(Amendment No. 2)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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VIEX Opportunities Fund, LP – Series One*
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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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DELAWARE
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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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- 0 -
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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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800,939
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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800,939
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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800,939
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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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4.3%
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14
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TYPE OF REPORTING PERSON
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PN
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* This Series One is part of a series of VIEX Opportunities Fund, LP, a
series limited partnership.
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1
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NAME OF REPORTING PERSON
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VIEX Special Opportunities Fund II, LP
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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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DELAWARE
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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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- 0 -
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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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267,658
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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267,658
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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267,658
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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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1.4%
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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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VIEX 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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AF
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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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DELAWARE
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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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- 0 -
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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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800,939
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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800,939
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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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|
|
|
|
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800,939
|
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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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4.3%
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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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VIEX Special Opportunities GP II, 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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AF
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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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DELAWARE
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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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- 0 -
|
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OWNED BY
|
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8
|
|
SHARED VOTING POWER
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EACH
|
|
|
|
|
|
REPORTING
|
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|
|
|
267,658
|
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PERSON WITH
|
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9
|
|
SOLE DISPOSITIVE POWER
|
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- 0 -
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|
10
|
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SHARED DISPOSITIVE POWER
|
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|
|
|
|
|
|
|
|
|
|
|
267,658
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
267,658
|
|
|
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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|
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1.4%
|
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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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VIEX Capital Advisors, 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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AF
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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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DELAWARE
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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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|
|
|
- 0 -
|
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OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
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EACH
|
|
|
|
|
|
REPORTING
|
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|
1,068,597
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PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
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|
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- 0 -
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|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,068,597
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
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|
|
1,068,597
|
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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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|
|
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|
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5.8%
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|
14
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSON
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Eric Singer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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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|
AF
|
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|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
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|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,068,597
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,068,597
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,068,597
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.8%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
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|
|
|
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|
IN
|
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|
|
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|
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1
|
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NAME OF REPORTING PERSON
|
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|
|
|
|
|
|
John Mutch
|
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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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|
|
|
|
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|
|
|
|
|
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|
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|
|
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
|
|
|
|
|
10,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Bradley L. Radoff
|
|
|
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
|
|
|
|
|
260,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
260,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
260,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Peter T. Shaper
|
|
|
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
|
|
|
|
|
18,500
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
18,500
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
18,500
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Potomac Capital Partners V, LP
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
424,267
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
424,267
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
424,267
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Potomac Capital Management V LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
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
|
|
|
|
|
424,267
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
424,267
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
424,267
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
Potomac Capital Management, Inc.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
NEW YORK
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
424,267
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
424,267
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
424,267
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
CO, IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Paul J. Solit
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF, AF
|
|
|
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
|
|
|
|
|
5,700
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
424,267
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,700
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
424,267
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
429,967
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
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 in its entirety to read as follows:
|
(a)
|
This statement is filed by:
|
|
(i)
|
VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities
Fund, LP, a Delaware series limited partnership, with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
VIEX Special Opportunities Fund II, LP (“VSO II”), a Delaware limited partnership, with respect
to the Shares directly and beneficially owned by it;
|
|
(iii)
|
VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company, as the general partner of Series One;
|
|
(iv)
|
VIEX Special Opportunities GP II, LLC (“VSO GP II”), a Delaware limited liability company,
as the general partner of VSO II;
|
|
(v)
|
VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company, as the
investment manager of each of Series One and VSO II;
|
|
(vi)
|
Eric Singer, as managing member of each of VIEX GP, VSO GP II, and VIEX Capital (collectively, “VIEX”),
and as a nominee for the Board of Directors (the “Board”) of the Issuer;
|
|
(vii)
|
John Mutch (together with Mr. Singer, the “Nominees”), as a nominee for the Board;
|
|
(viii)
|
Bradley L. Radoff;
|
|
(x)
|
Potomac Capital Partners V, LP (“Potomac Capital”), a Delaware limited partnership, with respect
to the Shares directly and beneficially owned by it;
|
|
(xi)
|
Potomac Capital Management V LLC (“Potomac Capital GP”), a Delaware limited liability company,
as the general partner of Potomac Capital;
|
|
(xii)
|
Potomac Capital Management, Inc. (“Potomac Capital Management”), a New York Corporation, as
the investment manager of Potomac Capital; and
|
|
(xiii)
|
Paul J. Solit, as the sole principal and controlling person of each of Potomac Capital Management and
Potomac Capital GP (“Mr. Solit,” and collectively with Potomac Capital, Potomac Capital GP and Potomac Capital Management,
“Potomac”; and together with VIEX, Mr. Mutch, Mr. Radoff and Mr. Shaper, the “Group”).
|
Each of the foregoing is
referred to as a “Reporting Person” and collectively as the “Reporting Persons” or “we.” Each of the
Reporting Persons is party to that certain Second Amended and Restated 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 Potomac Capital Management. 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 the members of VIEX is 323 Sunny Isles Blvd, Suite 700, Sunny Isles Beach, Florida 33160. The
principal business address of Mr. Mutch is 1735 W. Pebble Road, Las Vegas, Nevada 89123. The principal business address of Mr. Radoff
is 2727 Kirby Drive, Houston Texas 77098. The principal business address of Mr. Shaper is 2000 Edwards Street, Houston, Texas, 77007.
The principal office of each of the members of Potomac is 299 Park Avenue, 21st Floor, New York, New York, 10171.
(c) The
principal business of Series One and VSO II is investing in securities. The principal business of VIEX GP is acting as the general partner
of Series One. The principal business of VSO GP II is acting as the general partner of VSO II. The principal business of VIEX Capital
is serving as the investment manager to Series One and VSO II. The principal occupation of Mr. Singer is serving as the managing member
of each of VIEX GP, VSO GP II, and VIEX Capital. The principal occupation of Mr. Mutch is as a private investor. The principal occupation
of Mr. Radoff is serving as a partner of Fondren Management LP, an investment management company based in Houston, Texas. The principal
occupation of Mr. Shaper is serving as a founding partner of Genesis Park, a private equity firm based in Houston, Texas. The principal
business of Potomac Capital is investing in securities. The principal business of Potomac Capital GP is serving as the general partner
of Potomac Capital. The principal business of Potomac Capital Management is serving as the investment manager to Potomac Capital GP. The
principal occupation of Mr. Solit is serving as the sole principal and controlling person of each of Potomac Capital GP and Potomac Capital
Management.
(d) No
Reporting Person, nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) No
Reporting Person, nor any person listed on Schedule A 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) Each
of Series One, VSO II, VIEX GP, VSO GP II, VIEX Capital, Potomac Capital and Potomac Capital GP is organized under the laws of the State
of Delaware. Potomac Capital Management is organized under the laws of the State of New York. Messrs. Mutch, Singer, Radoff, Shaper and
Solit are citizens of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
and restated in its entirety to read as follows:
The Shares purchased by Series
One 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 purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein.
The aggregate purchase price of the 800,939 Shares beneficially owned by Series One is approximately $9,904,673, including brokerage commissions.
The Shares purchased by VSO
II 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 purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein.
The aggregate purchase price of the 267,658 Shares beneficially owned by VSO II is approximately $2,483,839, including brokerage commissions.
The Shares purchased by Mr.
Mutch were purchased with personal funds in open market purchases as set forth in Schedule B, which is incorporated by reference herein.
The aggregate purchase price of the 10,000 Shares beneficially owned by Mr. Shaper is approximately $136,100, excluding brokerage commissions.
The Shares purchased by Mr.
Radoff 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 purchases as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase
price of the 260,000 Shares beneficially owned by Mr. Radoff is approximately $3,217,365, including brokerage commissions.
The Shares purchased by Mr.
Shaper were purchased with personal funds in open market purchases as set forth in Schedule B, which is incorporated by reference herein.
The aggregate purchase price of the 18,500 Shares beneficially owned by Mr. Shaper is approximately $249,750, excluding brokerage commissions.
The Shares purchased by Potomac
Capital 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 purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference
herein. The aggregate purchase price of the 424,267 Shares beneficially owned by Potomac Capital is approximately $4,719,321, including
brokerage commissions.
The Shares purchased by Mr.
Solit 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 purchases as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price
of the 5,700 Shares beneficially owned by Mr. Solit is approximately $56,652, excluding brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended
to add the following:
In early March, the Issuer
sent a letter to VIEX requesting additional information from the Nominees (the “Information Requests”) purportedly required
under the Issuer’s Amended and Restated Bylaws (the “Bylaws”). VIEX and the Issuer then exchanged letters regarding
the scope and appropriateness of the Information Requests. On March 26, 2021, VIEX informed the Issuer that it would not be responding
to the Information Requests as it was not seeking to have the Issuer’s Nominating and Corporate Governance Committee support the
Nominees because it was intending to run its own proxy solicitation. VIEX further informed the Issuer that it viewed the Information Requests
as not reasonable or relevant and that they did not appear to serve any purpose other than seeking to harass and intimidate the Nominees.
Over a month later, on April
30, 2022, the Issuer notified VIEX that the Board has determined that the Nominees are ineligible to stand for election to the Board.
The next business day, the Issuer repeated this claim in its preliminary proxy statement and publicly announced that the Board had determined
that the nomination of the Nominees would be disregarded at the 2021 Annual Meeting because the Nominees failed to respond to the Information
Requests.
VIEX strongly disagrees
and disputes the Issuer’s claim that is has grounds to invalidate VIEX’s nomination of the Nominees. VIEX believes
that disqualifying the Nominees not only has no legal basis but would disenfranchise the Issuer’s stockholders from choosing new
directors at the 2021 Annual Meeting. VIEX intends to continue its solicitation for the election of the Nominees and reserves all rights
to pursue any and all legal remedies.
On May 4, 2021, Potomac Capital,
Potomac Capital GP, Potomac Capital Management and Mr. Solit joined VIEX’s “group,” within the meaning of Section 13(d)(3)
of the Exchange Act, for the purpose of seeking the election of the Nominees to the Board at the 2021 annual meeting of stockholders of
the Issuer (the “2021 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.
The Group believes that the Nominees have the necessary experience, qualifications and skill sets to serve as directors of the Issuer
and create meaningful change at the Issuer to maximize value for all stockholders.
With the additions of Potomac
Capital, Potomac Capital GP, Potomac Capital Management and Mr. Solit, the Reporting Persons believe their Group possesses even more industry
experience, insight and vision that can help the Issuer improve its operations and maximize value for all stockholders.
The Reporting Persons now
constitute the largest stockholder of the Issuer and have nominated two highly qualified directors with strong governance and strategic
expertise that the group believes are sorely needed to hold management accountable for decades of poor performance. While the group has
focused on the issues at hand in an effort to restore profitability at the Issuer and improve TSR, the Board appears to be seeking to
avoid accountability. It has determined to self-refresh without any apparent stockholder input and seems prepared to engage in a low-road
campaign designed to smear the reputations of the group’s Nominees and certain other members of the group. While the Reporting Persons
welcome the addition of new, diverse candidates to the Board, they should not be added as a defense measure to avoid the election of directors
with personal capital at risk who will be strong voices in the Board room to help improve the Issuer’s financial and stock price
performance.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a) – (c) are
hereby amended and restated in their entirety to read as follows:
The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 18,485,430 Shares outstanding, which is the total number of Shares outstanding
as of April 21, 2021 as reported in the Issuer’s Amendment No. 1 to the Annual Report on Form 10-K/A, filed with the Securities
and Exchange Commission on April 30, 2021.
|
(a)
|
As of the close of business on May 5, 2021, Series One beneficially owned 800,939 Shares.
|
Percentage: Approximately
4.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 800,939
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 800,939
|
|
(c)
|
The transactions in the securities of the Issuer by Series One since the filing of Amendment No. 1 are
set forth in Schedule B and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on May 5, 2021, VSO II beneficially owned 267,658 Shares.
|
Percentage: Approximately
1.4%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 267,658
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 267,658
|
|
(c)
|
VSO II has not entered into any transactions in the securities of the Issuer since the filing of Amendment
No. 1.
|
|
(a)
|
VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 800,939 Shares
beneficially owned by Series One.
|
Percentage: Approximately
4.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 800,939
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 800,939
|
|
(c)
|
VIEX GP has not entered into any transactions in the securities of the Issuer since the filing of Amendment
No. 1. The transactions in the securities of the Issuer on behalf of Series One since the filing of Amendment No. 1 are set forth in Schedule
B and are incorporated herein by reference.
|
|
(a)
|
VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 267,658 Shares
beneficially owned by VSO II.
|
Percentage: Approximately
1.4%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 267,658
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 267,658
|
|
(c)
|
VSO GP II has not entered into any transactions in the securities of the Issuer since the filing of Amendment
No. 1.
|
|
(a)
|
VIEX Capital, as the investment manager to Series One and VSO II, may be deemed the beneficial owner of
the (i) 800,939 Shares beneficially owned by Series One and (ii) 267,658 Shares beneficially owned by VSO II.
|
Percentage: Approximately
5.8%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,068,597
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,068,597
|
|
(c)
|
VIEX Capital has not entered into any transactions in the securities of the Issuer since the filing of
Amendment No. 1. The transactions in the securities of the Issuer on behalf of Series One since the filing of Amendment No. 1 are set
forth in Schedule B and are incorporated herein by reference.
|
|
(a)
|
Mr. Singer, as the managing member of each of VIEX GP, VSO GP II, and VIEX Capital, may be deemed the
beneficial owner of the (i) 800,939 Shares beneficially owned by Series One and (ii) 267,658 Shares beneficially owned by VSO II.
|
Percentage: Approximately
5.8%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,068,597
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,068,597
|
|
(c)
|
Mr. Singer has not entered into any transactions in the securities of the Issuer since the filing of Amendment
No. 1. The transactions in the securities of the Issuer on behalf of Series One since the filing of Amendment No. 1 are set forth in Schedule
B and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on May 5, 2021, Mr. Mutch beneficially owned 10,000 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 10,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer by Mr. Mutch since the filing of Amendment No. 1 are
set forth in Schedule B and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on May 5, 2021, Mr. Radoff beneficially owned 260,000 Shares.
|
Percentage: Approximately
1.4%
|
(b)
|
1. Sole power to vote or direct vote: 260,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 260,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer by Mr. Radoff since the filing of Amendment No. 1 are
set forth in Schedule B and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on May 5, 2021, Mr. Shaper beneficially owned 18,500 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 18,500
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 18,500
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The Mr. Shaper has not entered into any transactions in securities of the Issuer since the filing of Amendment
No. 1.
|
|
(a)
|
As of the close of business on May 5, 2021, Potomac Capital beneficially owned 424,267 Shares.
|
Percentage: Approximately
2.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 424,267
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 424,267
|
|
(c)
|
The transactions in the securities of the Issuer by Potomac Capital during the past sixty days are set
forth in Schedule B and are incorporated herein by reference.
|
|
(a)
|
Potomac Capital GP, as the general partner of Potomac Capital GP may be deemed the beneficial owner of
the 424,267 Shares beneficially owned by Potomac Capital.
|
Percentage: Approximately
2.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 424,267
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 424,267
|
|
(c)
|
Potomac Capital GP has not entered into any transactions in the securities of the Issuer During the past
sixty days. The transactions in the securities of the Issuer on behalf of Potomac Capital during the past sixty days are set forth in
Schedule B and are incorporated herein by reference.
|
|
L.
|
Potomac Capital Management
|
|
(a)
|
Potomac Capital Management, as the investment manager to Potomac Capital, may be deemed the beneficial
owner of the 424,267 Shares beneficially owned by Potomac Capital.
|
Percentage: Approximately
2.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 424,267
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 424,267
|
|
(c)
|
Potomac Capital Management has not entered into any transactions in the securities of the Issuer during
the past sixty days. The transactions in the securities of the Issuer on behalf of Potomac Capital 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 May 5, 2021, Mr. Solit, as the sole principal and controlling person of
each of Potomac Capital Management and Potomac Capital GP, may be deemed the beneficial owner of the (i) 424,267 Shares beneficially owned
by Potomac Capital, (ii) 500 Shares held directly by Mr. Solit through his IRA and (iii) 5,200 Shares held in trust for the benefit
of Mr. Solit’s children and in Mr. Solit's wife's IRA over which Mr. Solit has sole voting and dispositive power.
|
Percentage: 2.3%
|
(b)
|
1. Sole power to vote or direct vote: 5,700
2. Shared power to vote or direct vote: 424,267
3. Sole power to dispose or direct the disposition: 5,700
4. Shared power to dispose or direct the disposition: 424,267
|
|
(c)
|
Mr. Solit has not entered into any transactions in the securities of the Issuer during the past sixty
days. The transactions in the securities of the Issuer on behalf of Potomac Capital 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 Securities Exchange Act of 1934,
as amended, 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.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby amended
to add the following:
On May 4, 2021, the Reporting
Persons amended and restated the Amended and Restated Group Agreement in its entirety (as amended, the “Second Amended and Restated
Group Agreement”) pursuant to which, among other things, the parties agreed (a) to add Potomac Capital, Potomac Capital GP, Potomac
Capital Management and Mr. Solit to the Group, (b) 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, if applicable, (c) to solicit proxies for the election of the Mr. Mutch
and Mr. Singer at the 2021 Annual Meeting of stockholders, and (d) that VIEX would bear all expenses incurred in connection with the Reporting
Persons’ activities, including approved expenses incurred by any of the parties in connection with the solicitation, subject to
certain limitations. The Second Amended and Restated 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.
|
Item 7 is hereby amended
to add the following exhibits:
|
99.1
|
Second Amended and Restated Group Agreement by and among VIEX Opportunities Fund, LP – Series One,
VIEX Special Opportunities Fund II, LP, VIEX GP, LLC, VIEX Special Opportunities GP II, LLC, VIEX Capital Advisors, LLC, Eric Singer,
John Mutch, Bradley L. Radoff, Peter T. Shaper, Potomac Capital Partners V, LP, Potomac Capital Management V, LLC, Potomac Capital Management,
Inc. and Paul J. Solit, dated May 4, 2021.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: May 6, 2021
|
VIEX Opportunities Fund, LP – Series One
|
|
|
|
|
By:
|
VIEX GP, LLC, its general partner
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX GP, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities Fund II, LP
|
|
|
|
|
By:
|
VIEX Special Opportunities GP II, LLC, its general partner
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities GP II, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Capital Advisors, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
/s/ Eric Singer
|
|
Eric Singer, individually and as attorney-in-fact for John Mutch, Bradley L. Radoff and Peter T. Shaper
|
|
Potomac Capital Partners V, LP
|
|
|
|
By:
|
Potomac Capital Management V LLC
|
|
|
|
|
By:
|
/s/ Paul J. Solit
|
|
|
Name:
|
Paul J. Solit
|
|
|
Title:
|
Managing Member
|
|
Potomac Capital Management V LLC
|
|
|
|
By:
|
/s/ Paul J. Solit
|
|
|
Name:
|
Paul J. Solit
|
|
|
Title:
|
Managing Member
|
|
Potomac Capital Management Inc.
|
|
|
|
By:
|
/s/ Paul J. Solit
|
|
|
Name:
|
Paul J. Solit
|
|
|
Title:
|
President
|
|
/s/ Paul J. Solit
|
|
Paul J. Solit
|
SCHEDULE A
Directors and Officers of Potomac Capital
Management, Inc.
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|
|
|
|
Paul J. Solit
Principal
|
Sole Principal
|
299 Park Avenue, 21st Floor, New York, New York 10171
|
United States of America
|
SCHEDULE B
Transactions in Securities of the Issuer
Since the Filing of Amendment No. 1
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Security($)
|
Date of
Purchase / Sale
|
VIEX OPPORTUNITIES FUND, LP –
SERIES ONE
Purchase of Common Stock
|
50,000
|
13.7000
|
04/19/2021
|
BRADLEY L. RADOFF
Purchase of Common Stock
|
25,000
|
13.7000
|
04/19/2021
|
Purchase of Common Stock
|
25,000
|
13.6956
|
04/27/2021
|
Purchase of Common Stock
|
25,000
|
13.7832
|
04/28/2021
|
Purchase of Common Stock
|
12,000
|
13.4345
|
04/30/2021
|
Purchase of Common Stock
|
10,590
|
13.4372
|
05/03/2021
|
Purchase of Common Stock
|
12,410
|
13.3531
|
05/04/2021
|
JOHN MUTCH
Purchase of Common Stock
|
10,000
|
13.6100
|
05/04/2021
|
Transactions in Securities of the Issuer
During the Past Sixty Days
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Security($)
|
Date of
Purchase / Sale
|
POTOMAC CAPITAL PARTNERS V, LP
Purchase of Common Stock
|
1,319
|
12.7693
|
03/16/2021
|
Purchase of Common Stock
|
17,041
|
12.7299
|
03/19/2021
|
Purchase of Common Stock
|
540
|
12.1100
|
03/29/2021
|
Purchase of Common Stock
|
3,736
|
12.6593
|
04/01/2021
|
Purchase of Common Stock
|
1,007
|
13.1184
|
04/09/2021
|
Purchase of Common Stock
|
56,183
|
13.6717
|
04/19/2021
|
Purchase of Common Stock
|
5,000
|
13.3133
|
04/20/2021
|
Purchase of Common Stock
|
1,440
|
13.5494
|
04/23/2021
|
Purchase of Common Stock
|
15,838
|
13.6927
|
04/27/2021
|
Purchase of Common Stock
|
10,000
|
13.6918
|
04/28/2021
|
Purchase of Common Stock
|
7,600
|
13.6386
|
04/29/2021
|
Purchase of Common Stock
|
13,300
|
13.4667
|
04/30/2021
|