Item 1. Security and Issuer.
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed October 11, 2019 (as amended and supplemented by Amendment No. 1 to this Schedule 13D, filed February 11, 2020), by and on behalf of P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (“Master Fund I”), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (“Master Fund VI”) , P2 Capital Master Fund XII, L.P., a Delaware limited partnership (“Master Fund XII” and, together with Master Fund I and Master Fund VI, the “Funds”), P2 Capital Partners, LLC, a Delaware limited liability company (the “Manager”) and Claus Moller, a citizen of Denmark (all the preceding persons are the “Reporting Persons”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and replaced by the following:
The source of funds for the purchases of the Shares reported on herein was cash on hand and the general working capital of the respective purchasers, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.
As of May 11, 2020, Master Fund I had invested $16,381,745 (excluding brokerage commissions) in the Shares of the Issuer, Master Fund VI had invested $18,772,869 (excluding brokerage commissions) in the Shares of the Issuer, and Master Fund XII had invested $0 (excluding brokerage commissions) in the Shares of the Issuer.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended and replaced by the following:
(a), (b): The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference. As of the close of business on May 11, 2020, Master Fund I beneficially owned an aggregate of 536,291 Shares, representing approximately 2.3% of the outstanding Shares, Master Fund VI beneficially owned an aggregate of 573,614 Shares, representing approximately 2.5% of the outstanding Shares, and Master Fund XII beneficially owned an aggregate of 0 Shares, representing 0.0% of the outstanding Shares. As of the close of business on May 11, 2020, each of the Manager and Mr. Moller may be deemed to beneficially own 1,109,905 Shares, in the aggregate, which represented approximately 4.8% of the outstanding Shares. All percentages set forth in this paragraph are based on 22,997,061 Shares of Common Stock, $0.001 par value per share outstanding (as of May 7, 2020), which number of Shares is based upon the number of shares of Common Stock, $0.001
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par value per share reported as outstanding at May 7, 2020 in the Issuer’s Report on Form 10-Q filed on May 11, 2020 for the quarter ended March 31, 2020.
Each of the Reporting Persons owns less than 5.0% of the outstanding Shares and therefore the Reporting Persons are no longer required to file amendments to this Schedule 13D.
Each of the Funds is the direct owner of the Shares reported owned by it. For purposes of disclosing the number of Shares beneficially owned by each of the Reporting Persons, the Manager, as investment manager of the Funds, and Mr. Moller, as managing member of the Manager, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all Shares that are owned beneficially and directly by the Funds. Each of the Manager and Mr. Moller disclaims beneficial ownership of such Shares for all other purposes. Master Fund I, Master Fund VI and Master Fund XII each disclaim beneficial ownership of the Shares held directly by the others.
(c) Except as set forth above or in Schedule I, no Reporting Person has effected any transaction in the Shares during the 60 days preceding the date hereof.
(d) Not applicable.
(e) Not applicable.
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