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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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(Print or Type Responses)
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Meson Capital Partners LLC 2687 CALIFORNIA STREET SAN FRANCISCO, CA 94115 |
X | See Explanation of Responses | ||
| Meson Capital Constructive Partners LP 2687 CALIFORNIA STREET SAN FRANCISCO, CA 94115 |
X | See Explanation of Responses | ||
| Meson Capital Partners LP 2687 CALIFORNIA STREET SAN FRANCISCO, CA 94115 |
See Explanation of Responses | |||
| Morris Ryan J. 2687 CALIFORNIA STREET SAN FRANCISCO, CA 94115 |
X | See Explanation of Responses | ||
| By: Meson Capital Constructive Partners L.P., By: Meson Capital Partners LLC, General Partner, By: /s/ Ryan J. Morris, Managing Member | 10/16/2012 | |
| ** Signature of Reporting Person |
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| By: Meson Capital Partners LP, By: Meson Capital Partners LLC, General Partner, By: /s/ Ryan J. Morris, Managing Member | 10/16/2012 | |
| ** Signature of Reporting Person |
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| By: Meson Capital Partners LLC, By: /s/ Ryan J. Morris, Managing Member | 10/16/2012 | |
| ** Signature of Reporting Person |
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| By: /s/ Ryan J. Morris | 10/16/2012 | |
| ** Signature of Reporting Person |
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| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This Form 4 is filed jointly by Meson Capital Constructive Partners L.P. ("Meson Constructive"), Meson Capital Partners LP ("Meson LP"), Meson Capital Partners LLC ("Meson LLC") and Ryan J. Morris. Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein. |
| (2) | Securities owned directly by Meson Constructive, and owned indirectly by Meson LLC by virtue of it being the general partner of Meson Constructive and by Ryan J. Morris by virtue of his position as managing member of Meson LLC. |
| (3) | Securities owned directly by Meson LP, and owned indirectly by Meson LLC by virtue of it being the general partner of Meson LP and by Ryan J. Morris by virtue of his position as managing member of Meson LLC. |