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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 Options (right to buy) | $ 7.85 | 05/15/2018 | A | 20,000 | (3) | 05/15/2028 | Common Stock | 20,000 | $ 0 | 20,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Haeg Peter O. 3033 EXCELSIOR BOULEVARD SUITE 560 MINNEAPOLIS, MN 55416 |
X | |||
FS SPECIAL OPPORTUNITIES I, L.P. 3300 EXCELSIOR BLVD SUITE 560 MINNEAPOLIS, MN 55416 |
Member of a 10% owner group |
/s/ Peter O. Haeg | 05/16/2018 | |
**Signature of Reporting Person | Date | |
/s/ Peter O. Haeg, President of Farnam Street Capital, Inc., G.P. | 05/16/2018 | |
**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) | Held by FS Special Opportunities I, L.P. ("FS I") and indirectly by Farnam Street Capital, Inc. as General Partner of FS I and Peter Haeg as President and Secretary of Farnam Street Capital, Inc. ("Farnam Street"). Farnam Street and Mr. Haeg disclaim beneficial ownership of these securities except to the extent of his pecuniary interest therein. Mr. Haeg was elected to the Board of Directors at the direction of FS I; therefore, FS I and Farnam Street may be considered directors of the issuer by deputization. |
(2) | As reported in the Schedule 13D filed by the Reporting Persons on November 20, 2017, the Reporting Persons share beneficial ownership of the 418,169 shares with another group that includes PW Partners, LLC (the "PW Group"). Because of their shared beneficial ownership of the shares, the Reporting Persons and PW Group may together be considered a "group" for purposes of Rule 13d-1. the Reporting Persons disclaim beneficial ownership of any shares of the issuer held by PW Group other than the 418,169 shares and disclaims the existence of any such Section 13(d) "group." |
(3) | The option vests in five annual installments beginning on the first anniversary on the date of grant. |