Page 15 of 16 SEC Filing
CUSIP No. 68210P107 | 13D/A | Page 15 of 16 |
WCI is the sole investment
manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under
Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment
manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore
beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to
beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of
the shares of Common Stock that WCI may be deemed to beneficially own.
The Plan is an employee
profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Plan and accordingly, Messrs. Obus and Landes
may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares
of Common Stock that the Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees
of the Plan, shares with the other the power to direct the voting and disposition of the shares of Common Stock beneficially owned
by the Plan.
Beneficial ownership
of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield
Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1)
promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section
13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive
power over) in the aggregate 1,490,494 shares of Common Stock, constituting approximately 6.7% of the outstanding shares of Common
Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based
upon 22,246,157 shares outstanding as of October 30, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2015, filed with the Commission on November 4, 2015.
The filing of this
Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein
with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose
of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest.
Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
The Wynnefield Reporting
Persons have not acquired or sold shares of Common Stock during the last 60 days.
(d) and (e). Not Applicable.