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
0
|
|
8
|
SHARED VOTING POWER
3,317,898
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,317,898
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,317,898
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
|
||
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
0
|
|
8
|
SHARED VOTING POWER
3,317,898
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,317,898
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,317,898
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
|
||
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
0
|
|
8
|
SHARED VOTING POWER
3,317,898
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,317,898
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,317,898
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
|
||
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
0
|
|
8
|
SHARED VOTING POWER
3,317,898
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,317,898
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,317,898
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
|
||
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
0
|
|
8
|
SHARED VOTING POWER
3,317,898
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,317,898
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,317,898
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
|
||
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
0
|
|
8
|
SHARED VOTING POWER
3,317,898
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,317,898
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,317,898
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
(a)
|
As of the close of business on June 3, 2010, Foxhill Master Fund beneficially owned 3,317,898 shares of Common Stock.
|
|
(c)
|
The transactions in the shares of Common Stock by Foxhill Master Fund during the past 60 days are set forth in Schedule A and are incorporated by reference.
|
|
(a)
|
As the general partner of Foxhill Master Fund, Foxhill Opportunity may be deemed to beneficially own the 3,317,898 shares of Common Stock owned by Foxhill Master Fund.
|
|
(c)
|
Foxhill Opportunity did not enter into any transactions in the shares of Common Stock during the past 60 days. The transactions in the shares of Common Stock on behalf of Foxhill Master Fund during the past 60 days are set forth on Schedule A and are incorporated by reference.
|
|
(a)
|
As the general partner of Foxhill Master Fund, Foxhill Offshore may be deemed to beneficially own the 3,317,898 shares of Common Stock owned by Foxhill Master Fund.
|
|
(c)
|
Foxhill Offshore did not enter into any transactions in the shares of Common Stock during the past 60 days. The transactions in the shares of Common Stock on behalf of Foxhill Master Fund during the past 60 days are set forth on Schedule A and are incorporated by reference.
|
|
(a)
|
As the general partner of Foxhill Opportunity, Foxhill GP may be deemed to beneficially own the 3,317,898 shares of Common Stock owned by Foxhill Master Fund.
|
|
(c)
|
Foxhill GP did not enter into any transactions in the shares of Common Stock during the past 60 days. The transactions in the shares of Common Stock on behalf of Foxhill Master Fund during the past 60 days are set forth on Schedule A and are incorporated by reference.
|
|
(a)
|
Foxhill Capital, as the investment manager of Foxhill Opportunity, Foxhill Offshore, and Foxhill Master Fund, may be deemed to beneficially own the 3,317,898 shares of Common Stock owned by Foxhill Master Fund.
|
|
(c)
|
Foxhill Capital did not enter into any transactions in the shares of Common Stock during the past 60 days. The transactions in the shares of Common Stock on behalf of Foxhill Master Fund during the past 60 days are set forth on Schedule A and are incorporated by reference.
|
|
(a)
|
Neil Weiner, as the managing member of Foxhill GP and Foxhill Capital, may be deemed to beneficially own the 3,317,898 shares of Common Stock owned by Foxhill Master Fund.
|
|
(c)
|
Mr. Weiner did not enter into any transactions in the shares of Common Stock during the past 60 days. The transactions in the shares of Common Stock on behalf of Foxhill Master Fund during the past 60 days are set forth on Schedule A and are incorporated by reference.
|
Date: June 4, 2010
|
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:
|
Managing Member
|
|
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
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/ Sale
|
|
FOXHILL OPPORTUNITY MASTER FUND, L.P.
|
|||
(100,000)
|
1.3679
|
04/09/2010
|
|
(10,000)
|
1.4000
|
04/27/2010
|
|
(108,900)
|
1.2013
|
06/01/2010
|
|
(133,800)
|
1.2149
|
06/02/2010
|
|
(20,402)
|
1.2000
|
06/03/2010
|