Page 7 of 11 – SEC Filing
Item 4. | Purpose of Transaction. |
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of
the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes
to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing
additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with
respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 39,045,215 Shares outstanding, which is the total number of Shares
outstanding as of July 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on August 3, 2017.
A. | Series One |
(a) | As of the close of business on August 22, 2017, Series One beneficially owned 2,288,357 Shares. |
Percentage: Approximately
5.9%
(b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,288,357 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,288,357 |
(c) | The transactions in the Shares by Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
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