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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 | ||||||||
Non-Qualified Stock Options | $ 5.62 | 06/04/2016 | 06/04/2022 | Common Stock | 13,000 | 13,000 (7) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Northern Right Capital Management, L.P. 500 CRESCENT COURT, SUITE 230 DALLAS, TX 75201 |
X | Member of a 13D 10% group | ||
Becker Steven R C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L 500 CRESCENT COURT, SUITE 230 DALLAS, TX 75201 |
X | Member of a 13D 10% group | ||
Drapkin Matthew A C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L 500 CRESCENT COURT, SUITE 230 DALLAS, TX 75201 |
Member of a 13D 10% group | |||
Northern Right Capital (QP), L.P. 500 CRESCENT COURT, SUITE 230 DALLAS, TX 75201 |
Member of a 13D 10% group | |||
BECKER DRAPKIN PARTNERS, L.P. 500 CRESCENT COURT, SUITE 230 DALLAS, TX 75201 |
Member of a 13D 10% group | |||
BC Advisors LLC 500 CRESCENT COURT, SUITE 230 DALLAS, TX 75201 |
Member of a 13D 10% group |
NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin., Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Name: Steve R. Becker, Title: Authorized Signatory | 11/04/2015 | |
**Signature of Reporting Person | Date | |
NORTHERN RIGHT CAPITAL (QP), L.P., By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin., Name: Matthew A. Drapkin, Title: Authorized Signatory | 11/04/2015 | |
**Signature of Reporting Person | Date | |
BECKER DRAPKIN PARTNERS, L.P., By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin., Authorized Signatory, By: /s/ Steven R. Becker, Authorized Signatory | 11/04/2015 | |
**Signature of Reporting Person | Date | |
BC ADVISORS, LLC, By: /s/ Matthew A. Drapkin., Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Name: Steve R. Becker, Title: Authorized Signatory | 11/04/2015 | |
**Signature of Reporting Person | Date | |
MATTHEW A. DRAPKIN, /s/ Matthew A. Drapkin. | 11/04/2015 | |
**Signature of Reporting Person | Date | |
STEVEN R. BECKER, /s/ Steven R. Becker | 11/04/2015 | |
**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) | Represents Common Stock of the Issuer directly held by Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P."). |
(2) | Represents Common Stock of the Issuer directly held by Northern Right Capital (QP), L.P. (f/k/a Becker Drapkin Partners (QP), L.P.) ("NRC QP"). |
(3) | Represents Common Stock of the Issuer directly held by Becker Drapkin Partners SLV, Ltd. ("BD SLV"). |
(4) | Represents Common Stock of the Issuer directly held by a managed account on behalf of an investment advisory client (the "Managed Account") of Northern Right Capital Management, L.P. (f/k/a Becker Drapkin Management, L.P.) ("NRC Management"). |
(5) | Pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, on November 2, 2015, as part of an internal restructuring of the entities managed by NRC Management, (i) NRC QP transferred 905,363 shares of Common Stock to BD SLV, (ii) Becker Drapkin, L.P. transferred 223,242 shares of Common Stock to BD SLV and (iii) Becker Drapkin, L.P. transferred 33,142 shares of Common Stock to NRC QP, in each case in exchange for interests of the applicable transferee. |
(6) | Mr. Becker and Mr. Drapkin may be deemed to beneficially own such Common Stock as each is a member of BC Advisors, LLC, which is the general partner of NRC Management (of which each of Mr. Becker and Mr. Drapkin is a limited partner), and NRC Management is the general partner of, and investment manager for, NRC QP, and the investment manager of each of BD SLV and the Managed Account. Mr. Becker disclaims beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein. |
(7) | In connection with Mr. Drapkin's reelection to the Board of Directors of the Issuer, the Issuer granted these options to Mr. Drapkin. This option grant will vest in full on June 4, 2016. These options of the Issuer are directly held by Mr. Drapkin. |