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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 09/04/2013 | A | 1,850 | (1) | (1) | Common Stock | 1,850 | (1) | 2,873 | I | The D3 Family Fund, LP (3) (2) | |||
Restricted Stock Units | (1) | 09/04/2013 | A | 5,650 | (1) | (1) | Common Stock | 5,650 | (1) | 10,974 | I | The D3 Family Bulldog Fund, LP (3) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Nierenberg Investment Management Company, Inc. 19605 NE 8TH STREET CAMAS, WA 98607 |
X | X | ||
Nierenberg David 19605 NE 8TH STREET CAMAS, WA 98607 |
X | |||
D3 Family Fund, LP 19605 NE 8TH STREET CAMAS, WA 98607 |
X | |||
D3 Family Bulldog Fund, LP 19605 NE 8TH STREET CAMAS, WA 98607 |
X |
David Nierenberg, President, Nierenberg Investment Management Company, Inc. (NIMCO) | 09/06/2013 | |
**Signature of Reporting Person | Date | |
David Nierenberg, President, NIMCO, General Partner of The D3 Family Bulldog Fund, LP | 09/06/2013 | |
**Signature of Reporting Person | Date | |
David Nierenberg | 09/06/2013 | |
**Signature of Reporting Person | Date | |
David Nierenberg, President, NIMCO, General Partner of The D3 Family Fund, LP | 09/06/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | David Nierenberg is a member of the Board of Directors of the issuer. As a director, Mr. Nierenberg was granted 7,500 restricted stock units on September 4, 2013 which vest 25% on each of the following dates; October 1, 2013, January 1, 2014, April 1, 2014 and July 1, 2014. These restricted stock units are held for the benefit of the reporting persons identified above in Table II of this Form 4. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. One share of common stock will be automatically delivered to the reporting person for each restricted stock unit that vests. |
(2) | Additionally: (a) The D3 Family Fund, L.P. owns 730,207 shares of common stock and 1,300 stock options, (b) The D3 Family Bulldog Fund, L.P. owns 2,751,098 shares of common stock and 5,100 stock options, (c) The D3 Family Canadian Fund, L.P. owns 256,398 shares of common stock 600 stock options and 1,237 restricted stock units, (d) The DIII Offshore Fund, L.P. owns 801,176 shares of common stock. |
(3) | Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein. |