1
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The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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1
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NAME OF REPORTING PERSON
BLR Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
482,200
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
482,200
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
482,200
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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)
7.7%
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14
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSON
BLRPart, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
482,200
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
482,200
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
482,200
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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)
7.7%
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14
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSON
BLRGP Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
482,200
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8
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SHARED VOTING POWER
- 0 -
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|||
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9
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SOLE DISPOSITIVE POWER
482,200
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|||
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
482,200
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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)
7.7%
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||||
14
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TYPE OF REPORTING PERSON
CO
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1
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NAME OF REPORTING PERSON
Fondren Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
482,200
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8
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SHARED VOTING POWER
- 0 -
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|||
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9
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SOLE DISPOSITIVE POWER
482,200
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|||
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
482,200
|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
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||||
14
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSON
FMLP Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS
AF
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
482,200
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8
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SHARED VOTING POWER
- 0 -
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|||
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9
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SOLE DISPOSITIVE POWER
482,200
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
482,200
|
||||
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)
7.7%
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14
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TYPE OF REPORTING PERSON
CO
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1
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NAME OF REPORTING PERSON
The Radoff Family Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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||||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS
WC
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
22,000
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8
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SHARED VOTING POWER
- 0 -
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|||
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9
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SOLE DISPOSITIVE POWER
22,000
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|||
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,000
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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)
0.4%
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||||
14
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TYPE OF REPORTING PERSON
CO
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1
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NAME OF REPORTING PERSON
Bradley L. Radoff
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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||||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS
AF
|
||||
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
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
504,200
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8
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SHARED VOTING POWER
- 0 -
|
|||
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9
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SOLE DISPOSITIVE POWER
504,200
|
|||
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10
|
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SHARED DISPOSITIVE POWER
- 0 -
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,200
|
||||
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)
8.1%
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||||
14
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TYPE OF REPORTING PERSON
IN
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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A.
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BLR Partners
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(a)
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As of the close of business on November 16, 2018, BLR Partners beneficially owned 482,200 Shares.
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(b)
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1. Sole power to vote or direct vote: 482,200
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(c)
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The transactions in the Shares by BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference.
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B.
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BLRPart GP
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(a)
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BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 482,200 Shares beneficially owned by BLR Partners.
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(b)
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1. Sole power to vote or direct vote: 482,200
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(c)
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BLRPart GP has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in the Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference.
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C.
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BLRGP
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(a)
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BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 482,200 Shares beneficially owned by BLR Partners.
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(b)
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1. Sole power to vote or direct vote: 482,200
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(c)
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BLRGP has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in the Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference.
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D.
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Fondren Management
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(a)
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Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 482,200 Shares beneficially owned by BLR Partners.
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(b)
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1. Sole power to vote or direct vote: 482,200
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(c)
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Fondren Management has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in the Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference.
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E.
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FMLP
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(a)
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FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 482,200 Shares beneficially owned by BLR Partners.
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(b)
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1. Sole power to vote or direct vote: 482,200
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(c)
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FMLP has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in the Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference.
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F.
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Radoff Foundation
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(a)
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As of the close of business on November 16, 2018, Radoff Foundation beneficially owned 22,000 Shares.
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(b)
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1. Sole power to vote or direct vote: 22,000
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(c)
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Radoff Foundation has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment.
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G.
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Mr. Radoff
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(a)
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Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation, may be deemed the beneficial owner of the (i) 482,200 Shares beneficially owned by BLR Partners and (ii) 22,000 Shares beneficially owned by Radoff Foundation.
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(b)
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1. Sole power to vote or direct vote: 504,200
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(c)
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Mr. Radoff has not entered into any transactions in Shares since the filing of the previous Schedule 13D amendment. The transactions in Shares on behalf of BLR Partners since the filing of the previous Schedule 13D amendment are set forth in Schedule A and are incorporated herein by reference.
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(d)
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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, Shares.
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(e)
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Not applicable.
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BLR Partners LP
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By:
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BLRPart, LP
General Partner
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By:
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BLRGP Inc.
General Partner |
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By:
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/s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
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BLRPart, LP
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By:
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BLRGP Inc.
General Partner |
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By:
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/s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
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BLRGP Inc.
|
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By:
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/s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
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Fondren Management, LP
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By:
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FMLP Inc.
General Partner
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By:
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/s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
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FMLP Inc.
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By:
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/s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Sole Director
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The Radoff Family Foundation
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By:
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/s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Director
/s/ Bradley L. Radoff
Bradley L. Radoff
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Nature of Transaction
|
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Securities
Purchased/(Sold) |
|
|
Price per Share ($)
|
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|
Date of
Purchase / Sale |
|
|||
BLR PARTNERS LP
|
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|||||||||||
Sale of Shares
|
|
|
(85,000)
|
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|
|
4.505
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|
|
11/16/2018
|
|
Sale of Shares
|
|
|
(12,800)
|
|
|
|
5.981
|
|
|
|
11/8/2018
|
|
Sale of Shares
|
|
|
(5,600)
|
|
|
|
6.324
|
|
|
|
10/22/2018
|
|