|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Emancipation Management LLC 825 THIRD AVENUE, 33RD FLOOR NEWYORK, NY 10022 |
X | |||
Emancipation Capital 825 THIRD AVENUE, 33RD FLOOR NEWYORK, NY 10022 |
X | |||
Emancipation Capital SPV IV LLC 825 THIRD AVENUE, 33RD FLOOR NEWYORK, NY 10022 |
X | |||
Emancipation Capital, LLC 825 THIRD AVENUE, 33RD FLOOR NEWYORK, NY 10022 |
X | |||
Frumberg Charles 825 THIRD AVENUE, 33RD FLOOR NEWYORK, NY 10022 |
X |
/s/ Charles Frumberg, as Managing Member of Emancipation Management LLC | 01/22/2018 | |
**Signature of Reporting Person | Date | |
/s/ Charles Frumberg, as Director of Emancipation Capital Master, Ltd. | 01/22/2018 | |
**Signature of Reporting Person | Date | |
/s/ Charles Frumberg, as Managing Member of Emancipation Capital LLC, Managing Member of Emancipation Capital SPV IV LLC | 01/22/2018 | |
**Signature of Reporting Person | Date | |
/s/ Charles Frumberg, as Managing Member of Emancipation Capital LLC | 01/22/2018 | |
**Signature of Reporting Person | Date | |
/s/ Charles Frumberg | 01/22/2018 | |
**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) | The securities reported herein are directly held by (i) Emancipation Capital Master, Ltd. ("Emancipation Master"), (ii) Emancipation Capital SPV IV LLC ("Emancipation SPV IV") and (iii) a certain account (the "Managed Account") managed by Emancipation Management LLC ("Emancipation Management"). Emancipation Management also serves as the investment manager of Emancipation Master and Emancipation SPV IV. Emancipation Capital LLC ("Emancipation Capital") is the managing member of Emancipation SPV IV. Mr. Charles Frumberg is the managing member of Emancipation Management and Emancipation Capital. By virtue of the foregoing relationships, each of the Reporting Persons may be deemed to indirectly beneficially own the securities directly held by Emancipation Master, Emancipation SPV IV and the Managed Account. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein. |
(2) | The sale of shares of Common Stock that is the subject of this report was made by the Managed Account to a third party. The remainder of the shares of Common Stock directly held by the Managed Account were also sold on 01/18/2018 at $6.90 per share, to Emancipation SPV IV. After these transactions, the Managed Account no longer holds any shares of Common Stock. |