1
|
NAME OF REPORTING PERSON
THE MANGROVE PARTNERS 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
6,527,211
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,527,211
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,527,211
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
MP OPPORTUNITYCO 1, 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
- 0 -
|
|
8
|
SHARED VOTING POWER
2,563,559
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,563,559
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,563,559
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
THE MANGROVE PARTNERS FUND, 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
6,527,211
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,527,211
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,527,211
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
MANGROVE PARTNERS FUND (CAYMAN), LTD.
|
||
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
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
6,527,211
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,527,211
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,527,211
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
MANGROVE PARTNERS
|
||
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
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
9,090,770
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
9,090,770
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,090,770
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
MANGROVE CAPITAL
|
||
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
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
9,090,770
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
9,090,770
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,090,770
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
NATHANIEL AUGUST
|
||
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
9,090,770
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
9,090,770
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,090,770
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
The Mangrove Partners Master Fund, Ltd., a Cayman Islands exempted company (“Mangrove Master Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
MP OpportunityCo 1, LLC, a Delaware limited liability company (“MP Opportunity”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
The Mangrove Partners Fund, L.P., a Delaware limited partnership (“Mangrove Fund”), as a controlling shareholder of Mangrove Master Fund;
|
|
(iv)
|
Mangrove Partners Fund (Cayman), Ltd., a Cayman Islands exempted company (“Mangrove Fund Cayman”), as a controlling shareholder of Mangrove Master Fund;
|
|
(v)
|
Mangrove Partners, a Cayman Islands exempted company, as the investment manager of each of Mangrove Master Fund, MP Opportunity, Mangrove Fund, and Mangrove Fund Cayman;
|
|
(vi)
|
Mangrove Capital, a Cayman Islands exempted company, as the general partner of Mangrove Fund and the managing member of MP Opportunity; and
|
|
(vii)
|
Nathaniel August, as the director of each of Mangrove Partners and Mangrove Capital.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Mangrove Master Fund
|
|
(a)
|
As of the close of business on May 4, 2015, Mangrove Master Fund beneficially owned 6,527,221 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 6,527,221
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 6,527,221
|
|
(c)
|
Mangrove Master Fund has not entered into any transactions in the Shares during the past sixty (60) days.
|
B.
|
MP Opportunity
|
|
(a)
|
As of the close of business on May 4, 2015, MP Opportunity, as a controlling shareholder of Mangrove Master Fund, may be deemed to beneficially own the 2,563,559 Shares owned by Mangrove Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,563,559
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,563,559
|
|
(c)
|
The transactions in the Shares by MP Opportunity during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.
|
C.
|
Mangrove Fund
|
|
(a)
|
As of the close of business on May 4, 2015, Mangrove Fund, as a controlling shareholder of Mangrove Master Fund, may be deemed to beneficially own the 6,527,221 Shares owned by Mangrove Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 6,527,221
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 6,527,221
|
|
(c)
|
Mangrove Fund has not entered into any transactions in the Shares during the past sixty (60) days.
|
D.
|
Mangrove Fund Cayman
|
|
(a)
|
As of the close of business on May 4, 2015, Mangrove Fund Cayman, as a controlling shareholder of Mangrove Master Fund, may be deemed to beneficially own the 6,527,221 Shares owned by Mangrove Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 6,527,221
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 6,527,221
|
|
(c)
|
Mangrove Fund has not entered into any transactions in the Shares during the past sixty (60) days.
|
E.
|
Mangrove Partners
|
|
(a)
|
As of the close of business on May 4, 2015, Mangrove Partners, as the investment manager of each of Mangrove Master Fund, MP Opportunity, Mangrove Fund, and Mangrove Fund Cayman, may be deemed to beneficially own 9,090,770 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 9,090,770
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 9,090,770
|
|
(c)
|
Mangrove Partners has not entered into any transactions in the Shares during the past sixty (60) days.
|
F.
|
Mangrove Capital
|
|
(a)
|
As of the close of business on May 4, 2015, Mangrove Capital, as the general partner of Mangrove Fund and the managing member of MP Opportunity, may be deemed to beneficially own 9,090,770 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 9,090,770
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 9,090,770
|
|
(c)
|
Mangrove Capital has not entered into any transactions in the Shares during the past sixty (60) days.
|
G.
|
Nathaniel August
|
|
(a)
|
As of the close of business on May 4, 2015, Mr. August did not directly own any Shares. As a director of each of Mangrove Partners and Mangrove Capital, Mr. August may be deemed to beneficially own 9,090,770 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 9,090,770
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 9,090,770
|
|
(c)
|
Mr. August has not entered into any transactions in the Shares during the past sixty (60) days.
|
|
(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
|
Joint Filing Agreement, by and among, The Mangrove Partners Master Fund, Ltd., MP OpportunityCo 1, LLC, The Mangrove Partners Fund, L.P., Mangrove Partners Fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital and Nathaniel August, dated May 4, 2015.
|
Dated: May 4, 2015
|
|||
THE MANGROVE PARTNERS MASTER FUND, LTD.
|
|||
By:
|
MANGROVE PARTNERS
the Investment Manager
|
||
By:
|
/s/ Nathaniel August
|
||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
MP OPPORTUNITYCO 1, LLC
|
|||
By:
|
MANGROVE CAPITAL
as Managing Member
|
||
By:
|
/s/Nathaniel August
|
||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
||
THE MANGROVE PARTNERS FUND, L.P.
|
|||
By:
|
MANGROVE CAPITAL
|
||
as General Partner
|
|||
By:
|
/s/ Nathaniel August
|
||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
||
MANGROVE PARTNERS FUND (CAYMAN), LTD.
|
|||
By:
|
MANGROVE PARTNERS
|
||
the Investment Manager
|
|||
By:
|
/s/ Nathaniel August
|
||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
||
MANGROVE PARTNERS
|
|||
By:
|
/s/ Nathaniel August
|
||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
MANGROVE CAPITAL
|
|||
By:
|
/s/ Nathaniel August
|
||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
/s/ Nathaniel August
|
|
NATHANIEL AUGUST
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Nathaniel August
Director
|
645 Madison Avenue, 14th Floor,
New York, New York 10022 |
USA
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
107,599
|
2.85
|
03/06/2015
|
98,081
|
2.80
|
03/09/2015
|
175,427
|
2.80
|
03/10/2015
|
66,922
|
2.78
|
03/11/2015
|
44,832
|
2.80
|
03/17/2015
|
317,375
|
2.80
|
03/18/2015
|
(2,010,000)
|
2.83
|
04/01/2015
|
(355,000)
|
2.67
|
04/02/2015
|
75,410
|
2.79
|
04/08/2015
|
282,398
|
2.95
|
04/16/2015
|
183,200
|
2.94
|
04/17/2015
|
80,753
|
2.94
|
04/20/2015
|
130,000
|
2.98
|
04/21/2015
|
50,100
|
2.95
|
04/22/2015
|
19,800
|
2.98
|
04/23/2015
|
75,000
|
3.06
|
04/24/2015
|