Page 10 of 16 – SEC Filing The following constitutes Amendment No. 3 the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 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: The Shares purchased by BLR Partners and Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,648,000 Shares owned directly by BLR Partners is approximately $7,408,571, including brokerage commissions. The aggregate purchase price of the 180,000 Shares owned directly by Radoff Foundation is approximately $871,229, including brokerage commissions. The Shares directly owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,211,000 Shares directly owned by Mr. Radoff is approximately $5,551,794, including brokerage commissions. The Shares directly owned by Mr. Schechter were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 6,000 Shares directly owned by Mr. Schechter is approximately $36,581, excluding brokerage commissions. Item 5. Interest in Securities of the Issuer.
Items 5(a) – (c), (e) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 66,734,136 Shares outstanding as of October 31, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2016. A. BLR Partners
(a) As of the close of business on December 19, 2016, BLR Partners beneficially owned 1,648,000 Shares.
Percentage: Approximately 2.5% (b) 1. Sole power to vote or direct vote: 1,648,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,648,000
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
The following constitutes Amendment No. 3 the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 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:
The Shares purchased by BLR Partners and Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,648,000 Shares owned directly by BLR Partners is approximately $7,408,571, including brokerage commissions. The aggregate purchase price of the 180,000 Shares owned directly by Radoff Foundation is approximately $871,229, including brokerage commissions.
The Shares directly owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,211,000 Shares directly owned by Mr. Radoff is approximately $5,551,794, including brokerage commissions.
The Shares directly owned by Mr. Schechter were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 6,000 Shares directly owned by Mr. Schechter is approximately $36,581, excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c), (e) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 66,734,136 Shares outstanding as of October 31, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2016.
| A. | BLR Partners |
| | (a) | As of the close of business on December 19, 2016, BLR Partners beneficially owned 1,648,000 Shares. |
Percentage: Approximately 2.5%
| | (b) | 1. Sole power to vote or direct vote: 1,648,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,648,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
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