1
|
NAME OF REPORTING PERSONS
The D3 Family Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
459,580 common shares (1.2%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
459,580
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 459,580; for all reporting persons as a group, 2,358,397 shares (5.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 1.2%; for all reporting persons as a group 5.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
The D3 Family Bulldog Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,430,620 common shares (3.6%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,430,620
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,430,620; for all reporting persons as a group, 2,358,397 shares (5.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 3.6%; for all reporting persons as a group 5.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
The D3 Family Canadian Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
135,484 common shares (0.3%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
135,484
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 135,484; for all reporting persons as a group, 2,358,397 shares (5.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.3%; for all reporting persons as a group 5.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
The DIII Offshore Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
332,713 common shares (0.8%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
332,713
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 332,713; for all reporting persons as a group, 2,358,397 shares (5.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.8%; for all reporting persons as a group 5.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
2,358,397 common shares (5.9%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,358,397
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,358,397; for all reporting persons as a group, 2,358,397 shares (5.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 5.9%; for all reporting persons as a group 5.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
1
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Offshore, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
332,713 common shares (0.8%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
332,713
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 332,713; for all reporting persons as a group, 2,358,397 shares (5.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.8%; for all reporting persons as a group 5.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
1
|
NAME OF REPORTING PERSONS
David Nierenberg
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
2,358,397 common shares (5.9%)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,358,397
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,358,397; for all reporting persons as a group, 2,358,397 shares (5.9%)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 5.9%; for all reporting persons as a group 5.9%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
Fund
|
Trade Date
|
QTY
|
Price
|
D3 Family Fund, LP
|
06/18/2013
|
311
|
12.31
|
D3 Bulldog Fund, LP
|
06/18/2013
|
925
|
12.31
|
D3 Family Canadian Fund, LP
|
06/18/2013
|
122
|
12.31
|
DIII Offshore Fund, LP
|
06/18/2013
|
242
|
12.31
|
D3 Family Fund, LP
|
06/27/2013
|
19,151
|
12.30
|
D3 Bulldog Fund, LP
|
06/27/2013
|
56,864
|
12.30
|
D3 Family Canadian Fund, LP
|
06/27/2013
|
7,504
|
12.30
|
DIII Offshore Fund, LP
|
06/27/2013
|
14,881
|
12.30
|
D3 Family Fund, LP
|
06/28/2013
|
487
|
13.00
|
D3 Bulldog Fund, LP
|
06/28/2013
|
1,445
|
13.00
|
D3 Family Canadian Fund, LP
|
06/28/2013
|
190
|
13.00
|
DIII Offshore Fund, LP
|
06/28/2013
|
378
|
13.00
|
D3 Family Fund, LP
|
07/03/2013
|
945
|
13.07
|
D3 Bulldog Fund, LP
|
07/03/2013
|
2,807
|
13.07
|
D3 Family Canadian Fund, LP
|
07/03/2013
|
370
|
13.07
|
DIII Offshore Fund, LP
|
07/03/2013
|
735
|
13.07
|
D3 Family Fund, LP
|
07/05/2013
|
553
|
13.10
|
D3 Bulldog Fund, LP
|
07/05/2013
|
1,643
|
13.10
|
D3 Family Canadian Fund, LP
|
07/05/2013
|
217
|
13.10
|
DIII Offshore Fund, LP
|
07/05/2013
|
430
|
13.10
|
D3 Family Fund, LP
|
07/08/2013
|
186
|
13.15
|
D3 Bulldog Fund, LP
|
07/08/2013
|
552
|
13.15
|
D3 Family Canadian Fund, LP
|
07/08/2013
|
73
|
13.15
|
DIII Offshore Fund, LP
|
07/08/2013
|
145
|
13.15
|
D3 Family Fund, LP
|
07/16/2013
|
26,906
|
13.49
|
D3 Bulldog Fund, LP
|
07/16/2013
|
81,059
|
13.49
|
D3 Family Canadian Fund, LP
|
07/16/2013
|
10,386
|
13.49
|
DIII Offshore Fund, LP
|
07/16/2013
|
20,493
|
13.49
|
D3 Family Fund, LP
|
07/17/2013
|
4,845
|
13.73
|
D3 Bulldog Fund, LP
|
07/17/2013
|
14,595
|
13.73
|
D3 Family Canadian Fund, LP
|
07/17/2013
|
1,870
|
13.73
|
DIII Offshore Fund, LP
|
07/17/2013
|
3,690
|
13.73
|
D3 Family Fund, LP
|
07/18/2013
|
14,667
|
13.79
|
D3 Bulldog Fund, LP
|
07/18/2013
|
44,188
|
13.79
|
D3 Family Canadian Fund, LP
|
07/18/2013
|
5,662
|
13.79
|
DIII Offshore Fund, LP
|
07/18/2013
|
11,172
|
13.79
|
D3 Family Fund, LP
|
07/19/2013
|
3,742
|
13.72
|
D3 Bulldog Fund, LP
|
07/19/2013
|
11,275
|
13.72
|
D3 Family Canadian Fund, LP
|
07/19/2013
|
1,444
|
13.72
|
DIII Offshore Fund, LP
|
07/19/2013
|
2,850
|
13.72
|
D3 Family Fund, LP
|
07/22/2013
|
9,116
|
13.72
|
D3 Bulldog Fund, LP
|
07/22/2013
|
27,465
|
13.72
|
D3 Family Canadian Fund, LP
|
07/22/2013
|
3,519
|
13.72
|
DIII Offshore Fund, LP
|
07/22/2013
|
6,944
|
13.72
|
D3 Family Fund, L.P., D3 Bulldog Fund, L.P., and D3 Family Canadian Fund, L.P.
|
|
By: Nierenberg Investment Management Company, Inc.
|
|
July 25, 2013
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
|
|
July 25, 2013
|
Its: General Partner
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Company, Inc.
|
|
July 25, 2013
|
By: /s/ David Nierenberg
David Nierenberg, President
|
Nierenberg Investment Management
Offshore, Inc.
|
|
July 25, 2013
|
By: /s/ David Nierenberg
David Nierenberg, President
|
July 25, 2013
|
/s/ David Nierenberg
David Nierenberg
|