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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Singer Eric 825 THIRD AVENUE 33RD FLOOR NEW YORK, NY 10022 |
X | See Explanation of Responses | ||
Vertex Opportunities Fund, LP C/O VERTEX CAPITAL ADVISORS, LLC 825 THIRD AVENUE, 33RD FLOOR NEW YORK, NY 10022 |
X | See Explanation of Responses | ||
Vertex GP, LLC 825 THIRD AVE. 33RD FLOOR NEW YORK, NY 10022 |
X | See Explanation of Responses | ||
Vertex Capital Advisors, LLC 825 THIRD AVENUE 33RD FLOOR NEW YORK, NY 10022 |
X | See Explanation of Responses |
By: /s/ Eric Singer | 10/29/2015 | |
**Signature of Reporting Person | Date | |
Vertex Opportunities Fund, LP; By: Vertex GP, LLC; By: /s/ Eric Singer, Managing Member | 10/29/2015 | |
**Signature of Reporting Person | Date | |
Vertex GP, LLC; By: /s/ Eric Singer, Managing Member | 10/29/2015 | |
**Signature of Reporting Person | Date | |
Vertex Capital Advisors, LLC; By /s/ Eric Singer, Managing Member | 10/29/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | This Form 4 is filed jontly by Vertex Opportunities Fund, LP ("Vertex Opportunities"), Vertex GP, LLC ("Vertex GP"), Vertex Capital Advisors, LLC ("Vertex Capital"), and Eric Singer (collectively, the "Reporting Persons") who are filing this report because each of the Reporting Persons is a member of a Section 13(d) group, disclosed in a Schedule 13D filed on behalf of the Reporting Persons and certain other stockholders of the Issuer on October 5, 2015, as it may further be amended, which beneficially owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. The securities reported herein do not include any securities held by any group member other than the Reporting Persons, as such shares are being reported in separate filings. |
(2) | Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. |
(3) | Shares of Common Stock beneficially owned directly by Vertex Opportunities. Vertex GP, as the general partner of Vertex Opportunities, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Vertex Opportunities. Vertex Capital, as the investment manager of Vertex Opportunities, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Vertex Opportunities. Mr. Singer, as the managing member of each of Vertex GP and Vertex Capital, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Vertex Opportunities. |