in the aggregate, 337,250 Shares, constituting approximately 4.8% of the Shares outstanding.
PW Capital Management, by virtue of its relationship to Atlas Fund and Atlas Fund II, may be deemed to indirectly beneficially own the 284,675 Shares that Atlas Fund and Atlas Fund II directly beneficially own in the aggregate.
Atlas Fund GP, by virtue of its relationship to Atlas Fund and Atlas Fund II, may be deemed to indirectly beneficially own the 284,675 Shares that Atlas Fund and Atlas Fund II directly beneficially own in the aggregate.
Neither PW Capital Management nor Atlas Fund GP directly owns, of record or beneficially, any Shares.
(b) Mr. Walsh has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, 39,000 Shares and 8,145 restricted Shares. Mr. Walsh also has the sole power to vote, or to direct the vote of, an additional 5,430 restricted Shares.
Each of Atlas Fund, Atlas Fund GP, PW Capital Management and Mr. Walsh has the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 249,675 Shares.
Each of Atlas Fund II, Atlas Fund GP, PW Capital Management and Mr. Walsh has the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 35,000 Shares.
(c) The transactions in the securities of the Issuer by the Reporting Persons during the past sixty days are set forth on Schedule A attached hereto and are incorporated by reference herein.
(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) As of March 13, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
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