(Amendment No. 2)1
BRADLEY L. RADOFF
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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Bradley L. Radoff |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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PF |
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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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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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617,700 |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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617,700 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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617,700 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.95% |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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Mary Bradley |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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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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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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-0- |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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-0- |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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-0- |
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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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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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TYPE OF REPORTING PERSON |
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IN |
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NAME OF REPORTING PERSON |
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Richard Degnan |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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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 |
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USA |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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-0- |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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-0- |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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-0- |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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Correne S. Loeffler |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(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 |
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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 |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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-0- |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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-0- |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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-0- |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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TYPE OF REPORTING PERSON |
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IN |
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NAME OF REPORTING PERSON |
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Suchit Majmudar |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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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 |
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USA |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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-0- |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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-0- |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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-0- |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended
and restated to read as follows:
(a) This
statement is filed by:
| (iv) | Correne S. Loeffler; and |
Each of the foregoing is
referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are parties
to that certain Joint Filing and Solicitation Agreement (as further described in Item 6) with AB Value Partners, LP (“AB Value Partners”),
AB Value Management LLC (“AB Value Management”) and Andrew T. Berger (together with AB Value Partners and AB Value Management,
collectively, “AB Value”). As a result, the Reporting Persons may be deemed to be members of a “group,” within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), comprised of the
Reporting Persons and AB Value. It is the understanding of the Reporting Persons that AB Value will file a separate Schedule 13D with
respect to its ownership of Shares pursuant to Rule 13d-1(k)(2) of the Exchange Act. Reference is made to such Schedule 13D for information
concerning AB Value and its investment in the Issuer.
(b) The
principal business address of Mr. Radoff is 2727 Kirby Drive, Unit 29L, Houston, Texas 77098. The principal business address of Ms.
Bradley is Planet Fitness, Inc., 4 Liberty Lane West, Hampton, New Hampshire 03842. The principal business address of each of Messrs.
Degnan and Majmudar and Ms. Loeffler are personal residences which have been retained in the files of Olshan Frome Wolosky LLP, 1325 Avenue
of the Americas, New York, New York 10019.
(c) The
principal occupation of Mr. Radoff is serving as a private investor. The principal occupation of Ms. Bradley is serving as Senior Vice
President, Corporate Clubs of Planet Fitness, Inc., a fitness center operator and franchisor. The principal occupation of Mr. Degnan is
serving as Senior Vice President of Brand Customer Experience at Frontgate Inc., a luxury home products retailer. The principal occupation
of Ms. Loeffler is serving as an energy and finance advisor. The principal occupation of Mr. Majmudar is serving as the Founder and as
an Investor and Advisor of 0807 LLC, a consulting and advisory services firm.
(d) None
of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons have, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each
of the Reporting Persons is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased by Mr.
Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business). The aggregate purchase price of the 617,700 Shares directly owned by Mr. Radoff is approximately $4,677,329, including
brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On May 27, 2022, AB Value
Partners delivered a letter to the Issuer nominating Andrew T. Berger, Mary Bradley, Richard Degnan, Correne S. Loeffler, Suchit Majmudar
and Bradley L. Radoff (collectively, the “Nominees”) for election to the Board of Directors of the Issuer (the “Board”)
at the 2022 annual meeting of stockholders (the “Annual Meeting”).
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) and (c) are hereby
amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 6,207,165 Shares outstanding as of May 16, 2022,
which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on May 27, 2022.
As of the date hereof, Mr.
Radoff directly beneficially owned 617,700 Shares, constituting approximately 9.95% of the Shares outstanding.
As of the date hereof, Mses.
Bradley and Loeffler and Messrs. Degnan and Majmudar did not beneficially own any Shares, constituting 0% of the Shares outstanding.
AB Value has represented
to the Reporting Persons that it beneficially owns 460,189 Shares. Collectively, AB Value and the Reporting Persons beneficially own 1,077,889
Shares, which represents approximately 17.4% of the outstanding Shares. Each Reporting Person disclaims beneficial ownership of the Shares
that he, she or it does not directly own. Furthermore, the Reporting Persons expressly disclaim beneficial ownership of the 460,189 Shares
beneficially owned by AB Value.
(c) None
of the Reporting Persons have entered into any transactions in the securities of the Issuer during the past 60 days.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
On May 27, 2022, the Reporting
Persons and AB Value (collectively, the “Group”) entered into a Joint Filing and Solicitation Agreement, pursuant to which,
among other things, each party agreed (a) to solicit proxies for the election of the Nominees at the Annual Meeting, (b) not to purchase
or sell securities of the Issuer or otherwise increase or decrease its economic exposure to or beneficial ownership over the securities
of the Issuer if it reasonably believes that, as a result of such action, the Group or any member thereof would be likely to be required
to make any regulatory filing without using its reasonable efforts to give the other members of the Group at least twelve (12) hours prior
written notice, (c) not to sell or dispose of any beneficial ownership over any securities of the Issuer prior to the Annual Meeting
without the prior consent of AB Value and Mr. Radoff and (d) that AB Value and Mr. Radoff would jointly pay all expenses and costs
incurred in connection with the Group’s activities on a percentage basis as follows (i) Mr. Radoff 80% of the expenses and
(ii) AB Value 20% of the expenses (provided that AB Value’s expenses are capped at $175,000 unless approved in writing by AB Value);
provided, however, that AB Value is solely responsible for paying directly all costs
associated with its separate review with its counsel of any filing with the SEC, press release, or stockholder communication proposed
to be made or issued by the Group or any member of the Group in connection with the Group’s activities. A copy of the Joint
Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended
to add the following exhibits:
| 99.1 | Joint Filing and Solicitation Agreement, dated May 27, 2022. |
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: June 1, 2022
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/s/ Bradley L. Radoff |
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Bradley L. Radoff
Individually and as attorney-in-fact for Mary Bradley, Richard Degnan,
Correne S. Loeffler and Suchit Majmudar |