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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Perelman Vadim 12400 WILSHIRE BLVD SUITE 940 LOS ANGELES, CA 90025 |
See Footnote 1 | |||
Baker Street Capital L.P. 12400 WILSHIRE BLVD SUITE 940 LOS ANGELES, CA 90025 |
See Footnote 1 | |||
Baker Street Capital GP, LLC 12400 WILSHIRE BLVD SUITE 940 LOS ANGELES, CA 90025 |
See Footnote 1 | |||
Baker Street Capital Management, LLC 12400 WILSHIRE BLVD SUITE 940 LOS ANGELES, CA 90025 |
See Footnote 1 |
By: /s/ Vadim Perelman | 05/22/2015 | |
**Signature of Reporting Person | Date | |
Baker Street Capital L.P.; By: /s/ Vadim Perelman, Managing Member of its General Partner | 05/22/2015 | |
**Signature of Reporting Person | Date | |
Baker Street Capital GP, LLC; By: /s/ Vadim Perelman, Managing Member | 05/22/2015 | |
**Signature of Reporting Person | Date | |
Baker Street Capital Management, LLC; By: /s/ Vadim Perelman, Managing Member | 05/22/2015 | |
**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 Form 4 is filed jointly by Baker Street Capital L.P. ("BSC LP"), Baker Street Capital GP, LLC ("BSC GP"), Baker Street Capital Management, LLC ("Baker Street Capital Management") and Vadim Perelman (collectively, the "Reporting Persons"). Each of the Reporting Persons is a former member of a Section 13(d) group that, prior to the transaction reported herein, beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock. Mr. Perelman resigned as a director of the Issuer on May 20, 2015. |
(2) | Represents shares of Common Stock owned directly by BSC LP. BSC GP, as the general partner of BSC LP, may be deemed to beneficially own the shares owned by BSC LP. Baker Street Capital Management, as the investment manager of BSC LP, may be deemed to beneficially own the shares owned by BSC LP. Mr. Perelman, as the managing member of each of BSC GP and Baker Street Capital Management, may be deemed to beneficially own the shares owned by BSC LP. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein. |
(3) | Represents shares of Common Stock sold by BSC LP in an underwritten secondary offering. Additionally, as a result of his resignation as a director of the Issuer on May 20, 2015, Mr. Perelman forfeited 1,574 shares of unvested restricted stock that were awarded to him on May 7, 2015 in connection with his service as a director. |