Page 6 of 7 – SEC Filing
The following constitutes
Amendment No. 17 to the Schedule 13D filed by the undersigned (“Amendment No. 17”). This Amendment No. 17 amends the
Schedule 13D as specifically set forth herein.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) – (c) 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 6,801,961 Shares outstanding, which is
the total number of Shares outstanding as of March 8, 2017 as reported in the Issuer’s Form 10-K filed with the Securities
and Exchange Commission on March 9, 2017.
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 2,136,864 Shares,
constituting approximately 31.4% 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 59,934 Shares (consisting of 5,182 Shares he purchased
in the open market, 28,649 Shares of currently vested restricted stock, 20,756 Shares underlying currently exercisable options,
and 5,347 Shares underlying options that become exercisable within 60 days), constituting less than 1% of the Shares outstanding.
As of the close of
business on the date hereof, Brian J. Bellinger may be deemed to beneficially own 14,083 Shares (consisting of 3,389 Shares underlying
currently exercisable options and 10,694 Shares underlying options that become exercisable within 60 days), constituting less than
1% of the Shares outstanding.
All restricted stock
and options reported in this Item 5 were awarded to each of Mr. Traub and Mr. Bellinger in his capacity as a director 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 59,934 Shares that may deemed to be beneficially owned by him.
Brian J. Bellinger
may be deemed to have the sole power to vote and dispose of 14,083 Shares that may deemed to be beneficially owned by him.
(c) The
Reporting Persons have not entered into any transactions in the Shares during the past 60 days.
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