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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 | |
GENDELL JEFFREY L ET AL 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
TONTINE CAPITAL PARTNERS L P 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
TONTINE CAPITAL MANAGEMENT LLC 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
Tontine Capital Overseas Master Fund, L.P. 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
Tontine Capital Overseas GP, LLC 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
TONTINE PARTNERS L P 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
TONTINE MANAGEMENT LLC 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
TONTINE OVERSEAS ASSOCIATES LLC 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
Tontine 25 Overseas Master Fund, L.P. 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X |
Tontine Capital Partners, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/13/2010 | |
**Signature of Reporting Person | Date | |
Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/13/2010 | |
**Signature of Reporting Person | Date | |
Tontine Capital Overseas Master Fund, L.P. By: its General Partner, Tontine Capital Overseas GP, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/13/2010 | |
**Signature of Reporting Person | Date | |
Tontine Capital Overseas GP, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/13/2010 | |
**Signature of Reporting Person | Date | |
Tontine Partners, L.P., By: its General Partner, Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/13/2010 | |
**Signature of Reporting Person | Date | |
Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/13/2010 | |
**Signature of Reporting Person | Date | |
Tontine Overseas Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/13/2010 | |
**Signature of Reporting Person | Date | |
Tontine 25 Overseas Master Fund, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 05/13/2010 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey L. Gendell | 05/13/2010 | |
**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) | This report is filed jointly by Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"), Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company ("TCO"), Tontine Capital Overseas Master Fund, L.P., a Cayman Islands limited partnership ("TMF"), Tontine Partners, L.P., a Delaware limited partnership ("TP"), Tontine Management, L.L.C., a Delaware limited liability company ("TM"), Tontine 25 Overseas Master Fund, L.P., a Cayman Islands limited partnership ("T25"), Tontine Overseas Associates, L.L.C., a Delaware limited liability company ("TOA"), Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA") and Jeffrey L. Gendell ("Mr. Gendell"). |
(2) | Mr. Gendell is the managing member of: (a) TCM, the general partner of TCP and T25; (b) TCO, the general partner of TMF; (c) TM, the general partner of TP; (d) TOA, the investment advisor of Tontine Overseas Fund, Ltd., a Cayman Islands exempted company ("TOF"); and (e) TAA, the general partner of TCP 2. |
(3) | In footnote 3 to a Form 4 filed on May 3, 2010, the filing parties reported that on April 30, 2010, T25 distributed 37,047 shares of Common Stock to TCP 2 and TMF distributed 193,995 shares of Common Stock to TCP 2 (collectively, the "Transferred Shares"). Line items in Table I of the Form 4 filed on May 3, 2010 were not provided for these distributions. This amendment is being filed to add the line items for these distributions. The distribution of the Transferred Shares to TCP 2 did not change the aggregate Common Stock ownership of the filing parties. |
(4) | After giving effect to the distribution of the Transferred Shares to TCP 2, but before giving effect to the sales of Common Stock on April 30, 2010 and May 3, 2010 reported by the filing parties on the Form 4 filed May 3, 2010, Mr. Gendell, TCM, TCO, TM, TOA and TAA directly owned 0 shares of Common Stock, TCP directly owned 8,347,941 shares of Common Stock, TMF directly owned 1,580,330 shares of Common Stock, TP directly owned 6,048,686 shares of Common Stock, TOF directly owned 1,871,475 shares of Common Stock, T25 directly owned 886,395 shares of Common Stock and TCP 2 directly owned 1,494,872 shares of Common Stock. |
(5) | All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell. The foregoing securities held by TCP and T25 may be deemed to be beneficially owned by TCM. The foregoing securities held by TMF may be deemed to be beneficially owned by TCO. The foregoing securities held by TP may be deemed to be beneficially owned by TM. The foregoing securities held by TOF may be deemed to be beneficially owned by TOA. All of the foregoing securities held by TCP 2 may be deemed to be beneficially owned by TAA. |
(6) | Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCP, TCO, TMF, TP, TM, TOA, TOF, T25, TCP 2 and TAA. TCM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCM or representing TCM's pro rata interest in, and interest in the profits of, TCP and T25. |
(7) | TCO disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCO or representing TCO's pro rata interest in, and interest in the profits of, TMF. |
(8) | TM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TM or representing TM's pro rata interest in, and interest in the profits of, TP. TOA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TOA or representing TOA's pro rata interest in, and interest in the profits of, TOF. TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2. |
(9) | This amendment relates to the same transaction disclosed on the Form 4 filed on May 3, 2010, and amended on May 7, 2010 and on the date hereof, by TCP 2 and TAA, both of which are joint filers with TCP, TCM, TMF, TCO, TP, TM, TOA, T25 and Mr. Gendell with respect to the Issuer's Common Stock. |