UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Meson Capital Partners LLC 531 E. STATE STREET ITHACA, NY 14850 |
 |  |  | Member of 10% owner group |
Meson Capital Partners LP 531 E. STATE STREET ITHACA, NY 14850 |
 |  |  | Member of 10% owner group |
Morris Ryan J. 531 E. STATE STREET ITHACA, NY 14850 |
 |  |  | Member of 10% owner group |
/s/ Ryan J. Morris, individually, and as Managing Partner of Meson Capital Partners LLC and Manager of Meson Capital Partners LP | 12/07/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Meson Capital Partners LP ("Meson LP") beneficially owns and has voting and dispositive power over 446,450 shares of Common Stock (the "Meson LP Shares"). Meson LP disclaims beneficial ownership of the Morris Shares (defined below.) As the general partner of Meson LP, Meson Capital Partners LLC ("Meson LLC") may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Meson LP shares. Meson LLC does not own any shares of Common Stock directly and disclaims beneficial ownership of the Meson LP shares. As managing member of Meson LLC, Ryan J. Morris may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by Meson LLC. |
(2) | Mr. Morris individually beneficially owns and has voting and dispositive power over 33,426 shares of Common Stock (the "Morris Shares") Mr. Morris disclaims beneficial ownership of any shares of Common Stock beneficially owned by Meson LLC. As an entity which is managed by Mr. Morris, Meson LLC may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Morris Shares. Meson disclaims beneficial ownership of the Morris Shares. |
(3) | On December 6, 2011, Meson LLC, Meson LP and Mr. Morris (collectively, the "Reporting Persons"), and certain other persons made a joint filing on Schedule 13D with the Securities and Exchange Commission under Section 13(d) of the Securities Exchange Act of 1934, as amended, and therefore may be deemed to beneficially own Common Stock beneficially owned by the other persons in such joint filing. The Reporting Persons disclaim beneficial ownership of any any pecuniary interest in any shares of Common Stock beneficially owned by such other persons. |
(4) | This Form 3 filing shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, other than the Common Stock reported in Table I, or that any Reporting Person is a member of a "group." This Form 3 does not reflect Common Stock owned by any person other than the Reporting Persons. |