UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CLINTON GROUP INC 601 LEXINGTON AVE. 51ST FLOOR NEW YORK, NY 10022 |
 X |  |  | See remarks |
Clinton Relational Opportunity Master Fund, L.P. C/O CLINTON GROUP, INC. 601 LEXINGTON AVENUE, 51ST FLOOR NEW YORK, NY 10022 |
 X |  |  |  |
Clinton Relational Opportunity LLC C/O CLINTON GROUP INC. 601 LEXINGTON AVENUE, 51ST FLOOR NEW YORK, NY 10022 |
 X |  |  |  |
GEH Capital Inc. C/O CLINTON GROUP INC., 601 LEXINGTON AV 601 LEXINGTON AVENUE, 51ST FLOOR NEW YORK, NY 10022 |
 X |  |  |  |
Hall George E. C/O CLINTON GROUP INC, 601 LEXINGTON AVE 601 LEXINGTON AVENUE, 51ST FLOOR NEW YORK, NY 10021 |
 X |  |  |  |
CLINTON GROUP, INC., /s/ Francis Ruchalski | 05/27/2015 | |
**Signature of Reporting Person | Date | |
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P., By: Clinton Relational Opportunity, LLC, its investment manager /s/ John Hall | 05/27/2015 | |
**Signature of Reporting Person | Date | |
CLINTON RELATIONAL OPPORTUNITY, LLC,/s/ John Hall | 05/27/2015 | |
**Signature of Reporting Person | Date | |
GEH CAPITAL, INC., /s/ Francis Ruchalski | 05/27/2015 | |
**Signature of Reporting Person | Date | |
/s/ George E. Hall | 05/27/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | The securities reported on this line may be deemed to be indirectly beneficially owned by Clinton Group, Inc. ("CGI"), which securities are directly held by Clinton Relational Opportunity Master Fund, L.P. ("CREL"), a mutual fund portfolio ("WKCAX") and a another mutual fund portfolio ("CASF"). CGI is deemed to be the indirect beneficial owner of such securities by virtue of its ownership of Clinton Relational Opportunity, LLC, which serves as the investment manager of CREL, and sub-advisory agreements governing each of WKCAX and CASF. George E. Hall ("Mr. Hall") is deemed to be the indirect beneficial owner of such securities by virtue of his direct and indirect control of CGI. |
(2) | For purposes of Rule 16a-1(a)(2) of the 1934 Act, each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein. Mr. Joseph A. DePerio ("Mr. DePerio") is an employee of CGI and serves as a member of the board of directors of the Issuer. Mr. DePerio submits his Section 16 filings independent of CGI. CGI disclaims beneficial ownership of any and all securities beneficially owned by Mr. DePerio. |
(3) | The securities reported on this line may be deemed to be indirectly beneficially owned by Mr. Hall, which securities are directly held by GEH Capital, Inc. ("GEHC"). Mr. Hall is deemed to be the indirect beneficial owner of such securities by virtue of his indirect ownership of GEHC. |
 Remarks: Because Mr. DePerio, an employee of CGI, serves as a member of the board of directors of the Issuer, each of the Reporting Persons may be deemed to be a director by deputization. |