1
|
NAME
OF REPORTING PERSON
Foxhill
Opportunity Master Fund, L.P.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
3,860,308
|
|
8
|
SHARED
VOTING POWER
|
||
9
|
SOLE
DISPOSITIVE POWER
3,860,308
|
||
10
|
SHARED
DISPOSITIVE POWER
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,860,308
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
Foxhill
Opportunity Fund, L.P.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
3,860,308
|
|
8
|
SHARED
VOTING POWER
|
||
9
|
SOLE
DISPOSITIVE POWER
3,860,308
|
||
10
|
SHARED
DISPOSITIVE POWER
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,860,308
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
Foxhill
Opportunity Offshore Fund, Ltd.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
3,860,308
|
|
8
|
SHARED
VOTING POWER
|
||
9
|
SOLE
DISPOSITIVE POWER
3,860,308
|
||
10
|
SHARED
DISPOSITIVE POWER
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,860,308
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
Foxhill
Capital (GP), LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
3,860,308
|
|
8
|
SHARED
VOTING POWER
|
||
9
|
SOLE
DISPOSITIVE POWER
3,860,308
|
||
10
|
SHARED
DISPOSITIVE POWER
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,860,308
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
Foxhill
Capital Partners, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,074,721
|
|
8
|
SHARED
VOTING POWER
|
||
9
|
SOLE
DISPOSITIVE POWER
4,074,721
|
||
10
|
SHARED
DISPOSITIVE POWER
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,074,721
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
||
14
|
TYPE
OF REPORTING PERSON
IA,
OO
|
1
|
NAME
OF REPORTING PERSON
Neil
Weiner
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,074,721
|
|
8
|
SHARED
VOTING POWER
|
||
9
|
SOLE
DISPOSITIVE POWER
4,074,721
|
||
10
|
SHARED
DISPOSITIVE POWER
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,074,721
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
Date:
February 6, 2009
|
FOXHILL
OPPORTUNITY MASTER FUND, L.P.
|
||||
By:
Foxhill Opportunity Offshore Fund Ltd., its general partner
|
|||||
By:
Foxhill Capital Partners, LLC, its investment manager
|
|||||
By:
|
/s/
Neil Weiner
|
||||
Name:
|
Neil
Weiner
|
||||
Title:
|
Managing
Member
|
||||
FOXHILL
OPPORTUNITY FUND, L.P.
|
|||||
By:
FOXHILL CAPITAL (GP), LLC, its general partner
|
|||||
By:
|
/s/
Neil Weiner
|
||||
Name:
|
Neil
Weiner
|
||||
Title:
|
Managing
Member
|
||||
FOXHILL
OPPORTUNITY OFFSHORE FUND, LTD.
|
|||||
By:
|
/s/
Neil Weiner
|
||||
Name:
|
Neil
Weiner
|
||||
Title:
|
Director
|
||||
FOXHILL
CAPITAL (GP), LLC
|
|||||
By:
|
/s/
Neil Weiner
|
||||
Name:
|
Neil
Weiner
|
||||
Title:
|
Managing
Member
|
||||
FOXHILL
CAPITAL PARTNERS, LLC
|
|||||
By:
|
/s/
Neil Weiner
|
||||
Name:
|
Neil
Weiner
|
||||
Title:
|
Managing
Member
|
||||
/s/
Neil Weiner
|
|||||
Neil
Weiner
|
Transaction
Date
|
Account
|
Buy/(Sell)
|
Number
of
Shares
|
Price
Per Share
(US
$) (including
commissions)
|
1/28/2009
|
Foxhill
Master Fund
|
BUY
|
5,950
|
1.2543
|
1/29/2009
|
Foxhill
Master Fund
|
BUY
|
425
|
1.2300
|
1/30/2009
|
Foxhill
Master Fund
|
BUY
|
850
|
1.2560
|
2/04/2009
|
Foxhill
Master Fund
|
BUY
|
5,610
|
1.1700
|
2/05/2009
|
Foxhill
Master Fund
|
BUY
|
16,320
|
1.1897
|
1/28/2009
|
Managed
Account
|
BUY
|
1,050
|
1.2543
|
1/29/2009
|
Managed
Account
|
BUY
|
75
|
1.2300
|
1/30/2009
|
Managed
Account
|
BUY
|
150
|
1.2560
|
2/04/2009
|
Managed
Account
|
BUY
|
990
|
1.1700
|
2/05/2009
|
Managed
Account
|
BUY
|
2,880
|
1.1897
|