(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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THE COMMITTEE FOR AEGEAN ACCOUNTABILITY
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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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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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BENEFICIALLY
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5,181,125
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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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5,181,125
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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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5,181,125
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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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12.7%
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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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TYLER BARON
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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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PF
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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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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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BENEFICIALLY
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160,000
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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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160,000
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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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160,000
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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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IN
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1
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NAME OF REPORTING PERSON
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JUSTIN MOORE
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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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PF
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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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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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BENEFICIALLY
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800,000
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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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800,000
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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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800,000
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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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2.0%
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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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AUGUST ROTH
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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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PF
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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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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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BENEFICIALLY
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850,000
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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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850,000
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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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850,000
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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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2.1%
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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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RBM Holdings 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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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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1,810,000
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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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1,810,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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1,810,000
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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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4.5%
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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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SHAH CAPITAL OPPORTUNITY FUND LP
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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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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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DELAWARE
|
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NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
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SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
865,000
|
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OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
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EACH
|
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|
|
|
|
REPORTING
|
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- 0 -
|
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PERSON WITH
|
|
9
|
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SOLE DISPOSITIVE POWER
|
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|
|
|
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865,000
|
|
|
|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
865,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
|
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|
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|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.1%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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|
|
|
|
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|
PN
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1
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NAME OF REPORTING PERSON
|
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|
SHAH CAPITAL LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
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|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
865,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
865,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
865,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
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|
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|
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|
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|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
SHAH CAPITAL MANAGEMENT INC.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
NORTH CAROLINA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,057,507
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,057,507
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,057,507
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.6%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
HIMANSHU H. SHAH
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
35,594
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,057,507
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
35,594
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,057,507
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,093,101
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.7%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
TOWLE CAPITAL PARTNERS LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
313,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
313,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
313,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
TOWLE DEEP VALUE FUND
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
324,700
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
324,700
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
324,700
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
TOWLE & CO.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
MISSOURI
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,018,289
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,018,289
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,018,289
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JOSEPH E. TOWLE
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
69,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,018,289
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
69,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,018,289
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,087,289
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CHRISTOPHER D. TOWLE
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
27,735
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,018,289
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
27,735
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,018,289
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,046,024
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
RAYMOND J. BARTOSZEK
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
160,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
160,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
160,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
THE KIRSHNER LIVING TRUST DTD 4/29/2015
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
FLORIDA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
3,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
DAVID K. KIRSHNER
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
3,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
DONALD A. MOORE
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
UNITED KINGDOM
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
|
Item 2.
|
Identity and Background.
|
Item 2 is hereby amended
and restated to read as follows:
(a) On
December 20, 2017, the filing persons formed The Committee for Aegean Accountability (the “Committee”) pursuant to
a Group Agreement, as amended by the Joinder Agreement dated January 31, 2018, further defined and described below in Item 6. The
members of the Committee include:
|
(i)
|
Tyler Baron, as a nominee for the Board of Directors of the Issuer (the “Board”), with
respect to the Shares directly and beneficially owned by him;
|
|
(ii)
|
August Roth, with respect to the Shares directly and beneficially owned by him;
|
|
(iii)
|
Justin Moore, with respect to the Shares directly and beneficially owned by him;
|
|
(iv)
|
RBM Holdings LLC (“RBM”), a Delaware limited liability company, with respect to the
Shares beneficially owned by it;
|
|
(v)
|
Shah Capital Opportunity Fund LP (“Shah Opportunity”), a Delaware limited partnership,
with respect to the Shares directly and beneficially owned by it;
|
|
(vi)
|
Shah Capital LLC (“Shah Capital”), a Delaware limited liability company, as the general
partner of Shah Opportunity, with respect to the Shares directly and beneficially owned by it;
|
|
(vii)
|
Shah Capital Management Inc. (“Shah Management”), a North Carolina corporation, as
the investment manager of Shah Opportunity and of a certain managed account (the “Shah Management Account”), with respect
to the Shares directly and beneficially owned by it;
|
|
(viii)
|
Himanshu H. Shah, as President and Chief Investment Officer of Shah Management and as Managing
Member of Shah Capital, with respect to the Shares directly and beneficially owned by him;
|
|
(ix)
|
Towle Capital Partners LP (“Towle Capital”), a Delaware limited partnership, with respect
to the Shares directly and beneficially owned by it;
|
|
(x)
|
Towle Deep Value Fund (“Towle Value”), a Delaware statutory trust and registered investment
company under the Investment Company Act of 1940, as amended (the “1940 Act”), with respect to the Shares directly
and beneficially owned by it;
|
|
(xi)
|
Towle & Co. (“Towle”), a Missouri corporation, as the general partner of Towle
Capital, the investment manager of Towle Value and of a certain managed account (the “Towle Account”) a, with respect
to the Shares directly and beneficially owned by it;
|
|
(xii)
|
Joseph E. Towle, as an owner of Towle, with respect to the Shares directly and beneficially owned
by him;
|
|
(xiii)
|
Christopher D. Towle, as an owner of Towle, with respect to the Shares directly and beneficially
owned by him;
|
|
(xiv)
|
Raymond J. Bartoszek, as a nominee for the Board, with respect to the Shares directly and beneficially
owned by him;
|
|
(xv)
|
The Kirshner Living Trust dtd 04/29/2015, a Florida Trust (the “Kirshner Trust”), with
respect to the Shares directly and beneficially owned by it;
|
|
(xvi)
|
David K. Kirshner, as a nominee for the Board and as trustee of the Kirshner Trust; and
|
|
(xvii)
|
Donald A. Moore, as a nominee for the Board.
|
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby
filing a joint Schedule 13D.
(b) The
address of the principal office of Mr. Baron is 1 Ferry Building, Suite 255, San Francisco, California 94111. The address of the
principal office of Messrs. Roth and Moore is 1050 Chestnut St., Menlo Park, California 94025. The address of the principal office
of each of Shah Opportunity, Shah Capital, Shah Management and Mr. Shah is 8601 Six Forks Road, Suite 630, Raleigh, North Carolina
27615. The address of the principal office of each of Towle Capital, Towle Value, Towle and Messrs. J. Towle and C. Towle is 1610
Des Peres Road, Suite 250, St. Louis, Missouri 63131. The address of the principal office of RBM is c/o Corporation Service Company,
251 Little Falls Drive, Wilmington, Delaware 19808. Mr. Bartoszek’s principal business address is 343 Greenwich Ave., Suite
200, Greenwich, Connecticut 06830. The principal business address of each of the Kirshner Trust and Mr. Kirshner is 178 N Washington
Drive, Sarasota, Florida 34236. Mr. D. Moore’s principal business address is 100 Eaton Square, London, SW1W9AA.
(c) The
principal business of Mr. Baron is serving as the Portfolio Manager of Sentinel Rock Capital, LLC. The principal business of Mr.
Roth is as an investor. The principal business of Mr. Moore is as an investor. The principal business of each of Shah Opportunity,
Shah Capital and Shah Management is investing in securities. The principal occupation of Mr. Shah is serving as the President and
Chief Investment Officer of Shah Capital. The principal business of each of Towle Capital, Towle Value and Towle is investing in
securities. The principal business of Mr. C. Towle is serving as President and Chief Executive Officer of Towle. The principal
business of Mr. J. Towle is founder and owner of Towle. The principal business of RBM is holding the assets of its members. The
principal occupation of Mr. Bartoszek is serving as Managing General Partner of RLB Holdings, LLC. The principal business of the
Kirshner Trust is holding, managing and distributing the property of the trust and the proceeds therefrom. The principal occupation
of Mr. Kirshner is serving as an Affiliate Partner of Lindsay Goldberg LLC. The principal occupation of Mr. D. Moore is serving
as an investor and Chairman of the Institute of Contemporary Arts (London).
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Messrs.
Baron, Roth, J. Moore, Shah, J. Towle, C. Towle, Bartoszek and Kirshner are citizens of the United States of America. Mr. D. Moore
is a citizen of the United Kingdom. Shah Opportunity, Shah Capital, Towle Capital, Towle Value and RBM are organized under the
laws of the State of Delaware. Shah Management is organized under the laws of the State of North Carolina. Towle is organized under
the laws of the State of Missouri.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by Mr. Baron were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market transactions. The aggregate purchase price of the 160,000 Shares beneficially owned
by Mr. Baron is approximately $688,770, excluding brokerage commissions.
The Shares purchased
by Mr. Roth were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market transactions. The aggregate purchase price of the 850,000 Shares beneficially owned
by Mr. Roth is approximately $3,932,935, including brokerage commissions.
The Shares purchased
by Mr. J. Moore were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market transactions. The aggregate purchase price of the 800,000 Shares beneficially
owned by Mr. Moore is approximately $3,326,571, including brokerage commissions.
The Shares purchased
by each of Shah Opportunity and held in the Shah Management Account were purchased with the investment capital of Shah Management
clients (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open
market transactions. The aggregate purchase price of the 865,000 Shares beneficially owned by Shah Opportunity is approximately
$4,081,983, including brokerage commissions. The aggregate purchase price of the 192,507 Shares held in the Shah Management Account
is approximately $1,542,170, including brokerage commissions.
The Shares purchased
by Mr. Shah were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market transactions. The aggregate purchase price of the 35,594 Shares directly beneficially
owned by Mr. Shah and is approximately $156,614, including brokerage commissions.
The Shares purchased
by each of Towle Capital, Towle Value and held in the Towle Account were purchased with the investment capital of Towle clients
(which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market
transactions. The aggregate purchase price of the 313,000 Shares beneficially owned Towle Capital is approximately $2,014,123,
excluding brokerage commissions. The aggregate purchase price of the 324,700 Shares beneficially owned Towle Value is approximately
$2,503,795, excluding brokerage commissions. The aggregate purchase price of the 1,380,589 Shares held in the Towle Account is
approximately $9,454,261, excluding brokerage commissions.
The Shares purchased
by each of Messrs. J. Towle and C. Towle were purchased with personal funds (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 69,000
Shares owned directly and beneficially by Mr. J. Towle, including the 10,100 Shares owned by Ellwood House Association (“Ellwood”),
a non-profit organization of which Mr. J. Towle is the investment manager, is approximately $404,492, including brokerage commissions.
The aggregate purchase price of the 27,735 Shares owned directly and beneficially by Mr. C. Towle, including (i) 4,500 Shares directly
owned by his spouse, and (ii) 1,235 Shares owned by Towle Institutional Partners, LP (“Towle Partners”), of which Mr.
C. Towle is the general partner and investment manager, is approximately $171,714, including brokerage commissions.
The Shares purchased
by Mr. Bartoszek were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market transactions. The aggregate purchase price of the 160,000 Shares beneficially
owned by Mr. Bartoszek is approximately $751,104, including brokerage commissions.
The Shares purchased
by the Kirshner Trust were purchased with the personal funds of Mr. Kirshner (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 3,000
Shares beneficially owned by the Kirshner Trust is approximately $14,275, including brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 40,640,422 Shares outstanding as of September 30, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Report of Foreign Issuer on Form 6-K filed with the
Securities and Exchange Commission on November 15, 2017.
|
(a)
|
As of the close of business on March 7, 2018, Mr. Baron directly owned 160,000 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 160,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 160,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Baron has not entered into any transactions in the Shares since the filing of Amendment No.
1 to the Schedule 13D.
|
|
(a)
|
As of the close of business on March 7, 2018, Mr. J. Moore directly owned 800,000 Shares.
|
Percentage: Approximately
2.0%
|
(b)
|
1. Sole power to vote or direct vote: 800,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 800,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Mr. J. Moore since the filing of Amendment No. 1 to Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 7, 2018, Mr. Roth directly owned 850,000 Shares.
|
Percentage: Approximately
2.1%
|
(b)
|
1. Sole power to vote or direct vote: 850,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 850,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Roth has not entered into any transactions in the Shares since the filing of Amendment No.
1 to the Schedule 13D.
|
|
(a)
|
RBM, as the holder of the assets of each of Messrs. Baron, J. Moore and Roth, may be deemed the
beneficial owner of 1,810,000 Shares consisting of the (i) 160,00 Shares owned by Mr. Baron, (ii) 850,000 Shares owned by Mr. Roth
and (iii) 800,000 Shares owned by Mr. J. Moore.
|
Percentage: Approximately
4.5%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,810,000
3. Sole power to dispose or direct the disposition: 0
|
4. Shared power to dispose or direct
the disposition: 1,810,000
|
(c)
|
RBM has not entered into any transactions in the Shares since the filing of Amendment No. 1 to
the Schedule 13D. The transactions in the Shares on behalf of Mr. J. Moore since the filing of Amendment No. 1 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 7, 2018, Shah Opportunity beneficially owned 865,000 Shares.
|
Percentage: Approximately
2.1%
|
(b)
|
1. Sole power to vote or direct vote: 865,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 865,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Shah Opportunity has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D.
|
|
(a)
|
Shah Capital, as the general partner of Shah Opportunity, may be deemed the beneficial owner of
the 865,000 Shares owned by Shah Opportunity
|
Percentage: Approximately
2.1%
|
(b)
|
1. Sole power to vote or direct vote: 865,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 865,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Shah Capital has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D.
|
|
(a)
|
As of the close of business on March 7, 2018, 192,507 Shares were held in the Shah Management Account.
Shah Management, as the investment manager of Shah Opportunity, may be deemed the beneficial owner of 1,057,507 Shares consisting
of 865,000 Shares owned by Shah Opportunity.
|
Percentage: Approximately
2.6%
|
(b)
|
1. Sole power to vote or direct vote: 1,057,507
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,057,507
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Shah Management has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D.
|
|
(a)
|
As of the close of business on March 7, 2018, Mr. Shah directly owned 35,594 Shares. Mr. Shah,
as President and Chief Investment Officer of Shah Management and the managing member Shah Capital, may be deemed the beneficial
owner of 1,093,101 Shares consisting of (i) 865,000 Shares owned by Shah Opportunity and (ii) 192,507 Shares held in the Shah Management
Account.
|
Percentage: Approximately
2.7%
|
(b)
|
1. Sole power to vote or direct vote: 35,594
2. Shared power to vote or direct vote: 1,057,507
3. Sole power to dispose or direct the disposition: 35,594
4. Shared power to dispose or direct the disposition: 1,057,507
|
|
(c)
|
Mr. Shah has not entered into any transactions in the Shares since the filing of Amendment No.
1 to the Schedule 13D.
|
|
(a)
|
As of the close of business on March 7, 2018, Towle Capital beneficially owned 313,000 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 313,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 313,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Towle Capital has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D.
|
|
(a)
|
As of the close of business on March 7, 2018, Towle Value beneficially owned 324,700 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 324,700
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 324,700
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Towle Value has not entered into any transactions in the Shares since the filing of Amendment No.
1 to the Schedule 13D.
|
|
(a)
|
As of the close of business on March 7, 2018, 1,380,589 Shares were held in the Towle Account.
Towle, as the general partner of Towle Capital and investment manager of Towle Value, may be deemed the beneficial owner of 2,018,289
Shares consisting of (i) 313,000 shares owned by Towle Capital and (ii) 324,700 shares owned by Towle Value.
|
Percentage: Approximately
5.0%
|
(b)
|
1. Sole power to vote or direct vote: 2,018,289
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,018,289
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Towle through the Towle Account since the filing of Amendment
No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 7, 2018, Mr. J. Towle directly owned 58,900 Shares and, as
the investment manager of Ellwood, may be deemed the beneficial owner of the 10,100 Shares held by Ellwood. Mr. J. Towle, as a
partner of Towle, may be deemed the beneficial owner of 2,087,289 Shares including (i) 1,380,589 Shares held in the Towle Account;
(ii) 313,000 Shares owned by Towle Capital and (iii) 324,700 Shares owned by Towle Value.
|
Percentage: Approximately
5.1%
|
(b)
|
1. Sole power to vote or direct vote: 69,000
2. Shared power to vote or direct vote: 2,018,289
3. Sole power to dispose or direct the disposition: 69,000
4. Shared power to dispose or direct the disposition: 2,018,289
|
|
(c)
|
Mr. J. Towle has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Towle through the Towle Account since the filing of Amendment
No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 7, 2018, Mr. C. Towle directly owned 26,500 Shares, including
4,500 Shares owned by his spouse. Mr. C. Towle, as general partner of Towle Partners, may be deemed the beneficial owner of the
1,235 Shares held by Towle Partners. Mr. C. Towle, as a partner of Towle, may be deemed the beneficial owner of 2,046,024 Shares
including (i) 1,380,589 Shares held in the Towle Account; (ii) 313,000 Shares owned by Towle Capital and (iii) 324,700 Shares owned
by Towle Value.
|
Percentage: Approximately
5.1%
|
(b)
|
1. Sole power to vote or direct vote: 27,735
2. Shared power to vote or direct vote: 2,018,289
3. Sole power to dispose or direct the disposition: 27,735
|
4. Shared power to dispose or direct
the disposition: 2,018,289
|
(c)
|
Mr. C. Towle has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Towle through the Towle Account since the filing of Amendment
No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 7, 2018, Mr. Bartoszek directly owned 160,000 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 160,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 160,000
|
4. Shared power to dispose or direct
the disposition: 0
|
(c)
|
The transactions in the Shares by Mr. Bartoszek since the filing of Amendment No. 1 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 7, 2018, the Kirshner Trust beneficially owned 3,000 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 3,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,000
|
4. Shared power to dispose or direct
the disposition: 0
|
(c)
|
The Kirshner Trust has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D.
|
|
(a)
|
Mr. Kirshner, as the trustee of the Kirshner Trust, may be deemed the beneficial owner of the 3,000
Shares owned by the Kirshner Trust.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 3,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Kirshner has not entered into any transactions in the Shares since the filing of Amendment
No. 1 the Schedule 13D.
|
|
(a)
|
As of the close of business on March 7, 2018, Mr. D. Moore did not own any Shares.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. D. Moore has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D.
|
As of the close of
business on March 7, 2018, the Reporting Persons collectively beneficially owned an aggregate of 5,181,125 Shares, constituting
approximately 12.7% of the Shares outstanding.
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is hereby amended
to add the following exhibit:
99.1 Joinder
Agreement to the Group Agreement, dated March 7, 2018.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 7, 2018
|
|
|
|
|
/s/ Tyler Baron
|
|
Tyler Baron
|
|
/s/ August Roth
|
|
August Roth
|
|
/s/ Justin Moore
|
|
Justin Moore
|
|
RBM Holdings LLC
|
|
|
|
By:
|
/s/ Tyler Baron
|
|
|
Name:
|
Tyler Baron
|
|
|
Title:
|
Member
|
|
Shah Capital Opportunity Fund LP
|
|
|
|
By:
|
Shah Capital LLC, its General Partner
|
|
|
|
|
By:
|
/s/ Himanshu H. Shah
|
|
|
Name:
|
Himanshu H. Shah
|
|
|
Title:
|
Managing Member
|
|
Shah Capital LLC
|
|
|
|
By:
|
/s/ Himanshu H. Shah
|
|
|
Name:
|
Himanshu H. Shah
|
|
|
Title:
|
Managing Member
|
|
Shah Capital Management
|
|
|
|
By:
|
/s/ Himanshu H. Shah
|
|
|
Name:
|
Himanshu H. Shah
|
|
|
Title:
|
President and Chief Investment Officer
|
|
/s/ Himanshu H. Shah
|
|
Himanshu H. Shah
|
|
Towle Capital Partners LP
|
|
|
|
By:
|
Towle & Co., its General Partner
|
|
|
|
|
By:
|
/s/ Christopher D. Towle
|
|
|
Name:
|
Christopher D. Towle
|
|
|
Title:
|
President and CEO
|
|
Towle Deep Value Fund
|
|
|
|
By:
|
Towle & Co., its Investment Manager
|
|
|
|
|
By:
|
/s/ Christopher D. Towle
|
|
|
Name:
|
Christopher D. Towle
|
|
|
Title:
|
President and CEO
|
|
Towle & Co.
|
|
|
|
By:
|
/s/ Christopher D. Towle
|
|
|
Name:
|
Christopher D. Towle
|
|
|
Title:
|
President and CEO
|
|
/s/ Joseph E. Towle
|
|
Joseph E. Towle
|
|
/s/ Christopher D. Towle
|
|
Christopher D. Towle
|
|
/s/ Raymond J. Bartoszek
|
|
Raymond J. Bartoszek
|
|
The Kirshner Living Trust dtd 04/29/2015
|
|
|
|
By:
|
/s/ David K. Kirshner
|
|
|
Name:
|
David K. Kirshner
|
|
|
Title:
|
Trustee
|
|
/s/ David K. Kirshner
|
|
David K. Kirshner
|
|
/s/ Donald A. Moore
|
|
Donald A. Moore
|
SCHEDULE A
Transactions in the Shares Since
the Filing of Amendment No. 1 to the Schedule 13D
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
justin
moore
Purchase of Common Stock
|
25,000
|
4.7500
|
02/05/2018
|
Purchase of Common Stock
|
25,000
|
4.7000
|
02/05/2018
|
Purchase of Common Stock
|
6,094
|
4.6500
|
02/05/2018
|
Purchase of Common Stock
|
25,000
|
4.6000
|
02/06/2018
|
Purchase of Common Stock
|
3,317
|
4.5500
|
02/06/2018
|
Purchase of Common Stock
|
3,030
|
4.5500
|
02/08/2018
|
TOWLE
& CO.
(Through the Towle Account)
Sale of Common Stock
|
(720)
|
4.2288
|
02/09/2018
|
Sale of Common Stock
|
(6,256)
|
4.5504
|
02/12/2018
|
Sale of Common Stock
|
(4,000)
|
4.5500
|
02/13/2018
|
Sale of Common Stock
|
(100)
|
4.5500
|
02/14/2018
|
Sale of Common Stock
|
(13,244)
|
4.5404
|
02/15/2018
|
Sale of Common Stock
|
(3,200)
|
4.5078
|
02/15/2018
|
Purchase of Common Stock
|
1,300
|
4.5712
|
02/15/2018
|
Purchase of Common Stock
|
1,360
|
2.2300
|
03/01/2018
|
Sale of Common Stock
|
(790)
|
2.3250
|
03/06/2018
|
Raymond
j. bartoszek
Purchase of Common Stock
|
10,000
|
2.5000
|
02/22/2018
|