1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
|||
MAK Capital One L.L.C.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a) x
|
|||
(b) o
|
|||
3
|
SEC USE ONLY
|
||
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
|||
5
|
SOLE VOTING POWER
|
||
|
0 | ||
NUMBER OF
|
6
|
SHARED VOTING POWER
|
|
SHARES
|
|||
BENEFICIALLY
|
|
2,110,416
|
|
OWNED BY
|
7
|
SOLE DISPOSITIVE POWER
|
|
EACH REPORTING
|
|||
PERSON WITH:
|
|
0 | |
8
|
SHARED DISPOSITIVE POWER
|
||
|
2,110,416
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|||
2,110,416
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||
|
|||
o | |||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||
|
|||
6.6%
|
|||
12
|
TYPE OF REPORTING PERSON*
|
||
OO
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
|||
Michael A. Kaufman
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a) x
|
|||
(b) o
|
|||
3
|
SEC USE ONLY
|
||
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
United States
|
|||
5
|
SOLE VOTING POWER
|
||
|
0 | ||
NUMBER OF
|
6
|
SHARED VOTING POWER
|
|
SHARES
|
|||
BENEFICIALLY
|
|
2,110,416
|
|
OWNED BY
|
7
|
SOLE DISPOSITIVE POWER
|
|
EACH REPORTING
|
|||
PERSON WITH:
|
|
0 | |
8
|
SHARED DISPOSITIVE POWER
|
||
|
2,110,416
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|||
2,110,416
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||
|
|||
o | |||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||
|
|||
6.6%
|
|||
12
|
TYPE OF REPORTING PERSON*
|
||
IN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
|||
MAK Capital Fund LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a) x
|
|||
(b) o
|
|||
3
|
SEC USE ONLY
|
||
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Bermuda
|
|||
5
|
SOLE VOTING POWER
|
||
|
0 | ||
NUMBER OF
|
6
|
SHARED VOTING POWER
|
|
SHARES
|
|||
BENEFICIALLY
|
|
1,425,100
|
|
OWNED BY
|
7
|
SOLE DISPOSITIVE POWER
|
|
EACH REPORTING
|
|||
PERSON WITH:
|
|
0 | |
8
|
SHARED DISPOSITIVE POWER
|
||
|
1,425,100
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|||
1,425,100
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||
|
|||
o
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||
|
|||
4.4%
|
|||
12
|
TYPE OF REPORTING PERSON*
|
||
PN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
|||
MAK-ro Capital Master Fund LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a) x
|
|||
(b) o
|
|||
3
|
SEC USE ONLY
|
||
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Cayman Islands
|
|||
5
|
SOLE VOTING POWER
|
||
|
0 | ||
NUMBER OF
|
6
|
SHARED VOTING POWER
|
|
SHARES
|
|||
BENEFICIALLY
|
|
441,060
|
|
OWNED BY
|
7
|
SOLE DISPOSITIVE POWER
|
|
EACH REPORTING
|
|||
PERSON WITH:
|
|
0 | |
8
|
SHARED DISPOSITIVE POWER
|
||
|
441,060
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|||
441,060
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||
|
|||
o
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||
|
|||
1.4%
|
|||
12
|
TYPE OF REPORTING PERSON*
|
||
PN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
|||
Paloma International L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a) x
|
|||
(b) o
|
|||
3
|
SEC USE ONLY
|
||
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
Delaware
|
|||
5
|
SOLE VOTING POWER
|
||
|
0 | ||
NUMBER OF
|
6
|
SHARED VOTING POWER
|
|
SHARES
|
|||
BENEFICIALLY
|
|
244,256
|
|
OWNED BY
|
7
|
SOLE DISPOSITIVE POWER
|
|
EACH REPORTING
|
|||
PERSON WITH:
|
|
0 | |
8
|
SHARED DISPOSITIVE POWER
|
||
|
244,256
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|||
244,256
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||
|
|||
o
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||
|
|||
0.08%
|
|||
12
|
TYPE OF REPORTING PERSON*
|
||
PN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
|||
S. Donald Sussman
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a) x
|
|||
(b) o
|
|||
3
|
SEC USE ONLY
|
||
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
United States
|
|||
5
|
SOLE VOTING POWER
|
||
|
0 | ||
NUMBER OF
|
6
|
SHARED VOTING POWER
|
|
SHARES
|
|||
BENEFICIALLY
|
|
244,256
|
|
OWNED BY
|
7
|
SOLE DISPOSITIVE POWER
|
|
EACH REPORTING
|
|||
PERSON WITH:
|
|
0 | |
8
|
SHARED DISPOSITIVE POWER
|
||
|
244,256
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
|||
244,256
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||
|
|||
o
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
||
|
|||
0.08%
|
|||
12
|
TYPE OF REPORTING PERSON*
|
||
IN
|
ITEM 1(a).
|
Name of Issuer:
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a).
|
Name of Persons Filing:
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
Item 2(c).
|
Citizenship:
|
Item 2(d).
|
Title of Class of Securities
|
Item 2(e).
|
CUSIP Number: 826565103
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a)
|
o
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
(b)
|
o
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
(c)
|
o
|
Insurance company defined in Section 3(a)(19) of the Exchange Act.
|
(d)
|
o
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
(e)
|
o
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
(f)
|
o
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
(g)
|
o
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
(h)
|
o
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(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;
|
|
(j)
|
o
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
Item 4.
|
Ownership.
|
(a)
|
Amount beneficially owned:
|
(b)
|
Percent of class:
|
(c)
|
Number of shares as to which such person has:
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certification.
|
Dated:November 14, 2011 |
MAK CAPITAL ONE L.L.C.
|
||
By: /s/ Michael A. Kaufman
|
||
Michael A. Kaufman,
Managing Member
|
||
MAK CAPITAL FUND LP
|
||
By: MAK GP LLC, general partner
|
||
By: /s/ Michael A. Kaufman
|
||
Michael A. Kaufman,
Managing Member
|
||
/s/ Michael A. Kaufman
Michael A. Kaufman
|
||
MAK-ro CAPITAL MASTER FUND LP
|
||
By: /s/ Michael A. Kaufman
|
||
Michael A. Kaufman,
President
|
||
PALOMA INTERNATIONAL L.P.
|
||
By: Paloma Partners Management Company, general partner
|
||
By: /s/ Douglas Ambrose
|
||
Douglas Ambrose,
Managing Director
|
||
S. DONALD SUSSMAN
|
||
By: /s/ Douglas Ambrose
|
||
Douglas Ambrose,
Attorney-in-Fact
|
||
Dated:November 14, 2011 |
MAK CAPITAL ONE L.L.C.
|
||
By: /s/ Michael A. Kaufman
|
||
Michael A. Kaufman,
Managing Member
|
||
MAK CAPITAL FUND LP
|
||
By: MAK GP LLC, general partner
|
||
By: /s/ Michael A. Kaufman
|
||
Michael A. Kaufman,
Managing Member
|
||
/s/ Michael A. Kaufman
Michael A. Kaufman
|
||
MAK-ro CAPITAL MASTER FUND LP
|
||
By: /s/ Michael A. Kaufman
|
||
Michael A. Kaufman,
President
|
||
PALOMA INTERNATIONAL L.P.
|
||
By: Paloma Partners Management Company, general partner
|
||
By: /s/ Douglas Ambrose
|
||
Douglas Ambrose,
Managing Director
|
||
S. DONALD SUSSMAN
|
||
By: /s/ Douglas Ambrose
|
||
Douglas Ambrose,
Attorney-in-Fact
|
||
/s/ Diane R. Erickson, Notary Public
|
|
(signature and office of
|
individual taking acknowledgement
|