CUSIP No. |
624580106 |
13G | Page | 2 |
of | 10 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Southpoint Capital Advisors LP 20-0975910 |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,000,000** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,000,000** | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,000,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
5.58%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
PN |
CUSIP No. |
624580106 |
13G | Page | 3 |
of | 10 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Southpoint GP, LP 20-1095514 |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,000,000** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,000,000** | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,000,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
5.58%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
PN |
CUSIP No. |
624580106 |
13G | Page | 4 |
of | 10 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Southpoint Capital Advisors LLC 20-0975900 |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,000,000** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,000,000** | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,000,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
5.58%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
OO |
CUSIP No. |
624580106 |
13G | Page | 5 |
of | 10 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Southpoint GP, LLC 20-1064783 |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,000,000** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,000,000** | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,000,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
5.58%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
OO |
CUSIP No. |
624580106 |
13G | Page | 6 |
of | 10 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John S. Clark II |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,000,000** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,000,000** | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,000,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
5.58%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IN |
(1) | Southpoint Capital Advisors, LP | ||
(2) | Southpoint GP, LP | ||
(3) | Southpoint Capital Advisors, LLC | ||
(4) | Southpoint GP, LLC | ||
(5) | John S. Clark II |
(1) | For all Filers: 623 Fifth Avenue, Suite 2601 New York, NY 10022 (212) 692-6350 |
(1) | Southpoint Capital Advisors LP is a Delaware limited partnership. | ||
(2) | Southpoint GP, LP is a Delaware limited partnership. | ||
(3) | Southpoint Capital Advisors LLC is a Delaware limited liability company. | ||
(4) | Southpoint GP, LLC is a Delaware limited liability company. |
(5) | John S. Clark II is a U.S. citizen. |
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||
(e) | þ | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||||
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||||
(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||||
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||||
(i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||||
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
(a) | Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors and John S. Clark II may be deemed the beneficial owners of 1,000,000 shares of Common Stock. | ||
(b) | Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors and John S. Clark II may be deemed the beneficial owners of 5.58% of the outstanding shares of Common Stock. This percentage was determined by dividing 1,000,000 by 17,931,736, the number of shares of Common Stock issued and outstanding on November 30, 2009, as reported in the Issuers quarterly report on Form 10-Q filed December 9, 2009. |
(c) | Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors and John S. Clark II have the sole power to vote and dispose of the 1,000,000 shares of Common Stock beneficially owned. |
SOUTHPOINT CAPITAL ADVISORS, LP | ||||||||
By: | Southpoint Capital Advisors LLC its general partner |
|||||||
By: | /s/ John S. Clark II | |||||||
Name: | John S. Clark II | |||||||
Title: | Manager | |||||||
SOUTHPOINT GP, LP | ||||||||
By: | Southpoint GP, LLC its general partner |
|||||||
By: | /s/ John S. Clark II | |||||||
Name: | John S. Clark II | |||||||
Title: | Manager | |||||||
SOUTHPOINT CAPITAL ADVISORS, LLC | ||||||||
By: | /s/ John S. Clark II | |||||||
Name: | John S. Clark II | |||||||
Title: | Manager | |||||||
SOUTHPOINT GP, LLC | ||||||||
By: | /s/ John S. Clark II | |||||||
Name: | John S. Clark II | |||||||
Title: | Manager | |||||||
/s/ John S. Clark II | ||||||||
John S. Clark II |