Page 7 of 9 SEC Filing Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following: The aggregate purchase price of the 5,182 Shares owned directly by Kenneth H. Traub that he purchased in the open market is approximately $58,032, including brokerage commissions. Such Shares were acquired with Mr. Traub’s personal funds. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On February 26, 2016, Brian J. Bellinger, a Senior Analyst at Raging Capital, was appointed to the Board of Directors of the Issuer. 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 6,979,393 Shares outstanding, which is the total number of Shares outstanding as of November 3, 2015 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2015. 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 30.6% 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 46,071 Shares (consisting of 5,182 Shares he purchased in the open market, 26,345 Shares of restricted stock that were awarded to him in his capacity as a director of the Issuer and 14,544 Shares underlying options exercisable within 60 days that were awarded to him in his capacity as a director of the Issuer), constituting less than 1% of the Shares outstanding. As of the close of business on the date hereof, Brian J. Bellinger did not own any securities 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. Follow Mrv Communications Inc (NASDAQ:MRVC)
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| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended to add the following:
The aggregate purchase price of the 5,182 Shares owned directly by Kenneth H. Traub that he purchased in the open market is approximately $58,032, including brokerage commissions. Such Shares were acquired with Mr. Traub’s personal funds.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On February 26, 2016, Brian J. Bellinger, a Senior Analyst at Raging Capital, was appointed to the Board of Directors of the Issuer.
| 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 6,979,393 Shares outstanding, which is the total number of Shares outstanding as of November 3, 2015 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2015.
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 30.6% 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 46,071 Shares (consisting of 5,182 Shares he purchased in the open market, 26,345 Shares of restricted stock that were awarded to him in his capacity as a director of the Issuer and 14,544 Shares underlying options exercisable within 60 days that were awarded to him in his capacity as a director of the Issuer), constituting less than 1% of the Shares outstanding.
As of the close of business on the date hereof, Brian J. Bellinger did not own any securities 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.
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