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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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 | |
Mill Road Capital, L.P. 382 GREENWICH AVE SUITE ONE GREENWICH, CT 06830 |
X | |||
Mill Road Capital GP LLC 382 GREENWICH AVE SUITE ONE GREENWICH, CT 06830 |
X | |||
LYNCH THOMAS E 382 GREENWICH AVE SUITE ONE GREENWICH, CT 06830 |
X | |||
Scharfman Scott 382 GREENWICH AVE SUITE ONE GREENWICH, CT 06830 |
X |
/s/ Scott P. Scharfman, Management Committee Director of sole general partner on behalf of Mill Road Capital, L.P. | 03/18/2011 | |
**Signature of Reporting Person | Date | |
/s/ Scott P. Scharfman, Management Committee Director on behalf of Mill Road Capital GP LLC | 03/18/2011 | |
**Signature of Reporting Person | Date | |
/s/ Scott P. Scharfman on behalf of Thomas E. Lynch, by power-of-attorney | 03/18/2011 | |
**Signature of Reporting Person | Date | |
/s/ Scott P. Scharfman | 03/18/2011 | |
**Signature of Reporting Person | Date |
* | 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) | These shares are held directly by Mill Road Capital, L.P. (the "Fund") and indirectly by Mill Road Capital GP LLC (the "GP"), which is the sole general partner of the Fund, and indirectly by Thomas E. Lynch and Scott P. Scharfman, who are Management Committee Directors of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein, if any. |