PHILLIP GOLSTEIN
BULLDOG INVESTORS, LLC
Park 80 West – Plaza Two
250 Pehle Ave., Suite 708
Saddle Brook, NJ 07663
(914) 747-5262
|
ERIC ROSENFELD
C/O CRESCENDO PARTNERS
777 Third Avenue, 37th Floor
New York, NY 10017
(212) 319-7676
|
1
|
NAME OF REPORTING PERSON
BULLDOG INVESTORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,073,331*
|
|
8
|
SHARED VOTING POWER
1,855,500
|
||
9
|
SOLE DISPOSITIVE POWER
2,073,331*
|
||
10
|
SHARED DISPOSITIVE POWER
1,855,500
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,928,831*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.62%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
FULL VALUE PARTNERS, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
716,946
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
716,946
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
716,946
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.39%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
ANDREW DAKOS
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,073,331*
|
|
8
|
SHARED VOTING POWER
1,855,500
|
||
9
|
SOLE DISPOSITIVE POWER
2,073,331*
|
||
10
|
SHARED DISPOSITIVE POWER
1,855,500
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,928,831*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.62%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
PHILLIP GOLDSTEIN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,073,331*
|
|
8
|
SHARED VOTING POWER
1,855,500
|
||
9
|
SOLE DISPOSITIVE POWER
2,073,331*
|
||
10
|
SHARED DISPOSITIVE POWER
1,855,500
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,928,831*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.62%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
STEVEN SAMUELS
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,073,331*
|
|
8
|
SHARED VOTING POWER
1,855,500
|
||
9
|
SOLE DISPOSITIVE POWER
2,073,331*
|
||
10
|
SHARED DISPOSITIVE POWER
1,855,500
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,928,831*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.62%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
CRESCENDO PARTNERS II, L.P., SERIES M2
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,549,374
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
2,549,374
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,549,374
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
CRESCENDO INVESTMENTS II, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,549,374
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
2,549,374
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,549,374
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
CRESCENDO PARTNERS III, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
43,641
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
43,641
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,641
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
CRESCENDO INVESTMENTS III, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
43,641
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
43,641
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,641
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
CRESCENDO ADVISORS II, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,593,015
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
2,593,015
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,593,015
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
JAMARANT CAPITAL, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
57,826
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
57,826
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,826
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
JAMARANT INVESTORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
57,826
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
57,826
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,826
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
JAMARANT ADVISORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
57,826
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
57,826
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,826
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
ERIC ROSENFELD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,621,512*
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
2,621,512*
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,621,512*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
GREGORY R. MONAHAN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
13,000
|
|
8
|
SHARED VOTING POWER
57,826
|
||
9
|
SOLE DISPOSITIVE POWER
13,000
|
||
10
|
SHARED DISPOSITIVE POWER
57,826
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,826*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
DAVID SGRO
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
15,500
|
|
8
|
SHARED VOTING POWER
57,826
|
||
9
|
SOLE DISPOSITIVE POWER
15,500
|
||
10
|
SHARED DISPOSITIVE POWER
57,826
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,326*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
PAUL EVANS
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
||
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
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
CHARLES GILLMAN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
||
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
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JOHN P. SCHAUERMAN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
15,183
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
15,183
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,183
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Full Value Partners, L.P., a Delaware limited partnership (“Full Value Partners”);
|
|
(ii)
|
Bulldog Investors, LLC, a Delaware limited liability company (“Bulldog”), which serves as the investment adviser of Full Value Partners;
|
|
(iii)
|
Andrew Dakos, who serves as a member of Bulldog and as a nominee for the Board;
|
|
(iv)
|
Phillip Goldstein, who serves as a member of Bulldog;
|
|
(v)
|
Steven Samuels, who serves as a member of Bulldog;
|
|
(vi)
|
Crescendo Partners II, L.P., Series M2, a Delaware limited partnership (“Crescendo Partners II”);
|
|
(vii)
|
Crescendo Investments II, LLC, a Delaware limited liability company (“Crescendo Investments II”), who serves as the general partner of Crescendo Partners II;
|
|
(viii)
|
Crescendo Partners III, L.P., a Delaware limited partnership (“Crescendo Partners III”);
|
|
(ix)
|
Crescendo Investments III, LLC, a Delaware limited liability company (“Crescendo Investments III”), who serves as the general partner of Crescendo Partners III;
|
|
(x)
|
Crescendo Advisors II, LLC, a Delaware limited liability company (“Crescendo Advisors II”), who serves as the investment advisor to Crescendo Partners II and Crescendo Partners III;
|
|
(xi)
|
Jamarant Capital, L.P., a Delaware limited partnership (“Jamarant Capital”);
|
|
(xii)
|
Jamarant Investors, LLC, a Delaware limited liability company (“Jamarant Investors”), who serves as the general partner to Jamarant Capital;
|
|
(xiii)
|
Jamarant Advisors, LLC, a Delaware limited liability company (“Jamarant Advisors”), who serves as the investment advisor to Jamarant Capital;
|
|
(xiv)
|
Eric Rosenfeld, who serves as the managing member of Crescendo Investments II and Crescendo Advisors II;
|
|
(xv)
|
Gregory R. Monahan, who serves as a managing member of Jamarant Investors and Jamarant Advisors;
|
|
(xvi)
|
David Sgro, who serves as a managing member of Jamarant Investors and Jamarant Advisors and as nominee for the Board;
|
|
(xvii)
|
Paul Evans, as nominee for the Board;
|
|
(xviii)
|
Charles Gillman, as nominee for the Board; and
|
|
(xix)
|
John P. Schauerman, as nominee for the Board.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Full Value Partners, L.P.
|
|
(a)
|
As of the close of business on March 11, 2016, Full Value Partners, L.P. beneficially owned 716,946 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 716,946
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 716,946
|
|
(c)
|
Full Value Partners did not enter into any transactions in the Shares since the filing of the Schedule 13D.
|
B.
|
Bulldog Investors, LLC
|
|
(a)
|
Bulldog Investors, LLC may be deemed the beneficial owner of 3,928,831 Shares, consisting of the following: (i) 716,946 Shares owned by Full Value Partners, L.P., for which Bulldog Investors, LLC serves as investment adviser, (ii) 27,912 Shares held by Phillip Goldstein, a member of Bulldog Investors, LLC; and (iii) 3,183,973 Shares held by clients of Bulldog Investors, LLC.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,073,331
|
|
2. Shared power to vote or direct vote: 1,855,500
|
|
3. Sole power to dispose or direct the disposition: 2,073,331
|
|
4. Shared power to dispose or direct the disposition: 1,855,500
|
|
(c)
|
Bulldog Investors, LLC on behalf of its clients did not enter into any transactions in the Shares since the filing of the Schedule 13D.
|
C.
|
Andrew Dakos
|
|
(a)
|
As of the close of business on March 11, 2016, Mr. Dakos did not directly own any Shares. As a member of Bulldog Investors, LLC, Mr. Dakos may be deemed the beneficial owner of the 3,928,831 Shares beneficially owned by Bulldog Investors, LLC.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,073,331
|
|
2. Shared power to vote or direct vote: 1,855,500
|
|
3. Sole power to dispose or direct the disposition: 2,073,331
|
|
4. Shared power to dispose or direct the disposition: 1,855,500
|
|
(c)
|
Mr. Dakos did not enter into any transactions in the Share since the filing of the Schedule 13D.
|
D.
|
Phillip Goldstein
|
|
(a)
|
As of the close of business on March 11, 2016, Mr. Goldstein directly owned 27,912 Shares. As a member of Bulldog Investors, LLC, Mr. Goldstein may be deemed the beneficial owner of 3,928,831 Shares beneficially owned by Bulldog Investors, LLC (which amount includes the 27,912 Shares held directly by Mr. Goldstein, and the 716,946 Shares held directly by Full Value Partners).
|
|
(b)
|
1. Sole power to vote or direct vote: 2,073,331
|
|
2. Shared power to vote or direct vote: 1,855,500
|
|
3. Sole power to dispose or direct the disposition: 2,073,331
|
|
4. Shared power to dispose or direct the disposition: 1,855,500
|
|
(c)
|
Mr. Goldstein did not enter into any transactions in the Shares since the filing of the Schedule 13D.
|
E.
|
Steven Samuels
|
|
(a)
|
As of the close of business on March 11, 2016, Mr. Samuels did not directly own any Shares. As a member of Bulldog Investors, LLC, Mr. Samuels may be deemed the beneficial owner of the 3,928,831 Shares beneficially owned by Bulldog Investors, LLC.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,073,331
|
|
2. Shared power to vote or direct vote: 1,855,500
|
|
3. Sole power to dispose or direct the disposition: 2,073,331
|
|
4. Shared power to dispose or direct the disposition: 1,855,500
|
|
(c)
|
Mr. Samuels did not enter into any transactions in the Share since the filing of the Schedule 13D.
|
F.
|
Crescendo Partners II
|
|
(a)
|
As of the close of business on March 11, 2016, Crescendo Partners II beneficially owned 2,549,374 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,549,374
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,549,374
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Crescendo Partners II has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
G.
|
Crescendo Investments II
|
|
(a)
|
Crescendo Investments II, as the general partner of Crescendo Partners II, may be deemed the beneficial owner of the 2,549,374 Shares owned by Crescendo Partners II.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,549,374
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,549,374
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Crescendo Investments II has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
H.
|
Crescendo Partners III
|
|
(a)
|
As of the close of business on March 11, 2016, Crescendo Partners III beneficially owned 43,641 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 43,641
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 43,641
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Crescendo Partners III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
I.
|
Crescendo Investments III
|
|
(a)
|
Crescendo Investments III, as the general partner of Crescendo Partners III, may be deemed the beneficial owner of the 43,641 Shares owned by Crescendo Partners III.
|
|
(b)
|
1. Sole power to vote or direct vote: 43,641
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 43,641
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Crescendo Investments III has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of Crescendo Partners III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
J.
|
Crescendo Advisors II
|
|
(a)
|
Crescendo Advisors II, as the investment advisor of Crescendo Partners II and Crescendo Partners III, may be deemed the beneficial owner of (a) the 2,549,374 Shares owned by Crescendo Partners II and (b) the 43,641 Shares owned by Crescendo Partners III.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,593,015
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,593,015
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Crescendo Advisors II has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of Crescendo Partners III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
K.
|
Jamarant Capital
|
|
(a)
|
As of the close of business on March 11, 2016, Jamarant Capital beneficially owned 57,826 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 57,826
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 57,826
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Jamarant Capital since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
L.
|
Jamarant Investors
|
|
(a)
|
Jamarant Investors, as the general partner of Jamarant Capital, may be deemed the beneficial owner of the 57,826 Shares owned by Jamarant Capital.
|
|
(b)
|
1. Sole power to vote or direct vote: 57,826
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 57,826
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Jamarant Investors has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of Jamarant Capital since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
M.
|
Jamarant Advisors
|
|
(a)
|
Jamarant Advisors, as the investment advisor of Jamarant Capital, may be deemed the beneficial owner of the 57,826 Shares owned by Jamarant Capital.
|
|
(b)
|
1. Sole power to vote or direct vote: 57,826
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 57,826
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Jamarant Advisors has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of Jamarant Capital since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
N.
|
Eric Rosenfeld
|
|
(a)
|
As of the close of business on March 11, 2016, Mr. Rosenfeld directly owned 28,497 Shares (including 6,000 shares of restricted stock). Mr. Rosenfeld, as the managing member of Crescendo Investments II, Crescendo Investments III and Crescendo Advisors II, may be deemed the beneficial owner of (a) the 2,549,374 Shares owned by Crescendo Partners II and (b) the 43,641 Shares owned by Crescendo Partners III.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,621,512
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,621,512
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Rosenfeld has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of Crescendo Partners III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
O.
|
Gregory Monahan
|
|
(a)
|
As of the close of business on March 11, 2016, Mr. Monahan directly owned 13,000 Shares. Mr. Monahan, as a managing member of Jamarant Investors and Jamarant Advisors, may be deemed the beneficial owner of the 57,826 Shares owned by Jamarant Capital.
|
|
(b)
|
1. Sole power to vote or direct vote: 13,000
|
|
2. Shared power to vote or direct vote: 57,826
|
|
3. Sole power to dispose or direct the disposition: 13,000
|
|
4. Shared power to dispose or direct the disposition: 57,826
|
|
(c)
|
Mr. Monahan has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of Jamarant Capital since the filing of the 13D are set forth in Schedule A and are incorporated herein by reference.
|
P.
|
David Sgro
|
|
(a)
|
As of the close of business on March 11, 2016, Mr. Sgro directly owned 15,500 Shares. Mr. Sgro, as a managing member of Jamarant Investors and Jamarant Advisors, may be deemed the beneficial owner of the 57,826 Shares owned by Jamarant Capital.
|
|
(b)
|
1. Sole power to vote or direct vote: 15,500
|
|
2. Shared power to vote or direct vote: 57,826
|
|
3. Sole power to dispose or direct the disposition: 15,500
|
|
4. Shared power to dispose or direct the disposition: 57,826
|
|
(c)
|
Mr. Sgro has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of Jamarant Capital since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
Q.
|
Paul Evans
|
|
(a)
|
As of the close of business on March 11, 2016, Mr. Evans did not beneficially own any Shares.
|
|
(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. Evans did not enter into any transactions in the Shares since the filing of the Schedule 13D.
|
R.
|
Charles Gillman
|
|
(a)
|
As of the close of business on March 11, 2016, Mr. Gillman did not beneficially own any Shares.
|
|
(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. Gillman did not enter into any transactions in the Shares since the filing of the Schedule 13D.
|
S.
|
John P. Schauerman
|
|
(a)
|
As of the close of business on March 11, 2016, Mr. Schauerman beneficially owned 15,183 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 15,183
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 15,183
|
|
(c)
|
Mr. Schauerman did not enter into any transactions in the Shares since the filing of the Schedule 13D.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joinder Agreement, dated March 14, 2016.
|
FULL VALUE PARTNERS, L.P.
|
|||
By:
|
Full Value Advisors, LLC
General Partner
|
||
By:
|
/s/ Phillip Goldstein
|
||
Name:
|
Phillip Goldstein
|
||
Title:
|
Manager
|
BULLDOG INVESTORS, LLC
|
|||
By:
|
/s/ Phillip Goldstein
|
||
Name:
|
Phillip Goldstein
|
||
Title:
|
Member
|
/s/ Andrew Dakos
|
|
ANDREW DAKOS
|
|
/s/ Phillip Goldstein
|
|
PHILLIP GOLDSTEIN
|
|
/s/ Steven Samuels
|
|
STEVEN SAMUELS
|
CRESCENDO PARTNERS II, L.P., SERIES M2
|
|||
By:
|
Crescendo Investments II, LLC
General Partner
|
||
By:
|
/s/ Eric Rosenfeld
|
||
Name:
|
Eric Rosenfeld
|
||
Title:
|
Managing Member
|
CRESCENDO INVESTMENTS II, LLC
|
|||
By:
|
/s/ Eric Rosenfeld
|
||
Name:
|
Eric Rosenfeld
|
||
Title:
|
Managing Member
|
CRESCENDO PARTNERS III, L.P.
|
|||
By:
|
Crescendo Investments III, LLC
General Partner
|
||
By:
|
/s/ Eric Rosenfeld
|
||
Name:
|
Eric Rosenfeld
|
||
Title:
|
Managing Member
|
CRESCENDO INVESTMENTS III, LLC
|
|||
By:
|
/s/ Eric Rosenfeld
|
||
Name:
|
Eric Rosenfeld
|
||
Title:
|
Managing Member
|
CRESCENDO ADVISORS II, LLC
|
|||
By:
|
/s/ Eric Rosenfeld
|
||
Name:
|
Eric Rosenfeld
|
||
Title:
|
Managing Member
|
JAMARANT CAPITAL, L.P.
|
||||
By:
|
Jamarant Investors, LLC
General Partner
|
|||
By:
|
/s/ Gregory R. Monahan
|
|||
Name:
|
Gregory R. Monahan
|
|||
Title:
|
Managing Member
|
|||
By:
|
/s/ David Sgro
|
|||
Name:
|
David Sgro
|
|||
Title:
|
Managing Member
|
JAMARANT INVESTORS, LLC
|
|||
By:
|
/s/ Gregory R. Monahan
|
||
Name:
|
Gregory R. Monahan
|
||
Title:
|
Managing Member
|
||
By:
|
/s/ David Sgro
|
||
Name:
|
David Sgro
|
||
Title:
|
Managing Member
|
JAMARANT ADVISORS, LLC
|
|||
By:
|
/s/ Gregory R. Monahan
|
||
Name:
|
Gregory R. Monahan
|
||
Title:
|
Managing Member
|
||
By:
|
/s/ David Sgro
|
||
Name:
|
David Sgro
|
||
Title:
|
Managing Member
|
/s/ Eric Rosenfeld
|
|
ERIC ROSENFELD, Individually and as attorney-in-fact for Paul Evans, Charles Gillman and John P. Schauerman
|
/s/ Gregory R. Monahan
|
|
GREGORY R. MONAHAN
|
/s/ David Sgro
|
|
DAVID SGRO
|
Shares of Common
Stock Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
43,641
|
3.1886
|
03/10/2016
|
615
|
3.1900
|
03/10/2016
|