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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 | ||||||||
Stock Option | $ 9.28 | 06/29/2015 | A | 36,675 | 06/29/2015(6) | 06/28/2022 | Common Stock | 36,675 | $ 0 | 36,675 | D (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rudolf John C 500 108TH AVENUE SUITE 905 BELLEVUE, WA 98004 |
X | X | ||
Glacier Peak U.S. Value Fund, L.P. 500 108TH AVENUE NE SUITE 905 BELLEVUE, WA 98004 |
X | |||
Glacier Peak Capital LLC 500 108TH AVENUE NE SUITE 905 BELLEVUE, WA 98004 |
X |
/s/ John C. Rudolf | 07/02/2015 | |
**Signature of Reporting Person | Date | |
Glacier Peak U.S. Value Fund, L.P.; By: Glacier Peak Capital LLC; By: /s/ John C. Rudolf, as President | 07/02/2015 | |
**Signature of Reporting Person | Date | |
Glacier Peak Capital LLC; By: /s/ John C. Rudolf, as President | 07/02/2015 | |
**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 Glacier Peak U.S. Value Fund, L.P. (the "Fund"), Glacier Peak Capital LLC ("GPC"), and John C. Rudolf (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. |
(2) | Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. |
(3) | Mr. Rudolf directly owns 228,479 Shares of Common Stock, may be deemed to beneficially own 36,675 fully vested stock options which are not included in Table I, may be deemed to beneficially own 5,000 Shares of Common Stock that are held in an IRA account that he controls, may be deemed to beneficially own 30,000 Shares of Common Stock that are held in an account he controls for the benefit of his wife, and may be deemed to beneficially own 151,317 Shares of Common Stock held in various accounts he controls for the benefit of other family members. |
(4) | Shares of Common Stock beneficially owned by the Fund. GPC, as the general partner of the Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Fund. Mr Rudolf, as President of GPC, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Fund. |
(5) | On June 29, 2015, Mr. Rudolf was granted fully vested shares of Common Stock as part of the director compensation program approved by the board of directors. |
(6) | On June 29, 2015, Mr. Rudolf was granted fully vested stock options as part of the director compensation program approved by the board of directors. |