Page 8 of 10 – SEC Filing
Item 4. Purpose of Transaction
The Reporting Persons acquired their beneficial ownership of the Shares in order to obtain a significant equity position in the Issuer. Consistent with their investment purpose, the Reporting Persons have had or may in the future have discussions with management, members of the board of directors and other shareholders and may make suggestions and give advice to the Issuer regarding measures and changes that would maximize shareholder value. Such discussions and advice may concern the Issuers operations, capital structure, strategic and extraordinary transactions, management and governance and other matters that the Reporting Persons deem relevant to their investment in the Issuer.
The Reporting Persons may at any time acquire additional Shares (or other securities) of the Issuer or dispose of any or all of their Shares or other securities in the open market or otherwise or engage in any hedging or similar transactions with respect to such Shares (or other securities), depending upon their ongoing evaluation of their investment in such Shares (or other securities), prevailing market conditions, other investment opportunities and/or other investment considerations.
Except as otherwise set forth above in this Item 4, none of the Reporting Persons have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of Issuer.
(a), (b): The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference. As of the close of business on October 24, 2016, Master Fund I beneficially owned an aggregate of 659,643 Shares, representing approximately 2.0% of the outstanding Shares, Master Fund VI beneficially owned an aggregate of 840,177 Shares, representing approximately 2.6% of the outstanding Shares, and Master Fund XII beneficially owned an aggregate of 262,674 Shares, representing approximately 0.8% of the outstanding Shares. As of the close of business on October 24, 2016, each of the Manager and Mr. Moller may be deemed to beneficially own 1,762,494 Shares of Common Stock, in the aggregate, which represented approximately 5.4% of the outstanding Shares. All percentages set forth in this paragraph are based on 32,481,313 Shares of Common Stock outstanding (as of August 8, 2016), which number of Shares of Common Stock is based upon the number of shares of Common Stock reported in the Issuers Report on Form 10-Q filed on August 10, 2016 for the quarter ended June 30, 2016.
Each of the Funds is the direct owner of the Shares reported owned by it. For purposes of disclosing the number of Shares beneficially owned by each of the Reporting Persons, the Manager, as investment manager of the Funds, and Mr. Moller, as managing member of the Manager, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all Shares that are owned beneficially and directly by the Funds. Each of the Manager and Mr. Moller disclaims beneficial ownership of such Shares for all other purposes.
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Item 4. Purpose of Transaction
The Reporting Persons acquired their beneficial ownership of the Shares in order to obtain a significant equity position in the Issuer. Consistent with their investment purpose, the Reporting Persons have had or may in the future have discussions with management, members of the board of directors and other shareholders and may make suggestions and give advice to the Issuer regarding measures and changes that would maximize shareholder value. Such discussions and advice may concern the Issuers operations, capital structure, strategic and extraordinary transactions, management and governance and other matters that the Reporting Persons deem relevant to their investment in the Issuer.
The Reporting Persons may at any time acquire additional Shares (or other securities) of the Issuer or dispose of any or all of their Shares or other securities in the open market or otherwise or engage in any hedging or similar transactions with respect to such Shares (or other securities), depending upon their ongoing evaluation of their investment in such Shares (or other securities), prevailing market conditions, other investment opportunities and/or other investment considerations.
Except as otherwise set forth above in this Item 4, none of the Reporting Persons have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of Issuer.
(a), (b): The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference. As of the close of business on October 24, 2016, Master Fund I beneficially owned an aggregate of 659,643 Shares, representing approximately 2.0% of the outstanding Shares, Master Fund VI beneficially owned an aggregate of 840,177 Shares, representing approximately 2.6% of the outstanding Shares, and Master Fund XII beneficially owned an aggregate of 262,674 Shares, representing approximately 0.8% of the outstanding Shares. As of the close of business on October 24, 2016, each of the Manager and Mr. Moller may be deemed to beneficially own 1,762,494 Shares of Common Stock, in the aggregate, which represented approximately 5.4% of the outstanding Shares. All percentages set forth in this paragraph are based on 32,481,313 Shares of Common Stock outstanding (as of August 8, 2016), which number of Shares of Common Stock is based upon the number of shares of Common Stock reported in the Issuers Report on Form 10-Q filed on August 10, 2016 for the quarter ended June 30, 2016.
Each of the Funds is the direct owner of the Shares reported owned by it. For purposes of disclosing the number of Shares beneficially owned by each of the Reporting Persons, the Manager, as investment manager of the Funds, and Mr. Moller, as managing member of the Manager, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all Shares that are owned beneficially and directly by the Funds. Each of the Manager and Mr. Moller disclaims beneficial ownership of such Shares for all other purposes.
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