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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 | |
Walsh Patrick 141 W. JACKSON BLVD. STE. 1702 CHICAGO, IL 60604 |
X | X | ||
PW Partners Atlas Fund III, LP 141 W. JACKSON BLVD. STE. 1702 CHICAGO, IL 60604 |
X | |||
PW Partners Atlas Funds, LLC 141 W. JACKSON BLVD. STE. 1702 CHICAGO, IL 60604 |
X | |||
PW Partners Master Fund (QP), L.P. 141 W. JACKSON BLVD. STE. 1702 CHICAGO, IL 60604 |
X | |||
PW Partners, LLC 141 W. JACKSON BLVD. STE. 1702 CHICAGO, IL 60604 |
X | |||
PW Partners Capital Management LLC 141 W. JACKSON BLVD. STE. 1702 CHICAGO, IL 60604 |
X |
By: /s/ Patrick Walsh | 03/14/2016 | |
**Signature of Reporting Person | Date | |
By: PW Partners Atlas Fund III LP, By: PW Partners Atlas Funds, LLC, General Partner, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer | 03/14/2016 | |
**Signature of Reporting Person | Date | |
By: PW Partners Master Fund (QP) LP, By: PW Partners, LLC, General Partner, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer | 03/14/2016 | |
**Signature of Reporting Person | Date | |
By: PW Partners, LLC, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer | 03/14/2016 | |
**Signature of Reporting Person | Date | |
By: PW Partners Atlas Funds, LLC, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer | 03/14/2016 | |
**Signature of Reporting Person | Date | |
By: PW Partners Capital Management LLC, By: /s/ Patrick Walsh, Managing Member | 03/14/2016 | |
**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 jointly by PW Partners Atlas Fund III LP ("Atlas Fund III"), PW Partners Master Fund (QP) LP ("Master Fund QP"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners, LLC ("PW Partners GP"), PW Partners Capital Management LLC ("PW Capital Management") and Patrick Walsh (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
(2) | Represents securities held in an account (the "Separately Managed Account") separately managed by PW Capital Management. As the Investment Manager of the Separately Managed Account, PW Capital Management may be deemed to beneficially own the securities held in the Separately Managed Account. Mr. Walsh, as the Managing Member of PW Capital Management, may be deemed to beneficially own the securities held in the Separately Managed Account. |
(3) | Represents securities owned directly by Atlas Fund III. As the General Partner of Atlas Fund III, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund III. As the Investment Manager of Atlas Fund III, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund III. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund III. |
(4) | Represents securities owned directly by Master Fund QP. As the General Partner of Master Fund QP, PW Partners GP may be deemed to beneficially own the securities owned directly by Master Fund QP. As the Investment Manager of Master Fund QP, PW Capital Management may be deemed to beneficially own the securities owned directly by Master Fund QP. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of PW Partners GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Master Fund QP. |
(5) | These shares were issued pursuant to the Registrant's 2006 Stock Incentive Plan, as amended, as an award to Mr. Walsh for his service on the Board of Directors. |