1.
|
names of Reporting Persons
The D3 Family Fund, L.P.
|
|||
2.
|
check the appropriate box if a member of a group
|
(a)[x]
(b)◻ |
||
3.
|
sec use only
|
|||
4.
|
citizenship or place of organization
Washington
|
|||
NUMBER OF |
5.
|
sole voting power
0
|
||
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
425,601
|
||
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
||
WITH
|
8.
|
shared dispositive power
425,601
|
||
9.
|
aggregate amount beneficially owned by each reporting person
425,601
|
|||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ◻
|
|||
11.
|
percent of class represented by amount in row (9)
1.5%
|
|||
12.
|
type of Reporting Person
PN
|
1.
|
names of Reporting Persons
The D3 Family Bulldog Fund, L.P.
|
|||
2.
|
check the appropriate box if a member of a group
|
(a)[x]
(b)◻ |
||
3.
|
sec use only
|
|||
4.
|
citizenship or place of organization
Washington
|
|||
NUMBER OF |
5.
|
sole voting power
0
|
||
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
851,060
|
||
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
||
WITH
|
8.
|
shared dispositive power
851,060
|
||
9.
|
aggregate amount beneficially owned by each reporting person
851,060
|
|||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ◻
|
|||
11.
|
percent of class represented by amount in row (9)
3.0%
|
|||
12.
|
type of Reporting Person
PN
|
1.
|
names of Reporting Persons
Benedict Value Fund, L.P.
|
|||
2.
|
check the appropriate box if a member of a group
|
(a)[x]
(b)◻ |
||
3.
|
sec use only
|
|||
4.
|
citizenship or place of organization
Delaware
|
|||
NUMBER OF |
5.
|
sole voting power
0
|
||
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
122,555
|
||
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
||
WITH
|
8.
|
shared dispositive power
122,555
|
||
9.
|
aggregate amount beneficially owned by each reporting person
122,555
|
|||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ◻
|
|||
11.
|
percent of class represented by amount in row (9)
LESS THAN 1%
|
|||
12.
|
type of Reporting Person
PN
|
1.
|
names of Reporting Persons
Haredale Ltd.
|
|||
2.
|
check the appropriate box if a member of a group
|
(a)[x]
(b)◻ |
||
3.
|
sec use only
|
|||
4.
|
citizenship or place of organization
Bahamas
|
|||
NUMBER OF |
5.
|
sole voting power
43,870
|
||
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
|
||
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
||
WITH
|
8.
|
shared dispositive power
43,870
|
||
9.
|
aggregate amount beneficially owned by each reporting person
43,870
|
|||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ◻
|
|||
11.
|
percent of class represented by amount in row (9)
Less than 1%
|
|||
12.
|
type of Reporting Person
CO
|
1.
|
names of Reporting Persons
Nierenberg Investment Management Company, Inc.
|
|||
2.
|
check the appropriate box if a member of a group
|
(a)[x]
(b)◻ |
||
3.
|
sec use only
|
|||
4.
|
citizenship or place of organization
Washington
|
|||
NUMBER OF |
5.
|
sole voting power
0
|
||
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
1,399,216
|
||
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
||
WITH
|
8.
|
shared dispositive power
1,443,086
|
||
9.
|
aggregate amount beneficially owned by each reporting person
1,443,086
|
|||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ◻
|
|||
11.
|
percent of class represented by amount in row (9)
5.2%
|
|||
12.
|
type of Reporting Person
CO
|
1.
|
names of Reporting Persons
David Nierenberg
|
|||
2.
|
check the appropriate box if a member of a group
|
(a)[x]
(b)◻ |
||
3.
|
sec use only
|
|||
4.
|
citizenship or place of organization
United Stated of America
|
|||
NUMBER OF |
5.
|
sole voting power
0
|
||
SHARES
BENEFICIALLY OWNED BY |
6.
|
shared voting power
1,399,216
|
||
EACH
REPORTING PERSON |
7.
|
sole dispositive power
0
|
||
WITH
|
8.
|
shared dispositive power
1,443,086
|
||
9.
|
aggregate amount beneficially owned by each reporting person
|
|||
10.
|
check box if the aggregate amount in row (9) excludes certain shares ◻
|
|||
11.
|
percent of class represented by amount in row (9)
5.2%
|
|||
12.
|
type of Reporting Person
IN
|
(a) |
Name of Issuer:
|
(b) |
Address of Issuer's Principal Executive Offices:
|
(a), (c) |
Name of Person Filing and Citizenship:
|
•
|
The D3 Family Fund, L.P., a Washington limited partnership (the “Family Fund”);
|
•
|
The D3 Family Bulldog Fund, L.P., a Washington limited partnership (the “Bulldog Fund”);
|
•
|
The Benedict Value Fund, L.P., a Delaware limited partnership (the “Benedict Fund”);
|
•
|
Haredale Limited, a Bahamian corporation (the “Managed Account”),
|
•
|
Nierenberg Investment Management Company, Inc., a Washington corporation (“NIMCO”) which is the sole general partner of the
Family Fund and the Bulldog Fund;
|
•
|
David Nierenberg, a United States citizen (“Mr. Nierenberg”), who is the President of NIMCO.
|
(b) |
Address of Principal Business Office or, if None, Residence:
|
(d) |
Title of Class of Securities: Common Stock, $0.01 par value
(the “Common Stock”)
|
(e) |
CUSIP Number: 73754Y100
|
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: N/A
|
(a) | ◻ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
(b) | ◻ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | ◻ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | ◻ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | ◻ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) | ◻ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) | ◻ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) | ◻ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | ◻ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | ◻ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
(k) | ◻ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____. |
Item 4. |
Ownership.
|
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 or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification.
|
D3 FAMILY FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg
|
||
President
|
D3 FAMILY BULLDOG FUND, L.P.*
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg
|
||
President
|
BENEDICT VALUE FUND, L.P.*
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg
|
||
President
|
HAREDALE LTD.*
By: Nierenberg Investment Management Company, Inc.,
its Investment Manager
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg
|
||
President
|
NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC.*
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg
|
||
President
|
/s/ David Nierenberg
|
|
DAVID NIERENBERG*
|
D3 FAMILY FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg
|
||
President
|
D3 FAMILY BULLDOG FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg
|
||
President
|
BENEDICT VALUE FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg
|
||
President
|
HAREDALE LTD.
By: Nierenberg Investment Management Company, Inc.,
its Investment Manager
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg
|
||
President
|
NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC.
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg
|
||
President
|
/s/ David Nierenberg
|
|
DAVID NIERENBERG
|