1
|
NAME OF REPORTING PERSONS
The D3 Family Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
385,369 common shares (1.0%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
385,369
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 385,369; for all reporting persons as a group, 1,975,441 shares (4.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 1.0%; for all reporting persons as a group 4.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
The D3 Family Bulldog Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,207,043 common shares (3.0%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,207,043
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,207,043; for all reporting persons as a group, 1,975,441 shares (4.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 3.0%; for all reporting persons as a group 4.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
The D3 Family Canadian Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
106,840 common shares (0.3%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
106,840
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 106,840; for all reporting persons as a group, 1,975,441 shares (4.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.3%; for all reporting persons as a group 4.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
The DIII Offshore Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
276,189 common shares (0.7%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
276,189
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 276,189; for all reporting persons as a group, 1,975,441 shares (4.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.7%; for all reporting persons as a group 4.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,975,441 common shares (4.9%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,975,441
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,975,441; for all reporting persons as a group, 1,975,441 shares (4.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 4.9%; for all reporting persons as a group 4.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
1
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Offshore, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
276,189 common shares (0.7%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
276,189
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 276,189; for all reporting persons as a group, 1,975,441 shares (4.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.7%; for all reporting persons as a group 4.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
1
|
NAME OF REPORTING PERSONS
David Nierenberg
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,975,441 common shares (4.9%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,975,441
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,975,441; for all reporting persons as a group, 1,975,441 shares (4.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 4.9%; for all reporting persons as a group 4.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
Portfolio
|
Trade Date
|
QTY
|
Price
|
D3 Family Fund, LP
|
07/23/2013
|
136
|
13.75
|
D3 Bulldog Fund, LP
|
07/23/2013
|
409
|
13.75
|
D3 Family Canadian Fund, LP
|
07/23/2013
|
52
|
13.75
|
DIII Offshore Fund, LP
|
07/23/2013
|
103
|
13.75
|
D3 Family Fund, LP
|
07/24/2013
|
19
|
13.70
|
D3 Bulldog Fund, LP
|
07/24/2013
|
59
|
13.70
|
D3 Family Canadian Fund, LP
|
07/24/2013
|
7
|
13.70
|
DIII Offshore Fund, LP
|
07/24/2013
|
15
|
13.70
|
D3 Family Fund, LP
|
07/25/2013
|
15,921
|
13.80
|
D3 Bulldog Fund, LP
|
07/25/2013
|
47,964
|
13.80
|
D3 Family Canadian Fund, LP
|
07/25/2013
|
6,145
|
13.80
|
DIII Offshore Fund, LP
|
07/25/2013
|
12,126
|
13.80
|
D3 Family Fund, LP
|
08/01/2013
|
38,757
|
14.35
|
D3 Bulldog Fund, LP
|
08/01/2013
|
116,763
|
14.35
|
D3 Family Canadian Fund, LP
|
08/01/2013
|
14,960
|
14.35
|
DIII Offshore Fund, LP
|
08/01/2013
|
29,520
|
14.35
|
D3 Family Fund, LP
|
08/02/2013
|
19,378
|
14.78
|
D3 Bulldog Fund, LP
|
08/02/2013
|
58,382
|
14.78
|
D3 Family Canadian Fund, LP
|
08/02/2013
|
7,480
|
14.78
|
DIII Offshore Fund, LP
|
08/02/2013
|
14,760
|
14.78
|
D3 Family Fund, L.P., D3 Bulldog Fund, L.P., and D3 Family Canadian Fund, L.P.
|
|
By: Nierenberg Investment Management Company, Inc.
|
|
August 5, 2013
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
|
|
August 5, 2013
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Company, Inc.
|
|
August 5, 2013
|
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Offshore, Inc.
|
|
August 5, 2013
|
By: /s/ David Nierenberg
David Nierenberg, President
|
August 5, 2013
|
/s/ David Nierenberg
David Nierenberg
|