Page 4 of 6 – SEC Filing
The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 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 3,307,857 Shares owned directly by Raging Master is approximately $6,742,668, including brokerage commissions. Such
Shares were acquired with the working capital of Raging Master.
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 23,211,780 Shares outstanding as of July
31, 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 August 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 3,307,857 Shares,
constituting approximately 14.3% of the Shares outstanding, held by Raging Master by virtue of their relationships with Raging
Master discussed in further detail in Item 2.
Each of the Reporting
Persons, as a member of a “group” with the other Reporting Person 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 Person. 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 by the Reporting Persons during the past 60 days. All of such transactions
were effected in the open market.
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