The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 2,201,000 Shares owned directly by Balch Hill Partnership is approximately $9,731,641, including brokerage commissions. Such Shares were acquired with the working capital of Balch Hill Partnership.
The aggregate purchase price of the 2,100 Shares owned directly by Mr. Leventhal is approximately $10,038, excluding brokerage commissions. The Shares owned directly by Mr. Leventhal were acquired with his personal funds.
Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) and (e) is hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 46,860,293 Shares outstanding as of May 13, 2013, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement filed with the SEC on June 7, 2013.
As of the close of business on June 25, 2013, Balch Hill Partnership beneficially owned 2,201,000 Shares, constituting approximately 4.7% of the Shares outstanding. By virtue of their relationships with Balch Hill Partnership discussed in further detail in Item 2, each of Balch Hill and Mr. Michael may be deemed to beneficially own the Shares beneficially owned by Balch Hill Partnership.
As of the close of business on June 25, 2013, PCP I, PCP II and PCP III beneficially owned 0 Shares, constituting 0% of the Shares outstanding.
As of the close of business on June 25, 2013, Mr. Leventhal directly owned 2,100 Shares, constituting less than one percent of the Shares outstanding.
As of the close of business on June 25, 2013, Mr. Masters directly owned 0 Shares, constituting 0% of the Shares outstanding.
(b) Each of Balch Hill Partnership, Balch Hill and Mr. Michael has shared voting and dispositive power over the Shares owned directly by the Balch Hill Partnership. Mr. Leventhal has sole voting and dispositive power over the Shares he owns directly.
(c) Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of Amendment No. 5. All of such transactions were effected in the open market.
(e) On June 25, 2013, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares outstanding.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 26, 2013
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BALCH HILL PARTNERS, L.P.
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By:
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Balch Hill Capital, LLC
General Partner
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By:
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/s/ Simon J. Michael
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Name:
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Simon J. Michael
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Title:
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Manager
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BALCH HILL CAPITAL, LLC
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By:
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/s/ Simon J. Michael
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Name:
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Simon J. Michael
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Title:
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Manager
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/s/ Simon J. Michael
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SIMON J. MICHAEL
Individually and as attorney-in-fact for Adam Leventhal and Clark Masters
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POTOMAC CAPITAL PARTNERS L.P.
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By:
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Potomac Capital Management, L.L.C.
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General Partner
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By:
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Name:
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Paul J. Solit
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Title:
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Managing Member
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POTOMAC CAPITAL MANAGEMENT, L.L.C.
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By:
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Name:
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Paul J. Solit
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Title:
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Managing Member
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POTOMAC CAPITAL PARTNERS II, L.P.
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By:
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Potomac Capital Management II, L.L.C.
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General Partner
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By:
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Name:
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Paul J. Solit
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Title:
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Co-Managing Member
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POTOMAC CAPITAL MANAGEMENT II, L.L.C.
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By:
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Name:
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Paul J. Solit
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Title:
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Co-Managing Member
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POTOMAC CAPITAL PARTNERS III, L.P.
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By:
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Potomac Capital Management III, L.L.C.
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General Partner
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By:
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Name:
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Paul J. Solit
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Title:
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Co-Managing Member
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POTOMAC CAPITAL MANAGEMENT III, L.L.C.
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By:
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Name:
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Paul J. Solit
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Title:
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Co-Managing Member
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SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 5
Shares Purchased / (Sold)
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BALCH HILL PARTNERS, L.P.
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(600,000)
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6.7300
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06/25/2013
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BALCH HILL CAPITAL, LLC
None
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SIMON J. MICHAEL
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None
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POTOMAC CAPITAL PARTNERS, L.P.
None
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POTOMAC CAPITAL MANAGEMENT, L.L.C
None
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POTOMAC CAPITAL PARTNERS II, L.P.
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(234,000)
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6.7101
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06/24/2013
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(134)
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6.7350
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06/25/2013
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POTOMAC CAPITAL MANAGEMENT II, L.L.C
None
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POTOMAC CAPITAL PARTNERS III, L.P.
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None
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POTOMAC CAPITAL MANAGEMENT III, L.L.C
None
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PAUL J. SOLIT
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None
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ERIC SINGER
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None
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ADAM LEVENTHAL
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None
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CLARK MASTERS
None
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