1
|
NAME OF REPORTING PERSON
BLR Partners LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,771,351
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,771,351
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,771,351
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BLRPart, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,771,351
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,771,351
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,771,351
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BLRGP Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,771,351
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,771,351
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,771,351
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Fondren Management, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,771,351
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,771,351
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,771,351
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
FMLP Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,771,351
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,771,351
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,771,351
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
The Radoff Family Foundation
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
180,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
180,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Bradley L. Radoff
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
4,372,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,372,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,372,000*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Joshua E. Schechter
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
62,500
|
|
8
|
SHARED VOTING POWER
8,500
|
||
9
|
SOLE DISPOSITIVE POWER
62,500
|
||
10
|
SHARED DISPOSITIVE POWER
8,500
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,000*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
BLR Partners
|
|
(a)
|
As of the close of business on February 3, 2016, BLR Partners beneficially owned 2,771,351 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,771,351
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,771,351
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
BLRPart GP
|
|
(a)
|
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 2,771,351 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,771,351
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,771,351
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRPart GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
BLRGP
|
|
(a)
|
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 2,771,351 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,771,351
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,771,351
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRGP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Fondren Management
|
|
(a)
|
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 2,771,351 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,771,351
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,771,351
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Fondren Management has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
FMLP
|
|
(a)
|
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 2,771,351 Shares owned by BLR Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,771,351
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,771,351
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
FMLP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Radoff Foundation
|
|
(a)
|
As of the close of business on February 3, 2016, Radoff Foundation beneficially owned 180,000 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 180,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 180,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Radoff Foundation has not entered into any transactions in the Shares during the past sixty days.
|
G.
|
Mr. Radoff
|
|
(a)
|
As of the close of business on February 3, 2016, Mr. Radoff directly owned 1,420,649 Shares. Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation, may be deemed the beneficial owner of the (i) 2,771,351 Shares owned by BLR Partners and (ii) 180,000 Shares owned by Radoff Foundation.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,372,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,372,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Mr. Radoff and on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
H.
|
Mr. Schechter:
|
|
(a)
|
As of the close of business on February 3, 2016, Mr. Schechter beneficially owned 71,000 Shares, including 8,500 Shares directly owned by his spouse.
|
|
(b)
|
1. Sole power to vote or direct vote: 62,500
|
|
2. Shared power to vote or direct vote: 8,500
|
|
3. Sole power to dispose or direct the disposition: 62,500
|
|
4. Shared power to dispose or direct the disposition: 8,500
|
|
(c)
|
The transactions in the Shares by Mr. Schechter during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Settlement Agreement, dated February 2, 2016.
|
BLR Partners LP
|
|||
By:
|
BLRPart, LP
General Partner
|
||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRPart, LP
|
|||
By:
|
BLRGP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
BLRGP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
Fondren Management, LP
|
|||
By:
|
FMLP Inc.
General Partner
|
||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
FMLP Inc.
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Sole Director
|
The Radoff Family Foundation
|
|||
By:
|
/s/ Bradley L. Radoff
|
||
Name:
|
Bradley L. Radoff
|
||
Title:
|
Director
|
/s/ Bradley L. Radoff
|
|
Bradley L. Radoff
|
/s/ Joshua E. Schechter
|
|
Joshua E. Schechter
|
Shares of Common
Stock Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
56,038
|
4.3614
|
12/04/2015
|
31,862
|
4.2545
|
12/07/2015
|
70,000
|
4.2282
|
12/08/2015
|
(81,018)
|
4.1275
|
12/15/2015
|
(33,226)
|
4.1545
|
12/16/2015
|
(7,195)
|
4.0418
|
12/17/2015
|
(4,700)
|
4.0702
|
12/17/2015
|
(35,000)
|
4.0510
|
12/18/2015
|
(26,803)
|
4.1143
|
12/21/2015
|
(48,501)
|
4.0046
|
12/23/2015
|
(32,232)
|
4.1067
|
12/24/2015
|
(20,000)
|
4.0300
|
12/28/2015
|
(24,062)
|
4.1655
|
01/06/2016
|
99,088
|
2.7274
|
01/20/2016
|
58,462
|
4.2282
|
12/08/2015
|
20,187
|
3.8331
|
12/14/2015
|
(60,000)
|
4.1275
|
12/15/2015
|
(15,000)
|
4.0510
|
12/18/2015
|
10,000
|
3.8598
|
12/14/2015
|