1
|
NAME OF REPORTING PERSON
Vertex Opportunities Fund, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,199,036*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,199,036*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,199,036*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Vertex Special Opportunities Fund III, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
835,585*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
835,585*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
835,585*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Vertex GP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
1,199,036*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,199,036*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,199,036*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Vertex Special Opportunities GP III, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
835,585*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
835,585*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
835,585*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Vertex Capital Advisors, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
2,034,621*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,034,621*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,034,621*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
Eric Singer
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,034,621*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,034,621*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,034,621*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Vertex Opportunities
|
|
(a)
|
As of the close of business on June 17, 2015, Vertex Opportunities may be deemed to beneficially own 1,199,036 Shares, including 966,800 Shares underlying certain sold-short put options.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,199,036 (including 966,800 Shares underlying certain sold-short put options)
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,199,036 (including 966,800 Shares underlying certain sold-short put options)
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Vertex Opportunities has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
B.
|
VSO III
|
|
(a)
|
As of the close of business on June 17, 2015, VSO III may be deemed to beneficially own 835,585 Shares, including 550,000 Shares underlying certain sold-short put options.
|
|
(b)
|
1. Sole power to vote or direct vote: 835,585 (including 550,000 Shares underlying certain sold-short put options)
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 835,585 (including 550,000 Shares underlying certain sold-short put options)
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by VSO III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
Vertex GP
|
|
(a)
|
Vertex GP, as the general partner of Vertex Opportunities, may be deemed the beneficial owner of the 1,199,036 Shares that may be deemed to be beneficially owned by Vertex Opportunities.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,199,036 (including 966,800 Shares underlying certain sold-short put options)
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,199,036 (including 966,800 Shares underlying certain sold-short put options)
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Vertex GP has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
D.
|
VSO GP III
|
|
(a)
|
VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 835,585 Shares that may be deemed to be beneficially owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: 835,585 (including 550,000 Shares underlying certain sold-short put options)
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 835,585 (including 550,000 Shares underlying certain sold-short put options)
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
VSO GP III has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of VSO III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Vertex Capital
|
|
(a)
|
Vertex Capital, as the investment manager of Vertex Opportunities and VSO III, may be deemed the beneficial owner of the (i) 1,199,036 Shares that may be deemed to be beneficially owned by Vertex Opportunities and (ii) 835,585 Shares that may be deemed to be beneficially owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,034,621 (including 1,516,800 Shares underlying certain sold-short put options)
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,034,621 (including 1,516,800 Shares underlying certain sold-short put options)
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Vertex Capital has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of VSO III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Eric Singer
|
|
(a)
|
Mr. Singer, as the managing member of Vertex GP, VSO GP III and Vertex Capital, may be deemed the beneficial owner of the (i) 1,199,036 Shares that may be deemed to be beneficially owned by Vertex Opportunities and (iii) 835,585 Shares that may be deemed to be beneficially owned by VSO III.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,034,621 (including 1,516,800 Shares underlying certain sold-short put options)
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,034,621 (including 1,516,800 Shares underlying certain sold-short put options)
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Singer has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of VSO III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Vertex Opportunities Fund, LP
|
|||
By:
|
Vertex GP, LLC
General Partner
|
||
By:
|
/s/ Eric Singer | ||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex GP, LLC
|
|||
By:
|
/s/ Eric Singer | ||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Special Opportunities Fund III, LP
|
|||
By:
|
Vertex Special Opportunities GP III, LLC
General Partner
|
||
By:
|
/s/ Eric Singer | ||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Special Opportunities GP III, LLC
|
|||
By:
|
/s/ Eric Singer | ||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
Vertex Capital Advisors, LLC
|
|||
By:
|
/s/ Eric Singer | ||
Name:
|
Eric Singer
|
||
Title:
|
Managing Member
|
/s/ Eric Singer | |
Eric Singer
|
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Sale of September 2015 Put Option ($6.00 Strike Price) (1)
|
(1,000)(2)
|
0.8348
|
06/12/2015
|
Sale of December 2015 Put Option ($5.00 Strike Price) (1)
|
(1,000)(2)
|
0.4500
|
06/12/2015
|
Sale of September 2015 Put Option ($6.00 Strike Price) (1)
|
(2,000)(3)
|
0.6350
|
06/16/2015
|
Sale of December 2015 Put Option ($6.00 Strike Price) (1)
|
(1,000)(2)
|
0.8500
|
06/16/2015
|
|
1
|
Represents a short sale.
|
|
2
|
This sold short put option represents the obligation to purchase 100,000 Shares, which may be deemed to be beneficially owned by VSO III.
|
|
3
|
This sold short put option represents the obligation to purchase 200,000 Shares, which may be deemed to be beneficially owned by VSO III.
|