Filing Details

Kevin A. McGovern, Esq.

c/o Harbert Discovery Fund, LP

2100 Third Avenue North

Suite 600

Birmingham, AL 35203

Telephone Number 205-987-5500

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

This Schedule 13D is being filed jointly by:

(i) Harbert Discovery Fund, LP, a Delaware limited partnership (the “Fund”),

(ii) Harbert Discovery Fund GP, LLC, a Delaware limited liability company (the “Fund GP”),

(iii) Harbert Fund Advisors, Inc., an Alabama corporation (“HFA”),

(iv) Harbert Management Corporation, an Alabama corporation (“HMC”),

(v) Jack Bryant, a United States citizen,

(vi) Kenan Lucas, a United States citizen, and

(vii) Raymond Harbert, a United States citizen.

Each of the Fund, the Fund GP, HFA, HMC, Mr. Bryant, Mr. Lucas and Mr. Harbert are referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement attached hereto as Exhibit A. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. The Fund is a private investment fund. The Fund GP is the Fund’s general partner. HFA is an investment adviser registered with the United States Securities and Exchange Commission and the investment adviser to the Fund. HMC Is the parent of HFA. Mr. Lucas is the Managing Director and Portfolio Manager of the Fund GP. Mr. Bryant is an Executive Vice President and Senior Managing Director of HMC. Mr. Harbert is the Chairman and Chief Executive Officer of HMC and HFA.

Set forth on Exhibit B attached hereto is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of HFA and HMC. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Exhibit B beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

As of the date hereof, (i) HFA, HMC, and Raymond Harbert may be deemed to be the beneficial owners of 1,738,884 Shares, constituting 9.9% of the Shares, and the Fund GP, the Fund, Jack Bryant, and Kenan Lucas may be deemed to be the beneficial owners of 1,695,785 Shares, constituting 9.6% of the Shares based upon 17,640,742* Shares outstanding.

HFA has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,738,884 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,738,884 Shares.

HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,738,884 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,738,884 Shares.

The Fund GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,695,785 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,695,785 Shares.

The Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,695,785 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,695,785 Shares.

Jack Bryant has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,695,785 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,695,785 Shares.

Kenan Lucas has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,695,785 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,695,785 Shares.

Raymond Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,738,884 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,738,884 Shares.

The trading dates, number of Shares purchased or sold, and the average price per share for all transactions by the Reporting Persons in the Shares within the last 60 days, are set forth below: 

On May 10, 2018, Kenan Lucas received 25,000 restricted stock units pursuant to the Issuer's 2007 Second Amended and Restated Stock Incentive Plan (the “Plan”). Each restricted stock unit represents the contingent right to receive one Share. These restricted stock units vested on May 8, 2019, which was the first business day prior to the 2019 Annual Meeting of Shareholders. The 25,000 Shares are now held in an affiliated brokerage account for the benefit of the investors in the Fund.

On May 9, 2019, Kenan Lucas received 18,099 restricted stock units pursuant to the Plan. Each restricted stock unit represents the contingent right to receive one Share. These restricted stock units vested on September 29, 2020, which was the first business day prior to the 2020 Annual Meeting of Shareholders. The 18,099 Shares are now held in an affiliated brokerage account for the benefit of the investors in the Fund.

On September 30, 2020, Kenan Lucas received 17,353 restricted stock units pursuant to the Plan. Each restricted stock unit represents the contingent right to receive one Share. These restricted stock units vested on May 4, 2021, which was the first business day prior to the 2021 Annual Meeting of Shareholders. Once issued, the 17,353 Shares will be held in an affiliated brokerage account for the benefit of the investors in the Fund.

On May 6, 2021, Kenan Lucas received 14,967 restricted stock units pursuant to the Plan. Each restricted stock unit represents the contingent right to receive one Share. These restricted stock units will vest on the first business day prior to the 2022 Annual Meeting of Shareholders, provided the Reporting Person continues to provide services to the Issuer as a director on that date, subject to certain exceptions.

Other than the restricted stock units and other agreements described in Item 4 of this Schedule 13D or any previous amendment, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Exhibit A: Joint Filing Agreement

Exhibit B: 2021 Officers and Directors of HFA and HMC

Raymond J. Harbert

Chief Executive Officer and Chairman of HFA and HMC

John F. Bryant

Executive Vice President and Director of HMC

Charles D. Miller

Executive Vice President of HFA and HMC

Serving as Chairman and CEO of HMC

Serving as Executive Vice President and a Director of HMC

Serving as EVP of HMC

2100 Third Avenue North, Suite 600; Birmingham, AL 35203

2100 Third Avenue North, Suite 600;

Birmingham, AL 35203

2100 Third Avenue North, Suite 600; Birmingham, AL 35203

USA

USA

USA

Raymond J, Harbert, Jr.

Executive Vice President & Chief Financial Officer of HFA and HMC & Director of HMC

John W. McCullough

Executive Vice President, General Counsel & Director of HFA and HMC

J. Travis Pritchett

President & Chief Operating Officer of HFA and HMC & Director of HMC

Michael C. Bauder

Chief Compliance Officer of HFA and HMC & Director of HFA