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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FICHTHORN JOHN 875 THIRD AVENUE, 15TH FLOOR NEW YORK, NY 10022 |
X |
/s/ John Fichthorn by Amie Peters, Attorney-in-Fact | 07/08/2013 | |
**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) | Dialectic Capital Management, LLC ("Investment Manager") is the investment manager of Dialectic Antithesis Offshore, Ltd., Dialectic Antithesis Partners, LP, Dialectic Capital Partners, LP and Dialectic Offshore, Ltd. (collectively, the "Dialectic entities") and, as such, shares voting and dispositive power over the securities held by the Dialectic entities. The Investment Manager does not directly hold any securities of the Issuer. The Reporting Person is a managing member of the Investment Manager and shares such voting and dispositive power, but disclaims beneficial ownership of any of Issuer's securities in which he does not have a pecuniary interest or that he does not directly own. |
(2) | Includes 84,993 shares received as a liquidating distribution from Dialectic Offshore L2, Ltd. ("Dialectic L2"). In prior reports, the Reporting Person reported indirect beneficial ownership of 524,948 shares of the Issuer's common stock held directly by Dialectic L2. |
Remarks: This is the first of two Forms 4 filed by the Reporting Person on the same date. |