1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO, WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,108,645.9006
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,108,645.9006
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,108,645.9006
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
ARTHUR D. LIPSON
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,108,645.9006
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,108,645.9006
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,108,645.9006
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
375,144
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
375,144
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,144
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
366,447
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
366,447
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,447
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
366,544
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
366,544
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,544
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
238,188
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
238,188
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,188
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
BENCHMARK PLUS PARTNERS, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
18,463
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
18,463
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,463
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
BENCHMARK PLUS MANAGEMENT, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
256,651
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
256,651
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,651
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
ROBERT FERGUSON
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
256,651
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
256,651
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,651
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
SCOTT FRANZBLAU
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
256,651
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
256,651
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,651
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Dated: December 7, 2011
|
WESTERN INVESTMENT LLC
|
||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
|||
By:
|
Western Investment LLC
|
||
General Partner
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
|
|||
By:
|
Western Investment LLC
|
||
Managing Member
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|||
By:
|
Western Investment LLC
|
||
General Partner
|
|||
By:
|
/s/ Arthur D. Lipson
|
||
Name:
|
Arthur D. Lipson
|
||
Title:
|
Managing Member
|
/s/ Arthur D. Lipson
|
|
ARTHUR D. LIPSON
|
BENCHMARK PLUS PARTNERS, L.L.C.
|
|||
By:
|
Benchmark Plus Management, L.L.C.
|
||
Managing Member
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Managing Member
|
||
By:
|
/s/ Scott Franzblau
|
||
Name:
|
Scott Franzblau
|
||
Title:
|
Managing Member
|
||
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|||
By:
|
Benchmark Plus Management, L.L.C.
|
||
Managing Member
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Managing Member
|
||
By:
|
/s/ Scott Franzblau
|
||
Name:
|
Scott Franzblau
|
||
Title:
|
Managing Member
|
BENCHMARK PLUS MANAGEMENT, L.L.C.
|
|||
By:
|
/s/ Robert Ferguson
|
||
Name:
|
Robert Ferguson
|
||
Title:
|
Managing Member
|
||
By:
|
/s/ Scott Franzblau
|
||
Name:
|
Scott Franzblau
|
||
Title:
|
Managing Member
|
/s/ Robert Ferguson
|
|
ROBERT FERGUSON
|
/s/ Scott Franzblau
|
|
SCOTT FRANZBLAU
|
Date of
Purchase
|
Shares of Common Stock
Purchased
|
Price Per
Share ($)
|
|
WESTERN INVESTMENT HEDGED PARTNERS L.P.
|
|||
10/31/11
|
3,300
|
16.7512
|
|
11/01/11
|
100
|
15.9185
|
|
11/03/11
|
2,100
|
16.4858
|
|
11/10/11
|
100
|
15.9925
|
|
11/10/11
|
900
|
16.0725
|
|
11/11/11
|
400
|
16.3874
|
|
11/15/11
|
200
|
16.0375
|
|
11/16/11
|
900
|
15.9724
|
|
11/17/11
|
400
|
15.8185
|
|
11/17/11
|
300
|
15.7431
|
|
11/18/11
|
500
|
15.7899
|
|
11/18/11
|
8,100
|
15.6780
|
|
11/21/11
|
100
|
15.3425
|
|
11/22/11
|
6,200
|
15.3144
|
|
11/23/11
|
200
|
15.0785
|
|
11/25/11
|
2,500
|
14.9114
|
|
11/28/11
|
1,300
|
15.2685
|
|
11/28/11
|
9,000
|
15.2317
|
|
11/29/11
|
1,100
|
15.4551
|
|
11/29/11
|
800
|
15.3285
|
|
11/30/11
|
4,000
|
16.0672
|
|
12/01/11
|
200
|
16.1225
|
|
12/02/11
|
100
|
16.2385
|
|
12/02/11
|
3,200
|
16.1659
|
|
12/05/11
|
100
|
16.4085
|
|
12/05/11
|
4,700
|
16.3423
|
|
12/06/11
|
17,700
|
16.3677
|
Date of
Purchase
|
Shares of Common Stock
Purchased
|
Price Per
Share ($)
|
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
|
|||
10/31/11
|
3,300
|
16.7512
|
|
11/01/11
|
100
|
15.9185
|
|
11/03/11
|
2,100
|
16.4858
|
|
11/10/11
|
900
|
16.0725
|
|
11/10/11
|
100
|
15.9925
|
|
11/11/11
|
400
|
16.3874
|
|
11/15/11
|
200
|
16.0375
|
|
11/16/11
|
900
|
15.9724
|
|
11/17/11
|
400
|
15.8185
|
|
11/17/11
|
300
|
15.7431
|
|
11/18/11
|
500
|
15.7899
|
|
11/18/11
|
8,100
|
15.6780
|
|
11/21/11
|
100
|
15.3425
|
|
11/22/11
|
6,200
|
15.3144
|
|
11/23/11
|
200
|
15.0785
|
|
11/25/11
|
2,500
|
14.9114
|
|
11/28/11
|
1,300
|
15.2685
|
|
11/28/11
|
9,000
|
15.2317
|
|
11/29/11
|
1,100
|
15.4551
|
|
11/29/11
|
800
|
15.3285
|
|
11/30/11
|
4,000
|
16.0619
|
|
12/01/11
|
200
|
16.1225
|
|
12/02/11
|
100
|
16.2385
|
|
12/02/11
|
3,200
|
16.1659
|
|
12/05/11
|
4,652
|
16.3423
|
|
12/06/11
|
17,788
|
16.3677
|
Date of
Purchase
|
Shares of Common Stock
Purchased
|
Price Per
Share ($)
|
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|||
10/31/11
|
3,400
|
16.7512
|
|
11/01/11
|
86
|
15.9185
|
|
11/03/11
|
2,186
|
16.4857
|
|
11/10/11
|
100
|
15.9925
|
|
11/10/11
|
900
|
16.0725
|
|
11/11/11
|
511
|
16.3847
|
|
11/15/11
|
100
|
16.0625
|
|
11/16/11
|
900
|
15.9724
|
|
11/17/11
|
400
|
15.8185
|
|
11/17/11
|
344
|
15.7409
|
|
11/18/11
|
469
|
15.7899
|
|
11/18/11
|
8,031
|
15.6780
|
|
11/21/11
|
100
|
15.3425
|
|
11/22/11
|
6,100
|
15.3144
|
|
11/23/11
|
200
|
15.0785
|
|
11/25/11
|
2,532
|
14.9114
|
|
11/28/11
|
1,200
|
15.2685
|
|
11/28/11
|
9,126
|
15.2316
|
|
11/29/11
|
1,179
|
15.4548
|
|
11/29/11
|
700
|
15.3285
|
|
11/30/11
|
2,570
|
16.0625
|
|
11/30/11
|
1,430
|
16.0672
|
|
12/01/11
|
200
|
16.1225
|
|
12/02/11
|
173
|
16.2385
|
|
12/02/11
|
3,227
|
16.1659
|
|
12/05/11
|
4,800
|
16.3422
|
|
12/06/11
|
17,700
|
16.3677
|
|
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|||
11/30/11
|
29,300
|
16.0609
|