1.
|
NAME OF REPORTING PERSONS
The D3 Family Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
5.
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
6.
|
SHARED VOTING POWER
240,321 common shares (1.4%)
|
|
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
240,321
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 240,321; for all reporting persons as a group, 886,122 shares (5.2%)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
For the reporting person listed on this page,1.4%; for all reporting persons as a group, 5.2%
|
||
12.
|
TYPE OF REPORTING PERSON
PN
|
1.
|
NAME OF REPORTING PERSONS
The D3 Family Bulldog Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
5.
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
6.
|
SHARED VOTING POWER
588,385 common shares (3.4%)
|
|
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
588,385
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 588,385; for all reporting persons as a group, 886,122 shares (5.2%)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
For the reporting person listed on this page,3.4%; for all reporting persons as a group, 5.2%
|
||
12.
|
TYPE OF REPORTING PERSON
PN
|
1.
|
NAME OF REPORTING PERSONS
The DIII Offshore Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
5.
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
6.
|
SHARED VOTING POWER
57,416 common shares (0.3%)
|
|
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
57,416
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 57,416; for all reporting persons as a group, 886,122 shares (5.2%)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
For the reporting person listed on this page,0.3%; for all reporting persons as a group, 5.2%
|
||
12.
|
TYPE OF REPORTING PERSON
PN
|
1.
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
5.
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
6.
|
SHARED VOTING POWER
886,122 common shares (5.2%)
|
|
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
886,122
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 886,122; for all reporting persons as a group, 886,122 shares (5.2%)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
For the reporting person listed on this page,5.2%; for all reporting persons as a group, 5.2%
|
||
12.
|
TYPE OF REPORTING PERSON
CO
|
1.
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Offshore, Inc.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
5.
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
6.
|
SHARED VOTING POWER
57,416 common shares (0.3%)
|
|
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
57,416
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 57,416; for all reporting persons as a group, 886,122 shares (5.2%)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
For the reporting person listed on this page,0.3%; for all reporting persons as a group, 5.2%
|
||
12.
|
TYPE OF REPORTING PERSON
CO
|
1.
|
NAME OF REPORTING PERSONS
David Nierenberg
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF SHARES
BENEFICIALLY
|
5.
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
6.
|
SHARED VOTING POWER
886,122 common shares (5.2%)
|
|
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
886,122
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 886,122; for all reporting persons as a group, 886,122 shares (5.2%)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
For the reporting person listed on this page,5.2%; for all reporting persons as a group, 5.2%
|
||
12.
|
TYPE OF REPORTING PERSON
IN
|
|
Item 2.
|
(a), (c)
|
Name of Person Filing and Citizenship:
|
|
Ÿ
|
The D3 Family Fund, L.P., a Washington limited partnership (the “Family Fund”);
|
|
Ÿ
|
The D3 Family Bulldog Fund, L.P., a Washington limited partnership (the “Bulldog Fund”);
|
|
Ÿ
|
The DIII Offshore Fund, L.P., a Bahamas limited partnership (the “Offshore Fund”);
|
|
Ÿ
|
Nierenberg Investment Management Company, Inc., a Washington corporation (“NIMCO”) which is the sole general partner of the Family Fund and the Bulldog Fund;
|
|
Ÿ
|
Nierenberg Investment Management Offshore, Inc. (“NIMO”), which is a wholly-owned subsidiary of NIMCO and is the sole general partner of the Offshore Fund;
|
|
Ÿ
|
David Nierenberg, a United States citizen (“Mr. Nierenberg”), who is the President of each of the two general partners.
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: N/A
|
|
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
¨
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
¨
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
¨
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
(k)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
Item 4.
|
Ownership.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
N/A
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
N/A
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
|
N/A
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certification.
|
|
By signing below each of the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
The D3 Family Fund, L.P. and The D3 Family Bulldog Fund, L.P.
|
|
By: Nierenberg Investment Management Company, Inc.
|
|
June 8, 2015
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
The DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
|
|
June 8, 2015
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Company, Inc.
|
|
June 8, 2015
|
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Offshore, Inc.
|
|
June 8, 2015
|
By: /s/ David Nierenberg
David Nierenberg, President
|
June 8, 2015
|
/s/ David Nierenberg
David Nierenberg
|
The D3 Family Fund, L.P. and The D3 Family Bulldog Fund, L.P.
|
|
By: Nierenberg Investment Management Company, Inc.
|
|
August 30, 2013
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
The DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
|
|
August 30, 2013
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Company, Inc.
|
|
August 30, 2013
|
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Offshore, Inc.
|
|
August 30, 2013
|
By: /s/ David Nierenberg
David Nierenberg, President
|
August 30, 2013
|
/s/ David Nierenberg
David Nierenberg
|