(Amendment No. )1
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).
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1
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NAME OF REPORTING PERSON
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VOSS VALUE MASTER FUND, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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311,136
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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311,136
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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311,136
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.2%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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VOSS VALUE-ORIENTED SPECIAL SITUATION FUND, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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75,762
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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75,762
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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75,762
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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VOSS ADVISORS GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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386,898
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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386,898
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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386,898
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.7%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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VOSS CAPITAL, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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564,756
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
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REPORTING
|
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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564,756
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10
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SHARED DISPOSITIVE POWER
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- 0 -
|
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
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564,756
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.0%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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TRAVIS W. COCKE
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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|
OO
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|
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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USA
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NUMBER OF
|
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7
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SOLE VOTING POWER
|
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SHARES
|
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|
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|
|
BENEFICIALLY
|
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|
564,756
|
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OWNED BY
|
|
8
|
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SHARED VOTING POWER
|
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EACH
|
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|
|
|
REPORTING
|
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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|
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564,756
|
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|
|
10
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SHARED DISPOSITIVE POWER
|
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|
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|
|
|
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- 0 -
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
564,756
|
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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|
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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4.0%
|
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|
14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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|
TT GLOBAL EQUITIES FIA IE
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
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|
3
|
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS
|
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|
|
|
|
|
|
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|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
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|
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BRAZIL
|
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NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
89,189
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
89,189
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
89,189
|
|
|
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
|
|
|
|
|
|
|
|
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|
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|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
TT GLOBAL EQUITIES
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
321,618
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
321,618
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
321,618
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.3%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
TT INVESTIMENTOS LTDA
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
BRAZIL
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
410,807
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
410,807
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
410,807
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
ANTONIO FRAGA BAER BAHIA
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
BRAZIL
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
410,807
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
410,807
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
410,807
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes the Schedule
13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
|
This statement relates to
the Common Stock, par value $0.001 per share (the “Shares”), of American Outdoor Brands, Inc., a Delaware corporation (the
“Issuer”). The address of the principal executive offices of the Issuer is 1800 North Route Z, Suite A, Columbia, Missouri
65202.
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is
filed by:
|
|
(i)
|
Voss Value Master Fund, L.P., a Cayman Islands limited partnership, (“Voss Value Master Fund”), with respect to the Shares
directly and beneficially owned by it;
|
|
(ii)
|
Voss Value-Oriented Special Situation Fund, L.P., a Delaware limited partnership (“Voss Value-Oriented Special Situations Fund”),
with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Voss Advisors GP, LLC, a Texas limited liability company (“Voss GP”), as the general partner of Voss Value Master Fund
and Voss Value-Oriented Special Situations Fund;
|
|
(iv)
|
Voss Capital, LLC, a Texas limited liability company (“Voss Capital”), as the investment manager of Voss Value Master
Fund, Voss Value-Oriented Special Situations Fund and certain separately managed accounts (the “Voss Managed Accounts”);
|
|
(v)
|
Travis W. Cocke, as the managing member of Voss Capital and Voss GP;
|
|
(vi)
|
TT Global Equities FIA IE, a fund duly organized in Brazil (“TT Global Equities FIA”), with respect to the Shares directly
and beneficially owned by it;
|
|
(vii)
|
TT Global Equities, a fund duly organized in the Cayman Islands (“TT Global Equities”), with respect to the Shares directly
and beneficially owned by it;
|
|
(viii)
|
TT Investimentos Ltda, a sociedad limitada organized under the laws of the Republic of Brazil (“TT Investimentos”),
as the sole investment advisor of TT Global Equities FIA and TT Global Equities; and
|
|
(ix)
|
Antonio Fraga Baer Bahia, as the principal manager of TT Investimentos.
|
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.
Set forth on Schedule A annexed
hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship
of the executive officers and directors of TT Investimentos. To the best of the Reporting Persons’ knowledge, except as otherwise
set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract,
agreement or understanding required to be disclosed herein.
(b) The
address of the principal office of each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund, Voss GP, Voss Capital
and Mr. Cocke is 3773 Richmond, Suite 500, Houston, Texas 77046. The address of the principal office of each of TT Investimentos, TT Global
Equities FIA and Mr. Bahia is Av General San Martin 1002 Sl 301b, Leblon, Rio de Janeiro, RJ, Brazil. The address of the principal office
of TT Global is 190 Elgin Avenue, George Town, KY1-9005, Cayman Islands.
(c) The
principal business of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund is investing in securities. The principal
business of Voss GP is serving as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund.
The principal business of Voss Capital is serving as the investment manager of each of Voss Value Master Fund, Voss Value-Oriented Special
Situations Fund and the Voss Managed Accounts. Mr. Cocke serves as the managing member of each of Voss Capital and Voss GP.
The principal business
of each of TT Global Equities FIA and TT Global Equities is investing in securities. The principal business of TT Investimentos is serving
as the sole investment advisor of each of TT Global Equities FIA and TT Global Equities. Mr. Bahia serves as the principal manager of
TT Investimentos.
(d) None
of the Reporting Persons nor any of the persons listed in Schedule A have, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None
of the Reporting Persons nor any of the persons listed in Schedule A have, 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) Voss
Value Master Fund, Voss Value-Oriented Special Situations Fund, Voss GP and Voss Capital are organized under the laws of the State of
Texas. Mr. Cocke is a citizen of the United States of America.
TT Investimentos is a
sociedad limitada organized and duly active under the laws of the Republic of Brazil. TT Global Equities FIA is a fund duly organized
and in existence in Brazil. TT Global Equities is fund duly organized and in existence in the Cayman Islands. Mr. Bahia is a citizen of
Brazil.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The Shares purchased by each
of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts were purchased with working capital
(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 311,136 Shares beneficially owned by Voss Value Master Fund is approximately $6,919,646, including
brokerage commissions. The aggregate purchase price of the 75,762 Shares beneficially owned by Voss Value-Oriented Special Situations
Fund is approximately $2,014,751, including brokerage commissions. The aggregate purchase price of the 177,858 Shares held in the Voss
Managed Accounts is approximately $4,130,006, including brokerage commissions.
The Shares purchased by each
of TT Global Equities FIA and TT Global Equities were purchased with working capital (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 89,189 Shares
beneficially owned by TT Global Equities FIA is approximately $2,372,097, including brokerage commissions. The aggregate purchase price
of the 321,618 Shares beneficially owned by TT Global Equities is approximately $8,070,007, including brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and
the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase
or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
Certain of the Reporting Persons
have engaged, and expect to continue to engage, in discussions with management and the Board of Directors of the Issuer regarding available
opportunities to enhance stockholder value and certain corporate governance-related topics, including, among other items, the composition
of the Board of Directors.
No Reporting Person has any present
plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D
except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed
herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including,
without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities
markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their
investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board
of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting
Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses,
making recommendations or proposals to the Issuer concerning changes to the capitalization, cost and capital allocation, ownership structure,
board structure (including board composition), calling of special meeting(s), potential business combinations or dispositions involving
the Issuer or certain of its businesses or other strategic alternatives, or suggestions for improving the Issuer’s financial and/or
operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging
or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with
respect to any and all matters referred to in Item 4.
|
Item 5.
|
Interest in Securities of the Issuer.
|
The aggregate percentage
of Shares reported owned by each person named herein is based upon 14,104,127 Shares outstanding, as of September 2, 2021, which is the
total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on September 9, 2021.
|
A.
|
Voss Value Master Fund
|
|
(a)
|
As of the close of business on November 29, 2021, Voss Value Master Fund beneficially owned 311,136 Shares.
|
Percentage: Approximately 2.2%
|
(b)
|
1. Sole power to vote or direct vote: 311,136
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 311,136
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Voss Value Master Fund during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
|
|
B.
|
Voss Value-Oriented Special Situations Fund
|
|
(a)
|
As of the close of business on November 29, 2021, Voss Value-Oriented Special Situations Fund beneficially
owned 75,762 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 75,762
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 75,762
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Voss Value-Oriented Special Situations Fund during the past sixty days
are set forth in Schedule B and are incorporated herein by reference.
|
|
(a)
|
Voss GP, as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations
Fund, may be deemed the beneficial owner of the (i) 311,136 Shares owned by Voss Value Master Fund and (ii) 75,762 Shares owned by Voss
Value-Oriented Special Situations Fund.
|
Percentage: Approximately 2.7%
|
(b)
|
1. Sole power to vote or direct vote: 386,898
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 386,898
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Voss GP has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund during the past sixty days are
set forth in Schedule B and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on November 29, 2021, 177,858 Shares were held in the Voss Managed Accounts.
Voss Capital, as the investment manager of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed
the beneficial owner of the (i) 311,136 Shares owned by Voss Value Master Fund and (ii) 75,762 Shares owned by Voss Value-Oriented Special
Situations Fund.
|
Percentage: Approximately 4.0%
|
(b)
|
1. Sole power to vote or direct vote: 564,756
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 564,756
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Voss Capital through the Voss Managed Accounts and on behalf of each
of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund during the past sixty days are set forth in Schedule B and are
incorporated herein by reference.
|
|
(a)
|
Mr. Cocke, as the managing member of each of Voss Capital and Voss GP, may be deemed the beneficial owner
of the (i) 311,136 Shares owned by Voss Value Master Fund, (ii) 75,762 Shares owned by Voss Value-Oriented Special Situations Fund and
(iii) 177,858 Shares held in the Voss Managed Accounts.
|
Percentage: Approximately 4.0%
|
(b)
|
1. Sole power to vote or direct vote: 564,756
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 564,756
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Cocke has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund and through the Voss Managed
Accounts during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
|
F.
|
TT Global Equities FIA
|
|
(a)
|
As of the close of business on November 29, 2021, TT Global Equities FIA beneficially owned 89,189 Shares
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 89,189
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 89,189
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by TT Global Equities FIA during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on November 29, 2021, TT Global Equities beneficially owned 321,618 Shares
|
Percentage: Approximately 2.3%
|
(b)
|
1. Sole power to vote or direct vote: 321,618
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 321,618
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by TT Global Equities during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
|
|
(a)
|
TT Investimentos, as the sole investment advisor of each of TT Global Equities FIA and TT Global Equities,
may be deemed the beneficial owner of the (i) 89,189 Shares owned by TT Global Equities FIA and (ii) 321,618 Shares owned by TT Global
Equities.
|
Percentage: Approximately 2.9%
|
(b)
|
1. Sole power to vote or direct vote: 410,807
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 410,807
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
TT Investimentos has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of TT Global Equities FIA and TT Global Equities during the past sixty days are set forth in Schedule B and are
incorporated herein by reference.
|
|
(a)
|
Mr. Bahia, as the principal manager of TT Investimentos, may be deemed the beneficial owner of the (i)
89,189 Shares owned by TT Global Equities FIA and (ii) 321,618 Shares owned by TT Global Equities.
|
Percentage: Approximately 2.9%
|
(b)
|
1. Sole power to vote or direct vote: 410,807
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 410,807
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Bahia has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of TT Global Equities FIA and TT Global Equities during the past sixty days are set forth in Schedule B and are
incorporated herein by reference.
|
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 securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial
ownership of the securities reported herein that he or it does not directly own.
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
On November 18, 2021, the
Reporting Persons entered into a Group Agreement., pursuant to which, among other things, the parties agreed (a) to the joint filing on
behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, (b) to
provide written notice of transactions in the Issuer’s securities to Olshan Frome Wolosky LLP and (c) to form a group to undertake
a plan of action at the Issuer aimed at enhancing stockholder value, which plan may include, but is not limited to, proposals relating
to the Issuer’s operations, cost and capital allocation, strategic alternatives, the calling of special meeting(s), and/or reconstitution
of the Issuer’s board of directors. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein,
there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Group Agreement, dated November 18, 2021.
|
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: November 29, 2021
|
VOSS VALUE MASTER FUND, L.P.
|
|
|
|
By:
|
Voss Advisors GP, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Travis W. Cocke
|
|
|
Name:
|
Travis W. Cocke
|
|
|
Title:
|
Managing Member
|
|
VOSS VALUE-ORIENTED SPECIAL SITUATION FUND, LP
|
|
|
|
By:
|
Voss Advisors GP, LP
General Partner
|
|
|
|
|
By:
|
/s/ Travis W. Cocke
|
|
|
Name:
|
Travis W. Cocke
|
|
|
Title:
|
Managing Member
|
|
VOSS ADVISORS GP, LLC
|
|
|
|
By:
|
Travis W. Cocke
|
|
|
Name:
|
Travis W. Cocke
|
|
|
Title:
|
Managing Member
|
|
VOSS CAPITAL LLC
|
|
|
|
By:
|
Travis W. Cocke
|
|
|
Name:
|
Travis W. Cocke
|
|
|
Title:
|
Managing Member
|
|
Travis W. Cocke
|
|
Travis W. Cocke
|
|
TT GLOBAL EQUITIES FIA IE
|
|
|
|
|
|
|
By:
|
/s/ Antonio Fraga Baer Bahia
|
|
|
Name:
|
Antonio Fraga Baer Bahia
|
|
|
Title:
|
Principal
|
|
TT GLOBAL EQUITIES
|
|
|
|
By:
|
/s/ Antonio Fraga Baer Bahia
|
|
|
Name:
|
Antonio Fraga Baer Bahia
|
|
|
Title:
|
Authorized Person
|
|
TT INVESTIMENTOS LTDA.
|
|
|
|
|
|
|
By:
|
/s/ Antonio Fraga Baer Bahia
|
|
|
Name:
|
Antonio Fraga Baer Bahia
|
|
|
Title:
|
Principal
|
|
/s/ Antonio Fraga Baer Bahia
|
|
Antonio Fraga Baer Bahia
|
SCHEDULE A
Directors and Officers of TT Investimentos
Ltda
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Antonio Fraga Baer Bahia
|
Company Director
|
Av. General San Martin 1002, Sala 301B
Leblon, Rio de Janeiro, RJ, Brazil, 22441-014
|
Brazil
|
Arthur Fraga Baer Bahia
|
Company Director
|
Av. General San Martin 1002, Sala 301B
Leblon, Rio de Janeiro, RJ, Brazil, 22441-014
|
Brazil
|
Mikkel Davidsen Davies
|
Company Director
|
Av. General San Martin 1002, Sala 301B
Leblon, Rio de Janeiro, RJ, Brazil, 22441-014
|
Brazil
|
Mauricio Garcia
|
Company Director
|
Av. General San Martin 1002, Sala 301B
Leblon, Rio de Janeiro, RJ, Brazil, 22441-014
|
Brazil
|
Schedule B
Transactions in the Shares During the
Past Sixty Days
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
VOSS VALUE MASTER FUND, LP
Sale of Common Stock
|
(5,000)
|
22.8000
|
11/01/2021
|
Sale of Common Stock
|
(5,200)
|
22.7287
|
11/01/2021
|
Sale of Common Stock
|
(4,800)
|
23.0779
|
11/04/2021
|
Purchase of Common Stock
|
10,000
|
23.4074
|
11/11/2021
|
Purchase of Common Stock
|
7,501
|
23.9937
|
11/12/2021
|
Purchase of Common Stock
|
8,381
|
23.8286
|
11/12/2021
|
Purchase of Common Stock
|
4,118
|
24.3243
|
11/15/2021
|
Purchase of Common Stock
|
556
|
24.2110
|
11/15/2021
|
Purchase of Common Stock
|
4,245
|
24.8500
|
11/16/2021
|
Purchase of Common Stock
|
6,335
|
24.2250
|
11/22/2021
|
VOSS VALUE-ORIENTED SPECIAL SITUATIONS FUND,
LP
Purchase of Common Stock
|
5,000
|
24.2000
|
10/01/2021
|
Purchase of Common Stock
|
5,000
|
25.0437
|
10/07/2021
|
Purchase of Common Stock
|
25,000
|
23.4102
|
11/05/2021
|
Purchase of Common Stock
|
762
|
24.2250
|
11/22/2021
|
VOSS CAPITAL, LLC
(Through Separately Managed Accounts)
Purchase of Common Stock
|
6,900
|
23.5992
|
10/01/2021
|
Sale of Common Stock
|
(1,900)
|
22.1174
|
11/02/2021
|
Purchase of Common Stock
|
25,000
|
23.4351
|
11/11/2021
|
Purchase of Common Stock
|
2,858
|
24.2250
|
11/22/2021
|
TT GLOBAL EQUITIES FIA IE
Purchase of Common Stock
|
840
|
25.0292
|
09/30/2021
|
Sale of Common Stock
|
(25,085)
|
23.7643
|
10/01/2021
|
Sale of Common Stock
|
(2,150)
|
24.6636
|
10/04/2021
|
Purchase of Common Stock
|
1,100
|
24.6480
|
10/05/2021
|
Purchase of Common Stock
|
440
|
24.4420
|
10/06/2021
|
Purchase of Common Stock
|
880
|
25.0541
|
10/07/2021
|
Purchase of Common Stock
|
2,610
|
24.0419
|
10/11/2021
|
Purchase of Common Stock
|
1,728
|
23.9416
|
10/13/2021
|
Purchase of Common Stock
|
373
|
24.1984
|
10/14/2021
|
Purchase of Common Stock
|
1,505
|
23.6247
|
10/15/2021
|
Purchase of Common Stock
|
645
|
23.6611
|
10/22/2021
|
Purchase of Common Stock
|
645
|
23.1941
|
10/26/2021
|
Purchase of Common Stock
|
2,165
|
22.3198
|
10/27/2021
|
Purchase of Common Stock
|
373
|
21.9948
|
10/28/2021
|
Purchase of Common Stock
|
430
|
22.5453
|
10/29/2021
|
Purchase of Common Stock
|
39
|
22.8072
|
11/01/2021
|
Sale of Common Stock
|
(4,010)
|
22.0442
|
11/02/2021
|
Purchase of Common Stock
|
645
|
23.4493
|
11/03/2021
|
Purchase of Common Stock
|
262
|
22.9997
|
11/04/2021
|
Purchase of Common Stock
|
5,260
|
23.1985
|
11/05/2021
|
Purchase of Common Stock
|
2,526
|
23.3360
|
11/08/2021
|
Purchase of Common Stock
|
322
|
23.3272
|
11/11/2021
|
Purchase of Common Stock
|
211
|
24.2738
|
11/12/2021
|
Purchase of Common Stock
|
210
|
24.7725
|
11/17/2021
|
Purchase of Common Stock
|
1,055
|
24.1590
|
11/18/2021
|
Purchase of Common Stock
|
844
|
24.5342
|
11/19/2021
|
Purchase of Common Stock
|
1,266
|
24.2739
|
11/22/2021
|
Purchase of Common Stock
|
2,806
|
23.8384
|
11/23/2021
|
Purchase of Common Stock
|
3,468
|
24.1623
|
11/24/2021
|
Purchase of Common Stock
|
2,641
|
23.3215
|
11/26/2021
|
Purchase of Common Stock
|
1,908
|
23.3014
|
11/29/2021
|
TT GLOBAL EQUITIES
Purchase of Common Stock
|
3,160
|
25.1292
|
09/30/2021
|
Sale of Common Stock
|
(94,368)
|
23.7643
|
10/01/2021
|
Purchase of Common Stock
|
2,000
|
24.4689
|
10/04/2021
|
Sale of Common Stock
|
(9,850)
|
24.6636
|
10/04/2021
|
Purchase of Common Stock
|
3,900
|
24.6480
|
10/05/2021
|
Purchase of Common Stock
|
9,560
|
24.4420
|
10/06/2021
|
Sale of Common Stock
|
(8,000)
|
24.5017
|
10/06/2021
|
Purchase of Common Stock
|
3,120
|
25.0541
|
10/07/2021
|
Purchase of Common Stock
|
9,390
|
24.0419
|
10/11/2021
|
Purchase of Common Stock
|
6,272
|
23.9416
|
10/13/2021
|
Purchase of Common Stock
|
1,348
|
24.1984
|
10/14/2021
|
Purchase of Common Stock
|
5,495
|
23.6247
|
10/15/2021
|
Purchase of Common Stock
|
2,355
|
23.6611
|
10/22/2021
|
Purchase of Common Stock
|
2,355
|
23.1941
|
10/26/2021
|
Purchase of Common Stock
|
7,835
|
22.3198
|
10/27/2021
|
Purchase of Common Stock
|
1,362
|
21.9948
|
10/28/2021
|
Purchase of Common Stock
|
1,570
|
22.5453
|
10/29/2021
|
Purchase of Common Stock
|
4,961
|
22.8072
|
11/01/2021
|
Sale of Common Stock
|
(4,818)
|
23.0148
|
11/01/2021
|
Sale of Common Stock
|
(14,637)
|
22.0442
|
11/02/2021
|
Purchase of Common Stock
|
2,355
|
23.4493
|
11/03/2021
|
Purchase of Common Stock
|
983
|
22.9997
|
11/04/2021
|
Purchase of Common Stock
|
19,740
|
23.1985
|
11/05/2021
|
Purchase of Common Stock
|
9,474
|
23.3360
|
11/08/2021
|
Purchase of Common Stock
|
1,206
|
23.3272
|
11/11/2021
|
Purchase of Common Stock
|
789
|
24.2738
|
11/12/2021
|
Purchase of Common Stock
|
790
|
24.7725
|
11/17/2021
|
Purchase of Common Stock
|
3,945
|
24.1590
|
11/18/2021
|
Purchase of Common Stock
|
3,156
|
24.5342
|
11/19/2021
|
Purchase of Common Stock
|
4,734
|
24.2739
|
11/22/2021
|
Purchase of Common Stock
|
10,496
|
23.8384
|
11/23/2021
|
Purchase of Common Stock
|
12,970
|
24.1623
|
11/24/2021
|
Purchase of Common Stock
|
9,562
|
23.3215
|
11/26/2021
|
Purchase of Common Stock
|
7,092
|
23.3014
|
11/29/2021
|