|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GENDELL JEFFREY L ET AL 1 SOUND SHORE DRIVE GREENWICH, CT 06830 |
X | |||
| TONTINE CAPITAL PARTNERS L P 1 SOUND SHORE DRIVE GREENWICH, CT 06830 |
X | |||
| TONTINE CAPITAL MANAGEMENT LLC 1 SOUND SHORE DRIVE GREENWICH, CT 06830 |
X | |||
| TONTINE PARTNERS L P 1 SOUND SHORE DRIVE GREENWICH, CT 06830 |
X | |||
| TONTINE MANAGEMENT LLC 1 SOUND SHORE DRIVE GREENWICH, CT 06830 |
X | |||
| TONTINE OVERSEAS ASSOCIATES LLC 1 SOUND SHORE DRIVE GREENWICH, CT 06830 |
X | |||
| TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P. 1 SOUND SHORE DRIVE GREENWICH, CT 06830 |
X | |||
| TONTINE ASSET ASSOCIATES, L.L.C. 1 SOUND SHORE DRIVE GREENWICH, CT 06830 |
X | |||
| Tontine Associates, LLC 1 SOUND SHORE DRIVE GREENWICH, CT 06830 |
X | |||
| Tontine Capital Partners, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 10/02/2015 | |
| **Signature of Reporting Person | Date | |
| Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 10/02/2015 | |
| **Signature of Reporting Person | Date | |
| Tontine Partners, L.P., By: its General Partner, Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 10/02/2015 | |
| **Signature of Reporting Person | Date | |
| Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 10/02/2015 | |
| **Signature of Reporting Person | Date | |
| Tontine Overseas Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 10/02/2015 | |
| **Signature of Reporting Person | Date | |
| Tontine Capital Overseas Master Fund II, L.P. By: its General Partner, Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 10/02/2015 | |
| **Signature of Reporting Person | Date | |
| Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 10/02/2015 | |
| **Signature of Reporting Person | Date | |
| Tontine Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 10/02/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Jeffrey L. Gendell | 10/02/2015 | |
| **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) | This report is filed jointly by Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"), Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Partners, L.P., a Delaware limited partnership ("TP"), Tontine Management, L.L.C., a Delaware limited liability company ("TM"), Tontine Overseas Associates, L.L.C., a Delaware limited liability company ("TOA"), Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA"), Tontine Associates, L.L.C., a Delaware limited liability company ("TA"), and Jeffrey L. Gendell ("Mr. Gendell"). Mr. Gendell is the managing member of: (a) TCM, the general partner of TCP; (b) TM, the general partner of TP; (c) TOA; (d) TAA, the general partner of TCP 2; and (e) TA. |
| (2) | On September 30, 2015, TOA voluntarily transferred 591,443 shares of Common Stock to TA. As of the date hereof, TOA no longer owns any shares of Common Stock of the Issuer. The transaction reflected in this footnote did not increase or decrease the aggregate beneficial ownership of the reporting persons. |
| (3) | On September 30, 2015, TCP 2 purchased 7,900 shares of Common Stock at a weighted average price of $7.65 per share. These shares were purchased in multiple transactions at prices ranging from $7.50 to $7.73, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| (4) | TCM, TM and TAA directly own 0 shares of Common Stock, TCP directly owns 5,642,723 shares of Common Stock, TP directly owns 3,267,284 shares of Common Stock, TOA directly owns 0 shares of Common Stock, TA directly owns 591,443 shares of Common Stock, TCP 2 directly owns 3,873,692 shares of Common Stock and Mr. Gendell directly owns 10,158 shares of Common Stock. |
| (5) | All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell. The foregoing securities held by TCP may be deemed to be beneficially owned by TCM. The foregoing securities held by TP may be deemed to be beneficially owned by TM. The foregoing securities held by TCP 2 may be deemed to be beneficially owned by TAA. |
| (6) | Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCP, TP, TM, TCP 2, TAA and TA. TCM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCM or representing TCM's pro rata interest in, and interest in the profits of, TCP. |
| (7) | TM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TM or representing TM's pro rata interest in, and interest in the profits of, TP. TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2. TA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TA. |