Page 5 of 7 – SEC Filing
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to
read as follows:
The aggregate purchase price of the 2,061,832
Shares held directly by Raging Master is approximately $22,491,365, including brokerage commissions. Such Shares were acquired with
the working capital of Raging Master.
The aggregate purchase price of the 24,153
Shares owned directly by Kenneth H. Traub that he purchased in the open market is approximately $172,699, including brokerage commissions.
Such Shares were acquired with Mr. Traub’s personal funds. Mr. Traub also owns directly 12,000 Shares and currently exercisable
stock options to purchase an additional 84,000 Shares that were awarded to him in his capacity as a director of the Issuer.
Raging Master effects purchases of securities
primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required
to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the
prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security
for the repayment of debit balances in the accounts.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) and (c) are hereby amended and
restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 22,322,982 Shares outstanding as of November
2, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on November 9, 2017.
As of the close of business on the date
hereof, each of Raging Capital and William C. Martin may be deemed to beneficially own the 2,061,832 Shares, constituting approximately
9.2% of the Shares outstanding, held by Raging Master by virtue of their relationships with Raging Master discussed in further
detail in Item 2.
As of the close of business on the date
hereof, Kenneth H. Traub may be deemed to beneficially own 120,153 Shares (consisting of 24,153 Shares he purchased in the open
market, 12,000 Shares he received in his capacity as a director of the Issuer and 84,000 Shares underlying currently exercisable
stock options he received in his capacity as a director of the Issuer), constituting less than 1% of the Shares outstanding.
Each of the Reporting Persons, as a member
of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d)
of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. Without limiting the foregoing
sentence, Raging Master specifically disclaims beneficial ownership of the securities of the Issuer held by it by virtue of its
inability to vote or dispose of such securities as a result of the IMA.
(c) Schedule
B annexed hereto lists all transactions in the Shares during the past 60 days by the Reporting Persons. All of such transactions
were effected in the open market.
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