1
|
NAME
OF REPORTING PERSON
OAK
STREET CAPITAL MASTER FUND, LTD.
|
||
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
CAYMAN
ISLANDS
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
8
|
SHARED
VOTING POWER
1,728,718
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,728,718
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,728,718
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
OAK
STREET CAPITAL MANAGEMENT, 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
- 0
-
|
|
8
|
SHARED
VOTING POWER
1,825,843
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,825,843
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,825,843
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
DAVID
MAKULA
|
||
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
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
8
|
SHARED
VOTING POWER
1,825,843
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,825,843
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,825,843
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
PATRICK
WALSH
|
||
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
43,000
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
43,000
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,000
|
||
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
SOUNDPOST
CAPITAL, LP
|
||
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
- 0
-
|
|
8
|
SHARED
VOTING POWER
1,384,259
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,384,259
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,384,259
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
SOUNDPOST
CAPITAL OFFSHORE, LTD.
|
||
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
CAYMAN
ISLANDS
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
8
|
SHARED
VOTING POWER
531,360
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
531,360
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,360
|
||
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
CO
|
1
|
NAME
OF REPORTING PERSON
SOUNDPOST
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
- 0
-
|
|
8
|
SHARED
VOTING POWER
1,384,259
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
1,384,259
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,384,259
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
SOUNDPOST
PARTNERS, LP
|
||
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
- 0
-
|
|
8
|
SHARED
VOTING POWER
890,741
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
890,741
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
890,741
|
||
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
SOUNDPOST
INVESTMENTS, 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
- 0
-
|
|
8
|
SHARED
VOTING POWER
890,741
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
890,741
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
890,741
|
||
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
JAIME
LESTER
|
||
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
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
8
|
SHARED
VOTING POWER
2,275,000
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
2,275,000
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,275,000
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
LYRICAL
OPPORTUNITY PARTNERS II, 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
- 0
-
|
|
8
|
SHARED
VOTING POWER
338,500
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
338,500
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
338,500
|
||
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
LYRICAL
OPPORTUNITY PARTNERS II, LTD.
|
||
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
CAYMAN
ISLANDS
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
8
|
SHARED
VOTING POWER
368,600
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
368,600
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,600
|
||
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
CO
|
1
|
NAME
OF REPORTING PERSON
LYRICAL
OPPORTUNITY PARTNERS II GP, 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
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
- 0
-
|
|
8
|
SHARED
VOTING POWER
338,500
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
338,500
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
338,500
|
||
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
LYRICAL
CORP 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
- 0
-
|
|
8
|
SHARED
VOTING POWER
338,500
|
||
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
||
10
|
SHARED
DISPOSITIVE POWER
338,500
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
338,500
|
||
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
LYRICAL
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
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
- 0
-
|
|
8
|
SHARED
VOTING POWER
368,600
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
368,600
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,600
|
||
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
LYRICAL
CORP I, 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
- 0
-
|
|
8
|
SHARED
VOTING POWER
368,600
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
368,600
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,600
|
||
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
JEFFREY
KESWIN
|
||
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
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
8
|
SHARED
VOTING POWER
707,100
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
707,100
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,100
|
||
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
1.
|
Security and
Issuer.
|
Item
2.
|
Identity and
Background.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
Item
4.
|
Purpose of
Transaction.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item
7.
|
Material to be Filed
as Exhibits.
|
|
99.1
|
Joint
Filing Agreement by and among Oak Street Capital Master Fund, Ltd., Oak
Street Capital Management, LLC, David Makula, Patrick Walsh, Soundpost
Capital, LP, Soundpost Capital Offshore, Ltd., Soundpost Advisors, LLC,
Soundpost Partners, LP, Soundpost Investments, LLC, Jaime Lester, Lyrical
Opportunity Partners II, L.P., Lyrical Opportunity Partners II, Ltd.,
Lyrical Opportunity Partners II GP, L.P., Lyrical Corp III, LLC, Lyrical
Partners, L.P., Lyrical Corp I, LLC, and Jeffrey Keswin dated January 21,
2010.
|
Dated:
January 21, 2010
|
OAK
STREET CAPITAL MASTER FUND, LTD.
|
||
By:
|
Oak
Street Capital Management, LLC
Investment
Manager
|
||
By:
|
/s/
David Makula
|
||
David
Makula
Managing
Member
|
OAK
STREET CAPITAL MANAGEMENT, LLC
|
||
By:
|
/s/
David Makula
|
|
David
Makula
Managing
Member
|
/s/
David Makula
|
|
DAVID
MAKULA
|
/s/
Patrick Walsh
|
|
PATRICK
WALSH
|
SOUNDPOST
CAPITAL, LP
|
|||
By:
|
Soundpost
Advisors, LLC
General
Partner
|
||
By:
|
/s/
Jaime Lester
|
||
Jaime
Lester
Managing
Member
|
SOUNDPOST
CAPITAL OFFSHORE, LTD.
|
|||
By:
|
Soundpost
Partners, LP
Investment
Manager
|
||
By:
|
Soundpost
Investments, LLC
General
Partner
|
||
By:
|
/s/
Jaime Lester
|
||
Jaime
Lester
Managing
Member
|
SOUNDPOST
ADVISORS, LLC
|
||
By:
|
/s/
Jaime Lester
|
|
Jaime
Lester
Managing
Member
|
SOUNDPOST
PARTNERS, LP
|
|||
By:
|
Soundpost
Investments, LLC
General
Partner
|
||
By:
|
/s/
Jaime Lester
|
||
Jaime
Lester
Managing
Member
|
SOUNDPOST
INVESTMENTS, LLC
|
||
By:
|
/s/
Jaime Lester
|
|
Jaime
Lester
Managing
Member
|
/s/
Jaime Lester
|
|
JAIME
LESTER
|
LYRICAL
OPPORTUNITY PARTNERS II, L.P.
|
|||
By:
|
Lyrical
Opportunity Partners II GP, L.P.
General
Partner
|
||
By:
|
Lyrical
Corp III, LLC
General
Partner
|
||
By:
|
/s/
Jeffrey Keswin
|
||
Jeffrey
Keswin
Managing
Member
|
LYRICAL
OPPORTUNITY PARTNERS II, LTD.
|
|||
By:
|
Lyrical
Partners, L.P.
Investment
Manager
|
||
By:
|
Lyrical
Corp I, LLC
General
Partner
|
||
By:
|
/s/
Jeffrey Keswin
|
||
Jeffrey
Keswin
Managing
Member
|
LYRICAL
OPPORTUNITY PARTNERS II GP, L.P.
|
|||
By:
|
Lyrical
Corp III, LLC
General
Partner
|
||
By:
|
/s/
Jeffrey Keswin
|
||
Jeffrey
Keswin
Managing
Member
|
LYRICAL
CORP III, LLC
|
||
By:
|
/s/
Jeffrey Keswin
|
|
Jeffrey
Keswin
Managing
Member
|
LYRICAL
PARTNERS, L.P.
|
|||
By:
|
Lyrical
Corp I, LLC
General
Partner
|
||
By:
|
/s/
Jeffrey Keswin
|
||
Jeffrey
Keswin
Managing
Member
|
LYRICAL
CORP I, LLC
|
||
By:
|
/s/
Jeffrey Keswin
|
|
Jeffrey
Keswin
Managing
Member
|
/s/
Jeffrey Keswin
|
|
JEFFREY
KESWIN
|
Name
|
Principal Occupation
|
Principal
Business Address
|
Citizenship
|
|||
Ronan
Guilfoyle
|
Manager
of dms Management Ltd.,
a
management company
|
c/o
dms Management Ltd.
P.O.
Box 31910
dms
House, 20 Genesis Close
Grand
Cayman
Cayman
Islands
KY1-1208
|
Ireland
|
|||
Roger
H. Hanson
|
Director
of dms Management Ltd.,
a
management company
|
c/o
dms Management Ltd.
P.O.
Box 31910
dms
House, 20 Genesis Close
Grand
Cayman
Cayman
Islands
KY1-1208
|
United
Kingdom
|
|||
David
Makula
|
See
Item 2
|
See
Item 2
|
See
Item 2
|
Name
|
Principal Occupation
|
Principal
Business Address
|
Citizenship
|
|||
Ian
Goodall
|
Manager
of International Management Services Ltd.,
a
management company
|
c/o
International Management Services Ltd.
Harbour
Centre, 4th
Floor
North
Church Street
P.O.
Box 61
George
Town
Grand
Cayman
Cayman
Islands
KY1-1102
|
United
Kingdom
|
|||
Sarah
Kelly
|
Manager
of International Management Services Ltd.,
a
management company
|
c/o
International Management Services Ltd.
Harbour
Centre, 4th
Floor
North
Church Street
P.O.
Box 61
George
Town
Grand
Cayman
Cayman
Islands
KY1-1102
|
United
Kingdom
|
|||
Jaime
Lester
|
See
Item 2
|
See
Item 2
|
See
Item 2
|
Name
|
Principal Occupation
|
Principal
Business Address
|
Citizenship
|
|||
Evan
Burtton
|
Senior
Manager of Fund Services at Ogier Fiduciary
Services (Cayman) Limited, a
fiduciary services firm
|
c/o
Ogier Fiduciary Services (Cayman) Limited
P.O.
Box 1234 GT
Queensgate
House
South
Church Street
Grand
Cayman
Cayman
Islands
KY1-1108
|
New
Zealand
|
|||
Victor
Pisante
|
Founder,
Bluehouse Capital Advisors Ltd., a
real estate private equity firm
|
c/o
Bluehouse Capital Advisors Ltd.
6,
Othonos Street
105
57 Athens
Greece
|
Italy
|
|||
Jeffrey
Keswin
|
See
Item 2
|
See
Item 2
|
See
Item 2
|
Class
of
Security
|
Securities
Purchased / (Sold)
|
Price
Per
Share ($)
|
Date
of
Purchase /
Sale
|
Common
Stock
|
47,500
|
2.2814
|
11/12/09
|
|
Common
Stock
|
23,625
|
2.2380
|
11/13/09
|
|
Common
Stock
|
94,500
|
2.3393
|
11/18/09
|
|
Common
Stock
|
118,750
|
2.2358
|
11/20/09
|
|
Common
Stock
|
47,500
|
2.2286
|
11/23/09
|
|
Common
Stock
|
21,375
|
2.4300
|
12/15/09
|
|
Common
Stock
|
11,685
|
2.4155
|
12/16/09
|
|
Common
Stock
|
9,310
|
2.4402
|
12/17/09
|
|
Common
Stock
|
95,000
|
2.2875
|
12/23/09
|
|
Common
Stock
|
47,500
|
2.2800
|
12/24/09
|
|
Common
Stock
|
95,000
|
2.2153
|
12/28/09
|
|
Common
Stock
|
47,500
|
2.1899
|
12/29/09
|
|
Common
Stock
|
23,750
|
2.1600
|
12/31/09
|
Common
Stock
|
2,500
|
2.2814
|
11/12/09
|
|
Common
Stock
|
1,375
|
2.2380
|
11/13/09
|
|
Common
Stock
|
5,500
|
2.3393
|
11/18/09
|
|
Common
Stock
|
6,250
|
2.2358
|
11/20/09
|
|
Common
Stock
|
2,500
|
2.2286
|
11/23/09
|
|
Common
Stock
|
1,125
|
2.4300
|
12/15/09
|
|
Common
Stock
|
615
|
2.4155
|
12/16/09
|
|
Common
Stock
|
490
|
2.4402
|
12/17/09
|
|
Common
Stock
|
5,000
|
2.2875
|
12/23/09
|
|
Common
Stock
|
2,500
|
2.2800
|
12/24/09
|
|
Common
Stock
|
5,000
|
2.2153
|
12/28/09
|
|
Common
Stock
|
2,500
|
2.1899
|
12/29/09
|
|
Common
Stock
|
1,250
|
2.1600
|
12/31/09
|
Common
Stock
|
100
|
2.1601
|
11/13/09
|
|
Common
Stock
|
381
|
2.2117
|
11/13/09
|
|
Common
Stock
|
519
|
2.2165
|
11/13/09
|
|
Common
Stock
|
2,000
|
2.2264
|
11/20/09
|
|
Common
Stock
|
2,000
|
2.2364
|
11/23/09
|
|
Common
Stock
|
2,000
|
2.1965
|
11/24/09
|
|
Common
Stock
|
2,000
|
2.2464
|
12/01/09
|
|
Common
Stock
|
3,000
|
2.2776
|
12/21/09
|
|
Common
Stock
|
2,000
|
2.2664
|
12/21/09
|
|
Common
Stock
|
800
|
2.2813
|
12/21/09
|
|
Common
Stock
|
1,200
|
2.2841
|
12/21/09
|
|
Common
Stock
|
1,000
|
2.2825
|
12/21/09
|
|
Common
Stock
|
500
|
2.2755
|
12/21/09
|
|
Common
Stock
|
500
|
2.2760
|
12/21/09
|
|
Common
Stock
|
2,000
|
2.3464
|
12/21/09
|
|
Common
Stock
|
1,500
|
2.2848
|
12/21/09
|
|
Common
Stock
|
1,000
|
2.2829
|
12/22/09
|
|
Common
Stock
|
625
|
2.2283
|
12/28/09
|
|
Common
Stock
|
475
|
2.2353
|
12/28/09
|
|
Common
Stock
|
2,000
|
2.1964
|
12/29/09
|
|
Common
Stock
|
5,000
|
2.2086
|
12/31/09
|
|
Common
Stock
|
1,000
|
2.1629
|
12/31/09
|
Common
Stock
|
30,925
|
2.2609
|
11/25/09
|
|
Common
Stock
|
18,555
|
2.2024
|
11/27/09
|
|
Common
Stock
|
4,949
|
2.1958
|
11/30/09
|
|
Common
Stock
|
30,930
|
2.2374
|
11/30/09
|
Common
Stock
|
12,372
|
2.1970
|
11/30/09
|
|
Common
Stock
|
5,567
|
2.1926
|
11/30/09
|
|
Common
Stock
|
124
|
2.2475
|
12/01/09
|
|
Common
Stock
|
44,500
|
2.2689
|
12/01/09
|
|
Common
Stock
|
89
|
2.2900
|
12/01/09
|
|
Common
Stock
|
43,820
|
2.3203
|
12/02/09
|
|
Common
Stock
|
32,516
|
2.3245
|
12/02/09
|
|
Common
Stock
|
32,909
|
2.3625
|
12/03/09
|
|
Common
Stock
|
40,507
|
2.3849
|
12/03/09
|
|
Common
Stock
|
42,348
|
2.3821
|
12/03/09
|
|
Common
Stock
|
53,292
|
2.4624
|
12/04/09
|
|
Common
Stock
|
36,558
|
2.4792
|
12/04/09
|
|
Common
Stock
|
61,909
|
2.5393
|
12/07/09
|
|
Common
Stock
|
46,431
|
2.5490
|
12/07/09
|
|
Common
Stock
|
66,804
|
2.5320
|
12/07/09
|
|
Common
Stock
|
29,741
|
2.4709
|
12/08/09
|
|
Common
Stock
|
15,972
|
2.4776
|
12/08/09
|
|
Common
Stock
|
104,254
|
2.4583
|
12/09/09
|
|
Common
Stock
|
61,909
|
2.4557
|
12/09/09
|
|
Common
Stock
|
248
|
2.4200
|
12/10/09
|
|
Common
Stock
|
94,720
|
2.4412
|
12/10/09
|
|
Common
Stock
|
123,817
|
2.4325
|
12/10/09
|
|
Common
Stock
|
3,949
|
2.4344
|
12/11/09
|
|
Common
Stock
|
12,691
|
2.4433
|
12/14/09
|
|
Common
Stock
|
30,954
|
2.4419
|
12/15/09
|
|
Common
Stock
|
10,648
|
2.4328
|
12/16/09
|
|
Common
Stock
|
30,954
|
2.4391
|
12/17/09
|
|
Common
Stock
|
15,477
|
2.4236
|
12/18/09
|
|
Common
Stock
|
91,479
|
2.2999
|
12/22/09
|
|
Common
Stock
|
6,191
|
2.2892
|
12/23/09
|
|
Common
Stock
|
36,846
|
2.2249
|
01/04/10
|
|
Common
Stock
|
(21,181)
|
2.1900
|
01/04/10
|
|
Common
Stock
|
38,577
|
2.2351
|
01/05/10
|
Common
Stock
|
41,074
|
2.2188
|
01/06/10
|
|
Common
Stock
|
15,212
|
2.2481
|
01/07/10
|
|
Common
Stock
|
21,296
|
2.2957
|
01/08/10
|
|
Common
Stock
|
14,326
|
2.2912
|
01/11/10
|
Common
Stock
|
10,680
|
2.2609
|
11/25/09
|
|
Common
Stock
|
6,408
|
2.2024
|
11/27/09
|
|
Common
Stock
|
1,708
|
2.1958
|
11/30/09
|
|
Common
Stock
|
10,679
|
2.2374
|
11/30/09
|
|
Common
Stock
|
4,271
|
2.1970
|
11/30/09
|
|
Common
Stock
|
1,923
|
2.1926
|
11/30/09
|
|
Common
Stock
|
42
|
2.2475
|
12/01/09
|
|
Common
Stock
|
15,363
|
2.2689
|
12/01/09
|
|
Common
Stock
|
(418)
|
2.2900
|
12/01/09
|
|
Common
Stock
|
14,941
|
2.3203
|
12/02/09
|
|
Common
Stock
|
11,226
|
2.3245
|
12/02/09
|
|
Common
Stock
|
11,221
|
2.3625
|
12/03/09
|
|
Common
Stock
|
13,812
|
2.3849
|
12/03/09
|
|
Common
Stock
|
14,439
|
2.3821
|
12/03/09
|
|
Common
Stock
|
18,170
|
2.4624
|
12/04/09
|
|
Common
Stock
|
12,465
|
2.4792
|
12/04/09
|
|
Common
Stock
|
21,108
|
2.5393
|
12/07/09
|
|
Common
Stock
|
15,831
|
2.5490
|
12/07/09
|
|
Common
Stock
|
22,778
|
2.5320
|
12/07/09
|
|
Common
Stock
|
10,140
|
2.4709
|
12/08/09
|
|
Common
Stock
|
5,446
|
2.4776
|
12/08/09
|
|
Common
Stock
|
35,546
|
2.4583
|
12/09/09
|
|
Common
Stock
|
21,108
|
2.4557
|
12/09/09
|
|
Common
Stock
|
84
|
2.4200
|
12/10/09
|
|
Common
Stock
|
32,295
|
2.4412
|
12/10/09
|
|
Common
Stock
|
42,216
|
2.4325
|
12/10/09
|
|
Common
Stock
|
1,346
|
2.4344
|
12/11/09
|
Common
Stock
|
4,327
|
2.4433
|
12/14/09
|
|
Common
Stock
|
10,554
|
2.4419
|
12/15/09
|
|
Common
Stock
|
3,631
|
2.4328
|
12/16/09
|
|
Common
Stock
|
10,554
|
2.4391
|
12/17/09
|
|
Common
Stock
|
5,277
|
2.4236
|
12/18/09
|
|
Common
Stock
|
31,190
|
2.2999
|
12/22/09
|
|
Common
Stock
|
2,111
|
2.2892
|
12/23/09
|
|
Common
Stock
|
14,139
|
2.2249
|
01/04/10
|
|
Common
Stock
|
44,663
|
2.1900
|
01/04/10
|
|
Common
Stock
|
14,808
|
2.2351
|
01/05/10
|
|
Common
Stock
|
15,766
|
2.2188
|
01/06/10
|
|
Common
Stock
|
5,838
|
2.2481
|
01/07/10
|
|
Common
Stock
|
8,175
|
2.2957
|
01/08/10
|
|
Common
Stock
|
5,499
|
2.2912
|
01/11/10
|
Common
Stock
|
8,395
|
2.2609
|
11/25/09
|
|
Common
Stock
|
5,037
|
2.2024
|
11/27/09
|
|
Common
Stock
|
1,343
|
2.1958
|
11/30/09
|
|
Common
Stock
|
8,391
|
2.2374
|
11/30/09
|
|
Common
Stock
|
3,357
|
2.1970
|
11/30/09
|
|
Common
Stock
|
1,510
|
2.1926
|
11/30/09
|
|
Common
Stock
|
34
|
2.2475
|
12/01/09
|
|
Common
Stock
|
12,073
|
2.2689
|
12/01/09
|
|
Common
Stock
|
329
|
2.2900
|
12/01/09
|
|
Common
Stock
|
12,021
|
2.3203
|
12/02/09
|
|
Common
Stock
|
8,822
|
2.3245
|
12/02/09
|
|
Common
Stock
|
9,028
|
2.3625
|
12/03/09
|
|
Common
Stock
|
11,112
|
2.3849
|
12/03/09
|
|
Common
Stock
|
11,617
|
2.3821
|
12/03/09
|
|
Common
Stock
|
14,620
|
2.4624
|
12/04/09
|
|
Common
Stock
|
10,029
|
2.4792
|
12/04/09
|
Common
Stock
|
16,983
|
2.5393
|
12/07/09
|
|
Common
Stock
|
12,738
|
2.5490
|
12/07/09
|
|
Common
Stock
|
18,326
|
2.5320
|
12/07/09
|
|
Common
Stock
|
8,159
|
2.4709
|
12/08/09
|
|
Common
Stock
|
4,382
|
2.4776
|
12/08/09
|
|
Common
Stock
|
28,600
|
2.4583
|
12/09/09
|
|
Common
Stock
|
16,983
|
2.4557
|
12/09/09
|
|
Common
Stock
|
68
|
2.4200
|
12/10/09
|
|
Common
Stock
|
25,985
|
2.4412
|
12/10/09
|
|
Common
Stock
|
33,967
|
2.4325
|
12/10/09
|
|
Common
Stock
|
1,083
|
2.4344
|
12/11/09
|
|
Common
Stock
|
3,482
|
2.4433
|
12/14/09
|
|
Common
Stock
|
8,492
|
2.4419
|
12/15/09
|
|
Common
Stock
|
2,921
|
2.4328
|
12/16/09
|
|
Common
Stock
|
8,492
|
2.4391
|
12/17/09
|
|
Common
Stock
|
4,246
|
2.4236
|
12/18/09
|
|
Common
Stock
|
25,096
|
2.2999
|
12/22/09
|
|
Common
Stock
|
1,698
|
2.2892
|
12/23/09
|
|
Common
Stock
|
9,567
|
2.2249
|
01/04/10
|
|
Common
Stock
|
(23,482)
|
2.1900
|
01/04/10
|
|
Common
Stock
|
10,015
|
2.2351
|
01/05/10
|
|
Common
Stock
|
10,664
|
2.2188
|
01/06/10
|
|
Common
Stock
|
3,950
|
2.2481
|
01/07/10
|
|
Common
Stock
|
5,529
|
2.2957
|
01/08/10
|
|
Common
Stock
|
3,719
|
2.2912
|
01/11/10
|
Common
Stock
|
6,800
|
2.4395
|
12/15/09
|
|
Common
Stock
|
14,700
|
2.4515
|
12/16/09
|
|
Common
Stock
|
36,700
|
2.4265
|
12/17/09
|
|
Common
Stock
|
10,800
|
2.4324
|
12/18/09
|
|
Common
Stock
|
21,600
|
2.3035
|
12/21/09
|
|
Common
Stock
|
47,300
|
2.2890
|
12/22/09
|
Common
Stock
|
146,000
|
2.2789
|
12/23/09
|
|
Common
Stock
|
22,900
|
2.2082
|
12/28/09
|
|
Common
Stock
|
24,600
|
2.2053
|
12/29/09
|
|
Common
Stock
|
6,200
|
2.2700
|
01/11/10
|
|
Common
Stock
|
900
|
2.2900
|
01/12/10
|
Common
Stock
|
7,600
|
2.4395
|
12/15/09
|
|
Common
Stock
|
16,300
|
2.4515
|
12/16/09
|
|
Common
Stock
|
40,800
|
2.4265
|
12/17/09
|
|
Common
Stock
|
12,100
|
2.4324
|
12/18/09
|
|
Common
Stock
|
23,941
|
2.3035
|
12/21/09
|
|
Common
Stock
|
52,700
|
2.2890
|
12/22/09
|
|
Common
Stock
|
162,659
|
2.2789
|
12/23/09
|
|
Common
Stock
|
25,200
|
2.2082
|
12/28/09
|
|
Common
Stock
|
27,300
|
2.2053
|
12/29/09
|