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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 MANAGEMENT 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 CAPITAL OVERSEAS MASTER FUND II, L.P. 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
TONTINE ASSET ASSOCIATES, L.L.C. 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X | |||
Tontine Associates, LLC 55 RAILROAD AVENUE GREENWICH, CT 06830 |
X |
Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 08/15/2011 | |
**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 | 08/15/2011 | |
**Signature of Reporting Person | Date | |
Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 08/15/2011 | |
**Signature of Reporting Person | Date | |
Tontine Overseas Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 08/15/2011 | |
**Signature of Reporting Person | Date | |
Tontine Capital Overseas Master Fund II, L.P. By: its General Partner, Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 08/15/2011 | |
**Signature of Reporting Person | Date | |
Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 08/15/2011 | |
**Signature of Reporting Person | Date | |
Tontine Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell | 08/15/2011 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey L. Gendell | 08/15/2011 | |
**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) | This report is filed jointly by Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Partners, L.P., a Delaware limited partnership ("TP"), Tontine Management, L.L.C., a Delaware limited liability company ("TM"), 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"), Tontine Associates, L.L.C., a Delaware limited liability company ("TA") and Jeffrey L. Gendell ("Mr. Gendell"). |
(2) | Mr. Gendell is the managing member of: (a) TCM; (b) TM, the general partner of TP; (c) TOA; (d) TAA, the general partner of TCP 2; and (e) TA. |
(3) | On August 11, 2011, TCP 2 sold 31,994 shares of Common Stock at a weighted average price of $5.0011 per share, at prices ranging from $5.0000 to $5.0111 per share. On August 11, 2011, TP sold 353,358 shares of Common Stock at a weighted average price of $5.0011 per share, at prices ranging from $5.0000 to $5.0111 per share. On August 11, 2011, TA sold 79,648 shares of Common Stock at a weighted average price of $5.0011 per share, at prices ranging from $5.0000 to $5.0111 per share. On August 12, 2011, TCP 2 sold 214,793 shares of Common Stock at a weighted average price of $5.0324 per share, at prices ranging from $5.0269 to $5.0356 per share. |
(4) | On August 12, 2011, TA sold 44,395 shares of Common Stock at a weighted average price of $5.0324 per share, at prices ranging from $5.0269 to $5.0356 per share. On August 15, 2011, TCP 2 sold 124,980 shares of Common Stock at a weighted average price of $5.1778 per share, at prices ranging from $5.1583 to $5.2065 per share. On August 15, 2011, TA sold 25,832 shares of Common Stock at a weighted average price of $5.1778 per share, at prices ranging from $5.1583 to $5.2065 per share. The filing parties undertake to provide to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares purchased or sold at each separate price within the ranges described in this footnote. |
(5) | Mr. Gendell, TP and TAA directly own 0 shares of Common Stock, TCM directly owns 206,187 shares of Common Stock, TM directly owns 352,351 shares of Common Stock, TOA directly owns 641,413 shares of Common Stock, TCP 2 directly owns 7,138,939 shares of Common Stock and TA directly owns 161,487 shares of Common Stock. |
(6) | All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell. The foregoing securities sold by TP may be deemed to have been beneficially owned by TM. The foregoing securities held by TCP 2 may be deemed to be beneficially owned by TAA. |
(7) | 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, TP, TM, TOA, TCP 2, TAA and TA. 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. |
(8) | 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. 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. |