Filing Details

Accession Number:
0000921895-18-000879
Form Type:
13D Filing
Publication Date:
2018-03-07 17:12:47
Filed By:
Committee For Aegean Accountability
Company:
Aegean Marine Petroleum Network Inc. (NYSE:ANW)
Filing Date:
2018-03-07
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
THE COMMITTEE FOR AEGEAN ACCOUNTABILITY 5,181,125 5,181,125 1,810,000 5,181,125 12.7%
TYLER BARON 160,000 160,000 1,057,507 160,000 Less than 1%
JUSTIN MOORE 800,000 800,000 2,018,289 800,000 2.0%
AUGUST ROTH 850,000 850,000 2,018,289 850,000 2.1%
RBM Holdings 865,000 865,000 1,810,000 4.5%
SHAH CAPITAL OPPORTUNITY FUND 865,000 865,000 865,000 2.1%
SHAH CAPITAL 1,057,507 1,057,507 865,000 2.1%
SHAH CAPITAL MANAGEMENT INC 35,594 35,594 1,057,507 2.6%
HIMANSHU H. SHAH 313,000 313,000 1,093,101 2.7%
TOWLE CAPITAL PARTNERS 324,700 324,700 313,000 Less than 1%
TOWLE DEEP VALUE FUND 2,018,289 2,018,289 324,700 Less than 1%
TOWLE CO 69,000 69,000 2,018,289 5.0%
JOSEPH E. TOWLE 27,735 27,735 2,087,289 5.1%
CHRISTOPHER D. TOWLE 160,000 160,000 2,046,024 5.0%
RAYMOND J. BARTOSZEK 3,000 3,000 160,000 Less than 1%
THE KIRSHNER LIVING TRUST DTD 3,000 3,000 3,000 Less than 1%
DAVID K. KIRSHNER 3,000 Less than 1%
DONALD A. MOORE 0%
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

Aegean Marine Petroleum Network Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y0017S102

(CUSIP Number)

THE committee for aegean accountability

c/o Tyler Baron

1 Ferry Building, Suite 255

San Francisco, California 94111

(415) 677-5490

 

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 7, 2018

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
  1   NAME OF REPORTING PERSON  
         
        THE COMMITTEE FOR AEGEAN ACCOUNTABILITY  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,181,125  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,181,125  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,181,125  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        12.7%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

2
  1   NAME OF REPORTING PERSON  
         
        TYLER BARON  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         160,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          160,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        160,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

3

 

  1   NAME OF REPORTING PERSON  
         
        JUSTIN MOORE  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         800,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          800,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        800,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

4

 

  1   NAME OF REPORTING PERSON  
         
        AUGUST ROTH  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         850,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          850,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        850,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

5

 

  1   NAME OF REPORTING PERSON  
         
        RBM Holdings LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,810,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,810,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,810,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.5%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

 

  1   NAME OF REPORTING PERSON  
         
        SHAH CAPITAL OPPORTUNITY FUND LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         865,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          865,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        865,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

7

 

  1   NAME OF REPORTING PERSON  
         
        SHAH CAPITAL LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         865,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          865,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        865,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

8

 

  1   NAME OF REPORTING PERSON  
         
        SHAH CAPITAL MANAGEMENT INC.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        NORTH CAROLINA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,057,507  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,057,507  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,057,507  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.6%  
  14   TYPE OF REPORTING PERSON  
         
        IA  

  

9

 

  1   NAME OF REPORTING PERSON  
         
        HIMANSHU H. SHAH  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         35,594  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,057,507  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          35,594  
    10   SHARED DISPOSITIVE POWER  
           
          1,057,507  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,093,101  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.7%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

10

 

  1   NAME OF REPORTING PERSON  
         
        TOWLE CAPITAL PARTNERS LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         313,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          313,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        313,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

11

 

  1   NAME OF REPORTING PERSON  
         
        TOWLE DEEP VALUE FUND  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         324,700  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          324,700  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        324,700  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IV  

  

12

 

  1   NAME OF REPORTING PERSON  
         
        TOWLE & CO.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        MISSOURI  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,018,289  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,018,289  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,018,289  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.0%  
  14   TYPE OF REPORTING PERSON  
         
        IA  

  

13

 

  1   NAME OF REPORTING PERSON  
         
        JOSEPH E. TOWLE  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         69,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,018,289  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          69,000  
    10   SHARED DISPOSITIVE POWER  
           
          2,018,289  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,087,289  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

14

 

  1   NAME OF REPORTING PERSON  
         
        CHRISTOPHER D. TOWLE  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         27,735  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,018,289  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          27,735  
    10   SHARED DISPOSITIVE POWER  
           
          2,018,289  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,046,024  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

15

 

  1   NAME OF REPORTING PERSON  
         
        RAYMOND J. BARTOSZEK  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         160,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          160,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        160,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

16

 

  1   NAME OF REPORTING PERSON  
         
        THE KIRSHNER LIVING TRUST DTD 4/29/2015  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        FLORIDA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

17

 

  1   NAME OF REPORTING PERSON  
         
        DAVID K. KIRSHNER  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

18

 

  1   NAME OF REPORTING PERSON  
         
        DONALD A. MOORE  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        UNITED KINGDOM  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

19

 

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 2.Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)       On December 20, 2017, the filing persons formed The Committee for Aegean Accountability (the “Committee”) pursuant to a Group Agreement, as amended by the Joinder Agreement dated January 31, 2018, further defined and described below in Item 6. The members of the Committee include:

(i)Tyler Baron, as a nominee for the Board of Directors of the Issuer (the “Board”), with respect to the Shares directly and beneficially owned by him;
(ii)August Roth, with respect to the Shares directly and beneficially owned by him;
(iii)Justin Moore, with respect to the Shares directly and beneficially owned by him;
(iv)RBM Holdings LLC (“RBM”), a Delaware limited liability company, with respect to the Shares beneficially owned by it;
(v)Shah Capital Opportunity Fund LP (“Shah Opportunity”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;
(vi)Shah Capital LLC (“Shah Capital”), a Delaware limited liability company, as the general partner of Shah Opportunity, with respect to the Shares directly and beneficially owned by it;
(vii)Shah Capital Management Inc. (“Shah Management”), a North Carolina corporation, as the investment manager of Shah Opportunity and of a certain managed account (the “Shah Management Account”), with respect to the Shares directly and beneficially owned by it;
(viii)Himanshu H. Shah, as President and Chief Investment Officer of Shah Management and as Managing Member of Shah Capital, with respect to the Shares directly and beneficially owned by him;
(ix)Towle Capital Partners LP (“Towle Capital”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;
(x)Towle Deep Value Fund (“Towle Value”), a Delaware statutory trust and registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), with respect to the Shares directly and beneficially owned by it;
20

 

(xi)Towle & Co. (“Towle”), a Missouri corporation, as the general partner of Towle Capital, the investment manager of Towle Value and of a certain managed account (the “Towle Account”) a, with respect to the Shares directly and beneficially owned by it;
(xii)Joseph E. Towle, as an owner of Towle, with respect to the Shares directly and beneficially owned by him;
(xiii)Christopher D. Towle, as an owner of Towle, with respect to the Shares directly and beneficially owned by him;
(xiv)Raymond J. Bartoszek, as a nominee for the Board, with respect to the Shares directly and beneficially owned by him;
(xv)The Kirshner Living Trust dtd 04/29/2015, a Florida Trust (the “Kirshner Trust”), with respect to the Shares directly and beneficially owned by it;
(xvi)David K. Kirshner, as a nominee for the Board and as trustee of the Kirshner Trust; and
(xvii)Donald A. Moore, as a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of Mr. Baron is 1 Ferry Building, Suite 255, San Francisco, California 94111. The address of the principal office of Messrs. Roth and Moore is 1050 Chestnut St., Menlo Park, California 94025. The address of the principal office of each of Shah Opportunity, Shah Capital, Shah Management and Mr. Shah is 8601 Six Forks Road, Suite 630, Raleigh, North Carolina 27615. The address of the principal office of each of Towle Capital, Towle Value, Towle and Messrs. J. Towle and C. Towle is 1610 Des Peres Road, Suite 250, St. Louis, Missouri 63131. The address of the principal office of RBM is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808. Mr. Bartoszek’s principal business address is 343 Greenwich Ave., Suite 200, Greenwich, Connecticut 06830. The principal business address of each of the Kirshner Trust and Mr. Kirshner is 178 N Washington Drive, Sarasota, Florida 34236. Mr. D. Moore’s principal business address is 100 Eaton Square, London, SW1W9AA.

(c)       The principal business of Mr. Baron is serving as the Portfolio Manager of Sentinel Rock Capital, LLC. The principal business of Mr. Roth is as an investor. The principal business of Mr. Moore is as an investor. The principal business of each of Shah Opportunity, Shah Capital and Shah Management is investing in securities. The principal occupation of Mr. Shah is serving as the President and Chief Investment Officer of Shah Capital. The principal business of each of Towle Capital, Towle Value and Towle is investing in securities. The principal business of Mr. C. Towle is serving as President and Chief Executive Officer of Towle. The principal business of Mr. J. Towle is founder and owner of Towle. The principal business of RBM is holding the assets of its members. The principal occupation of Mr. Bartoszek is serving as Managing General Partner of RLB Holdings, LLC. The principal business of the Kirshner Trust is holding, managing and distributing the property of the trust and the proceeds therefrom. The principal occupation of Mr. Kirshner is serving as an Affiliate Partner of Lindsay Goldberg LLC. The principal occupation of Mr. D. Moore is serving as an investor and Chairman of the Institute of Contemporary Arts (London).

21

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Baron, Roth, J. Moore, Shah, J. Towle, C. Towle, Bartoszek and Kirshner are citizens of the United States of America. Mr. D. Moore is a citizen of the United Kingdom. Shah Opportunity, Shah Capital, Towle Capital, Towle Value and RBM are organized under the laws of the State of Delaware. Shah Management is organized under the laws of the State of North Carolina. Towle is organized under the laws of the State of Missouri.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Mr. Baron were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 160,000 Shares beneficially owned by Mr. Baron is approximately $688,770, excluding brokerage commissions.

The Shares purchased by Mr. Roth were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 850,000 Shares beneficially owned by Mr. Roth is approximately $3,932,935, including brokerage commissions.

The Shares purchased by Mr. J. Moore were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 800,000 Shares beneficially owned by Mr. Moore is approximately $3,326,571, including brokerage commissions.

The Shares purchased by each of Shah Opportunity and held in the Shah Management Account were purchased with the investment capital of Shah Management clients (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 865,000 Shares beneficially owned by Shah Opportunity is approximately $4,081,983, including brokerage commissions. The aggregate purchase price of the 192,507 Shares held in the Shah Management Account is approximately $1,542,170, including brokerage commissions.

The Shares purchased by Mr. Shah were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 35,594 Shares directly beneficially owned by Mr. Shah and is approximately $156,614, including brokerage commissions.

The Shares purchased by each of Towle Capital, Towle Value and held in the Towle Account were purchased with the investment capital of Towle clients (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 313,000 Shares beneficially owned Towle Capital is approximately $2,014,123, excluding brokerage commissions. The aggregate purchase price of the 324,700 Shares beneficially owned Towle Value is approximately $2,503,795, excluding brokerage commissions. The aggregate purchase price of the 1,380,589 Shares held in the Towle Account is approximately $9,454,261, excluding brokerage commissions.

22

The Shares purchased by each of Messrs. J. Towle and C. Towle were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 69,000 Shares owned directly and beneficially by Mr. J. Towle, including the 10,100 Shares owned by Ellwood House Association (“Ellwood”), a non-profit organization of which Mr. J. Towle is the investment manager, is approximately $404,492, including brokerage commissions. The aggregate purchase price of the 27,735 Shares owned directly and beneficially by Mr. C. Towle, including (i) 4,500 Shares directly owned by his spouse, and (ii) 1,235 Shares owned by Towle Institutional Partners, LP (“Towle Partners”), of which Mr. C. Towle is the general partner and investment manager, is approximately $171,714, including brokerage commissions.

The Shares purchased by Mr. Bartoszek were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 160,000 Shares beneficially owned by Mr. Bartoszek is approximately $751,104, including brokerage commissions.

The Shares purchased by the Kirshner Trust were purchased with the personal funds of Mr. Kirshner (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 3,000 Shares beneficially owned by the Kirshner Trust is approximately $14,275, including brokerage commissions.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 40,640,422 Shares outstanding as of September 30, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission on November 15, 2017.

A.Mr. Baron
(a)As of the close of business on March 7, 2018, Mr. Baron directly owned 160,000 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 160,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 160,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Mr. Baron has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
23

 

B.Mr. J. Moore
(a)As of the close of business on March 7, 2018, Mr. J. Moore directly owned 800,000 Shares.

Percentage: Approximately 2.0%

(b)1. Sole power to vote or direct vote: 800,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 800,000
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Mr. J. Moore since the filing of Amendment No. 1 to Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
C.Mr. Roth
(a)As of the close of business on March 7, 2018, Mr. Roth directly owned 850,000 Shares.

Percentage: Approximately 2.1%

(b)1. Sole power to vote or direct vote: 850,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 850,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Mr. Roth has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
D.RBM
(a)RBM, as the holder of the assets of each of Messrs. Baron, J. Moore and Roth, may be deemed the beneficial owner of 1,810,000 Shares consisting of the (i) 160,00 Shares owned by Mr. Baron, (ii) 850,000 Shares owned by Mr. Roth and (iii) 800,000 Shares owned by Mr. J. Moore.

Percentage: Approximately 4.5%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,810,000
3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 1,810,000

 

(c)RBM has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Mr. J. Moore since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
E.Shah Opportunity
(a)As of the close of business on March 7, 2018, Shah Opportunity beneficially owned 865,000 Shares.
24

Percentage: Approximately 2.1%

(b)1. Sole power to vote or direct vote: 865,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 865,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Shah Opportunity has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
F.Shah Capital
(a)Shah Capital, as the general partner of Shah Opportunity, may be deemed the beneficial owner of the 865,000 Shares owned by Shah Opportunity

Percentage: Approximately 2.1%

(b)1. Sole power to vote or direct vote: 865,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 865,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Shah Capital has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
G.Shah Management
(a)As of the close of business on March 7, 2018, 192,507 Shares were held in the Shah Management Account. Shah Management, as the investment manager of Shah Opportunity, may be deemed the beneficial owner of 1,057,507 Shares consisting of 865,000 Shares owned by Shah Opportunity.

Percentage: Approximately 2.6%

(b)1. Sole power to vote or direct vote: 1,057,507
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,057,507
4. Shared power to dispose or direct the disposition: 0

 

(c)Shah Management has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
H.Mr. Shah
(a)As of the close of business on March 7, 2018, Mr. Shah directly owned 35,594 Shares. Mr. Shah, as President and Chief Investment Officer of Shah Management and the managing member Shah Capital, may be deemed the beneficial owner of 1,093,101 Shares consisting of (i) 865,000 Shares owned by Shah Opportunity and (ii) 192,507 Shares held in the Shah Management Account.

Percentage: Approximately 2.7%

25
(b)1. Sole power to vote or direct vote: 35,594
2. Shared power to vote or direct vote: 1,057,507
3. Sole power to dispose or direct the disposition: 35,594
4. Shared power to dispose or direct the disposition: 1,057,507

 

(c)Mr. Shah has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
I.Towle Capital
(a)As of the close of business on March 7, 2018, Towle Capital beneficially owned 313,000 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 313,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 313,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Towle Capital has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
J.Towle Value
(a)As of the close of business on March 7, 2018, Towle Value beneficially owned 324,700 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 324,700
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 324,700
4. Shared power to dispose or direct the disposition: 0

 

(c)Towle Value has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
K.Towle
(a)As of the close of business on March 7, 2018, 1,380,589 Shares were held in the Towle Account. Towle, as the general partner of Towle Capital and investment manager of Towle Value, may be deemed the beneficial owner of 2,018,289 Shares consisting of (i) 313,000 shares owned by Towle Capital and (ii) 324,700 shares owned by Towle Value.

Percentage: Approximately 5.0%

(b)1. Sole power to vote or direct vote: 2,018,289
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,018,289
4. Shared power to dispose or direct the disposition: 0

 

26

 

(c)The transactions in the Shares by Towle through the Towle Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
L.Mr. J. Towle
(a)As of the close of business on March 7, 2018, Mr. J. Towle directly owned 58,900 Shares and, as the investment manager of Ellwood, may be deemed the beneficial owner of the 10,100 Shares held by Ellwood. Mr. J. Towle, as a partner of Towle, may be deemed the beneficial owner of 2,087,289 Shares including (i) 1,380,589 Shares held in the Towle Account; (ii) 313,000 Shares owned by Towle Capital and (iii) 324,700 Shares owned by Towle Value.

Percentage: Approximately 5.1%

(b)1. Sole power to vote or direct vote: 69,000
2. Shared power to vote or direct vote: 2,018,289
3. Sole power to dispose or direct the disposition: 69,000
4. Shared power to dispose or direct the disposition: 2,018,289
(c)Mr. J. Towle has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Towle through the Towle Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
M.Mr. C. Towle
(a)As of the close of business on March 7, 2018, Mr. C. Towle directly owned 26,500 Shares, including 4,500 Shares owned by his spouse. Mr. C. Towle, as general partner of Towle Partners, may be deemed the beneficial owner of the 1,235 Shares held by Towle Partners. Mr. C. Towle, as a partner of Towle, may be deemed the beneficial owner of 2,046,024 Shares including (i) 1,380,589 Shares held in the Towle Account; (ii) 313,000 Shares owned by Towle Capital and (iii) 324,700 Shares owned by Towle Value.

Percentage: Approximately 5.1%

(b)1. Sole power to vote or direct vote: 27,735
2. Shared power to vote or direct vote: 2,018,289
3. Sole power to dispose or direct the disposition: 27,735

4. Shared power to dispose or direct the disposition: 2,018,289

 

(c)Mr. C. Towle has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Towle through the Towle Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
N.Mr. Bartoszek
(a)As of the close of business on March 7, 2018, Mr. Bartoszek directly owned 160,000 Shares.
27

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 160,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 160,000

4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Mr. Bartoszek since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
O.Kirshner Trust
(a)As of the close of business on March 7, 2018, the Kirshner Trust beneficially owned 3,000 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 3,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,000

4. Shared power to dispose or direct the disposition: 0

 

(c)The Kirshner Trust has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
P.Mr. Kirshner
(a)Mr. Kirshner, as the trustee of the Kirshner Trust, may be deemed the beneficial owner of the 3,000 Shares owned by the Kirshner Trust.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 3,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Mr. Kirshner has not entered into any transactions in the Shares since the filing of Amendment No. 1 the Schedule 13D.
Q.Mr. D. Moore
(a)As of the close of business on March 7, 2018, Mr. D. Moore did not own any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0

 

28

 

(c)Mr. D. Moore has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.

As of the close of business on March 7, 2018, the Reporting Persons collectively beneficially owned an aggregate of 5,181,125 Shares, constituting approximately 12.7% of the Shares outstanding.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1       Joinder Agreement to the Group Agreement, dated March 7, 2018.

29

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 7, 2018

   
   
 

/s/ Tyler Baron

  Tyler Baron

 

 

 

/s/ August Roth

  August Roth

 

 

 

/s/ Justin Moore

  Justin Moore

 

 

  RBM Holdings LLC
   
  By:

/s/ Tyler Baron

    Name: Tyler Baron
    Title: Member

 

 

  Shah Capital Opportunity Fund LP
   
  By: Shah Capital LLC, its General Partner
     
  By:

/s/ Himanshu H. Shah

    Name: Himanshu H. Shah
    Title: Managing Member

 

 

  Shah Capital LLC
   
  By:

/s/ Himanshu H. Shah

    Name: Himanshu H. Shah
    Title: Managing Member

 

 

  Shah Capital Management
   
  By:

/s/ Himanshu H. Shah

    Name: Himanshu H. Shah
    Title: President and Chief Investment Officer

 

 

 

/s/ Himanshu H. Shah

  Himanshu H. Shah

 

30

 

  Towle Capital Partners LP
   
  By: Towle & Co., its General Partner
     
  By:

/s/ Christopher D. Towle

    Name: Christopher D. Towle
    Title: President and CEO

 

 

  Towle Deep Value Fund
   
  By: Towle & Co., its Investment Manager
     
  By:

/s/ Christopher D. Towle

    Name: Christopher D. Towle
    Title: President and CEO

 

 

  Towle & Co.
   
  By:

/s/ Christopher D. Towle

    Name: Christopher D. Towle
    Title: President and CEO

 

 

 

/s/ Joseph E. Towle

  Joseph E. Towle

 

 

 

/s/ Christopher D. Towle

  Christopher D. Towle

 

 

 

/s/ Raymond J. Bartoszek

  Raymond J. Bartoszek

 

31

 

  The Kirshner Living Trust dtd 04/29/2015
   
  By:

/s/ David K. Kirshner

    Name: David K. Kirshner
    Title: Trustee

 

 

 

/s/ David K. Kirshner

  David K. Kirshner

 

 

 

/s/ Donald A. Moore

  Donald A. Moore

 

32

 

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 1 to the Schedule 13D

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

 

justin moore

 

Purchase of Common Stock 25,000 4.7500 02/05/2018
Purchase of Common Stock 25,000 4.7000 02/05/2018
Purchase of Common Stock 6,094 4.6500 02/05/2018
Purchase of Common Stock 25,000 4.6000 02/06/2018
Purchase of Common Stock 3,317 4.5500 02/06/2018
Purchase of Common Stock 3,030 4.5500 02/08/2018

 

TOWLE & CO.
(Through the Towle Account)

 

Sale of Common Stock (720) 4.2288 02/09/2018
Sale of Common Stock (6,256) 4.5504 02/12/2018
Sale of Common Stock (4,000) 4.5500 02/13/2018
Sale of Common Stock (100) 4.5500 02/14/2018
Sale of Common Stock (13,244) 4.5404 02/15/2018
Sale of Common Stock (3,200) 4.5078 02/15/2018
Purchase of Common Stock 1,300 4.5712 02/15/2018
Purchase of Common Stock 1,360 2.2300 03/01/2018
Sale of Common Stock (790) 2.3250 03/06/2018

 

Raymond j. bartoszek

 

Purchase of Common Stock 10,000 2.5000 02/22/2018