Page 8 of 10 – SEC Filing
As of the close of business on the date hereof, each of Raging Capital and William C. Martin may be deemed to beneficially own the 14,731,351 Shares, constituting approximately 29.7% of the Shares outstanding, held by Raging Master by virtue of their relationships with Raging Master discussed in further detail in Item 2.
As of the close of business on the date hereof, Kenneth H. Traub may be deemed to beneficially own 18,750 Shares underlying stock options that are exercisable within 60 days of the date hereof, constituting less than 1% of the Shares outstanding.
As of the close of business on the date hereof, Matthew S. Furnas did not beneficially own any Shares of the Issuer.
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. Without limiting the foregoing sentence, Raging Master specifically disclaims beneficial ownership of the securities of the Issuer held by it by virtue of its inability to vote or dispose of such securities as a result of the IMA.
(b) Raging Capital and William C. Martin may be deemed to share the power to vote and dispose of the Shares held by Raging Master. Kenneth H. Traub may be deemed to have the sole power to vote and dispose of the Shares he may be deemed to beneficially own.
(c) Except for the transaction disclosed in Item 6 below, the Reporting Persons have not entered into any transactions in the securities of the Issuer during the past 60 days.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On March 27, 2017, the Issuer awarded Matthew S. Furnas an option to purchase 75,000 Shares at an exercise price of $0.96 per Share in his capacity as a director of the Issuer. The option vests in equal annual installments over a period of four years, with 25% of the original number of Shares subject to such option to vest on each yearly anniversary of the grant date, subject to Mr. Furnas’ continuing service through each applicable vesting date.
On March 30, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. A copy of this agreement is attached as an exhibit hereto and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| | 99.1 | Joint Filing Agreement by and among Raging Capital Management, LLC, William C. Martin, Kenneth H. Traub and Matthew S. Furnas, dated March 30, 2017. |
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