1.
|
names
of Reporting Persons
The
D3 Family Fund, L.P.
|
|
2.
|
check
the appropriate box if a member of a group
|
(a) T
(b) £
|
3.
|
sec
use only
|
|
4.
|
citizenship
or place of organization
Washington
|
NUMBER
OF
|
5.
|
sole
voting power
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6.
|
shared
voting power
452,500
common shares (1.2%)
|
EACH
REPORTING
PERSON
|
7.
|
sole
dispositive power
0
|
WITH
|
8.
|
shared
dispositive power
452,500
|
9.
|
aggregate
amount beneficially owned by each reporting person
For
the reporting person listed on this page, 452,500; for all reporting
persons as a group, 2,882,147 shares
|
||
10.
|
check
box if the aggregate amount in row (9) excludes certain
shares
|
£
|
|
11.
|
percent
of class represented by amount in row (9)
|
7.7%
|
|
12.
|
type
of Reporting Person
|
PN
|
1.
|
names
of Reporting Persons
The
D3 Family Bulldog Fund, L.P.
|
|
2.
|
check
the appropriate box if a member of a group
|
(a) T
(b) £
|
3.
|
sec
use only
|
|
4.
|
citizenship
or place of organization
Washington
|
NUMBER
OF
|
5.
|
sole
voting power
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6.
|
shared
voting power
1,810,100
common shares (4.8%)
|
EACH
REPORTING
PERSON
|
7.
|
sole
dispositive power
0
|
WITH
|
8.
|
shared
dispositive power
1,810,100
|
9.
|
aggregate
amount beneficially owned by each reporting person
For
the reporting person listed on this page, 1,810,100; for all reporting
persons as a group, 2,882,147 shares
|
||
10.
|
check
box if the aggregate amount in row (9) excludes certain
shares
|
£
|
|
11.
|
percent
of class represented by amount in row (9)
|
7.7%
|
|
12.
|
type
of Reporting Person
|
PN
|
1.
|
names
of Reporting Persons
The
D3 Family Canadian Fund, L.P.
|
|
2.
|
check
the appropriate box if a member of a group
|
(a) T
(b) £
|
3.
|
sec
use only
|
|
4.
|
citizenship
or place of organization
Washington
|
NUMBER
OF
|
5.
|
sole
voting power
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6.
|
shared
voting power
200,745
common shares (0.5%)
|
EACH
REPORTING
PERSON
|
7.
|
sole
dispositive power
0
|
WITH
|
8.
|
shared
dispositive power
200,745
|
9.
|
aggregate
amount beneficially owned by each reporting person
For
the reporting person listed on this page, 200,745; for all reporting
persons as a group, 2,882,147 shares
|
||
10.
|
check
box if the aggregate amount in row (9) excludes certain
shares
|
£
|
|
11.
|
percent
of class represented by amount in row (9)
|
7.7%
|
|
12.
|
type
of Reporting Person
|
PN
|
1.
|
names
of Reporting Persons
The
DIII Offshore Fund, L.P.
|
|
2.
|
check
the appropriate box if a member of a group
|
(a) T
(b) £
|
3.
|
sec
use only
|
|
4.
|
citizenship
or place of organization
Bahamas
|
NUMBER
OF
|
5.
|
sole
voting power
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6.
|
shared
voting power
418,802
common shares (1.1%)
|
EACH
REPORTING
PERSON
|
7.
|
sole
dispositive power
0
|
WITH
|
8.
|
shared
dispositive power
418,802
|
9.
|
aggregate
amount beneficially owned by each reporting person
For
the reporting person listed on this page, 418,802; for all reporting
persons as a group, 2,882,147 shares
|
||
10.
|
check
box if the aggregate amount in row (9) excludes certain
shares
|
£
|
|
11.
|
percent
of class represented by amount in row (9)
|
7.7%
|
|
12.
|
type
of Reporting Person
|
PN
|
1.
|
names
of Reporting Persons
Nierenberg
Investment Management Company, Inc.
|
|
2.
|
check
the appropriate box if a member of a group
|
(a) T
(b) £
|
3.
|
sec
use only
|
|
4.
|
citizenship
or place of organization
Washington
|
NUMBER
OF
|
5.
|
sole
voting power
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6.
|
shared
voting power
2,882,147
common shares (7.7%)
|
EACH
REPORTING
PERSON
|
7.
|
sole
dispositive power
0
|
WITH
|
8.
|
shared
dispositive power
2,882,147
|
9.
|
aggregate
amount beneficially owned by each reporting person
For
the reporting person listed on this page, 2,882,147; for all reporting
persons as a group, 2,882,147 shares
|
||
10.
|
check
box if the aggregate amount in row (9) excludes certain
shares
|
£
|
|
11.
|
percent
of class represented by amount in row (9)
|
7.7%
|
|
12.
|
type
of Reporting Person
|
CO
|
1.
|
names
of Reporting Persons
Nierenberg
Investment Management Offshore, Inc.
|
|
2.
|
check
the appropriate box if a member of a group
|
(a) T
(b) £
|
3.
|
sec
use only
|
|
4.
|
citizenship
or place of organization
Bahamas
|
NUMBER
OF
|
5.
|
sole
voting power
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6.
|
shared
voting power
418,802
common shares (1.1%)
|
EACH
REPORTING
PERSON
|
7.
|
sole
dispositive power
0
|
WITH
|
8.
|
shared
dispositive power
418,802
|
9.
|
aggregate
amount beneficially owned by each reporting person
For
the reporting person listed on this page, 418,802; for all reporting
persons as a group, 2,882,147 shares
|
||
10.
|
check
box if the aggregate amount in row (9) excludes certain
shares
|
£
|
|
11.
|
percent
of class represented by amount in row (9)
|
7.7%
|
|
12.
|
type
of Reporting Person
|
CO
|
1.
|
names
of Reporting Persons
David
Nierenberg
|
|
2.
|
check
the appropriate box if a member of a group
|
(a) T
(b) £
|
3.
|
sec
use only
|
|
4.
|
citizenship
or place of organization
United
Stated of America
|
NUMBER
OF
|
5.
|
sole
voting power
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6.
|
shared
voting power
2,882,147
common shares (7.7%)
|
EACH
REPORTING
PERSON
|
7.
|
sole
dispositive power
0
|
WITH
|
8.
|
shared
dispositive power
2,882,147
|
9.
|
aggregate
amount beneficially owned by each reporting person
For
the reporting person listed on this page, 2,882,147; for all reporting
persons as a group, 2,882,147 shares
|
||
10.
|
check
box if the aggregate amount in row (9) excludes certain
shares
|
£
|
|
11.
|
percent
of class represented by amount in row (9)
|
7.7%
|
|
12.
|
type
of Reporting Person
|
IN
|
Item
4.
|
Ownership.
|
Item
10.
|
Certification.
|
D3
Family Fund, L.P., D3 Family Bulldog Fund, L.P., and D3 Family Canadian
Fund, L.P.
|
||||
By:
|
Nierenberg
Investment Management Company, Inc.
|
|||
Its:
|
General
Partner
|
|||
February
12, 2010
|
By:
|
/s/
David Nierenberg
|
||
David Nierenberg, President
|
||||
DIII
Offshore Fund, L.P.
|
||||
By:
|
Nierenberg
Investment Management Offshore, Inc.
|
|||
Its:
|
General
Partner
|
|||
February
12, 2010
|
By:
|
/s/
David Nierenberg
|
||
David Nierenberg, President
|
||||
Nierenberg
Investment Management Company, Inc.
|
||||
February
12, 2010
|
By:
|
/s/
David Nierenberg
|
||
David Nierenberg, President
|
||||
Nierenberg
Investment Management Offshore, Inc.
|
||||
February
12, 2010
|
By:
|
/s/
David Nierenberg
|
||
David Nierenberg, President
|
||||
February
12, 2010
|
/s/
David Nierenberg
|
|||
David Nierenberg
|