Page 8 of 10 – SEC Filing The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read as follows: A total of approximately $49,250 was paid to acquire the securities reported as beneficially owned by the Master Fund. The funds used to purchase these securities were obtained from the general working capital of the Master Fund, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings. Item 5. Interest in Securities of the Issuer.
Item 5(a) 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 5,842,315 Shares outstanding, which is the total number of Shares outstanding as of August 15, 2016 as reported in the Issuer’s Quarterly Report filed on Form 10-Q with the Securities and Exchange Commission on August 15, 2016. As of the close of business on August 26, 2016, the Master Fund owned directly 20,000 Shares, constituting less than 1% of the Shares outstanding. By virtue of their respective relationships with the Master Fund discussed in further detail in Item 2, each of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Mr. August may be deemed to beneficially own the Shares owned directly by the Master Fund. Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. Item 5(c) is hereby amended to add the following: (c) Schedule B annexed hereto lists transactions in securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. All of such transactions were effected in the open market. Item 5(e) is hereby amended and restated to read as follows: (e) Effective August 29, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares outstanding.
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
A total of approximately $49,250 was paid to acquire the securities reported as beneficially owned by the Master Fund. The funds used to purchase these securities were obtained from the general working capital of the Master Fund, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) 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 5,842,315 Shares outstanding, which is the total number of Shares outstanding as of August 15, 2016 as reported in the Issuer’s Quarterly Report filed on Form 10-Q with the Securities and Exchange Commission on August 15, 2016.
As of the close of business on August 26, 2016, the Master Fund owned directly 20,000 Shares, constituting less than 1% of the Shares outstanding. By virtue of their respective relationships with the Master Fund discussed in further detail in Item 2, each of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Mr. August may be deemed to beneficially own the Shares owned directly by the Master Fund.
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
Item 5(c) is hereby amended to add the following:
(c) Schedule B annexed hereto lists transactions in securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. All of such transactions were effected in the open market.
Item 5(e) is hereby amended and restated to read as follows:
(e) Effective August 29, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares outstanding.
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