The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer.
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This statement relates to the Common Stock, par value $0.001 per share (the “Shares”), of Comverge, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 5390 Triangle Parkway, Suite 300, Norcross, Georgia 30092.
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Item 2.
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Identity and Background.
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(a) This statement is filed by:
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(i)
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Raging Capital Fund, LP, a Delaware limited partnership (“Raging Capital Fund”);
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(ii)
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Raging Capital Fund (QP), LP, a Delaware limited partnership (“Raging Capital Fund QP” and together with Raging Capital Fund, the “Raging Funds”);
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(iii)
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Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), who serves as the general partner of each of the Raging Funds; and
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(iv)
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William C. Martin (“Mr. Martin”), who serves as the managing member of Raging Capital.
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Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting Persons is Ten Princeton Avenue, Rocky Hill, New Jersey 08553.
(c) The principal business of each of the Raging Funds is investing in securities. The principal business of Raging Capital is serving as the general partner of each of the Raging Funds. The principal occupation of Mr. Martin is serving as the managing member of Raging Capital.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Raging Funds and Raging Capital are organized under the laws of the State of Delaware. Mr. Martin is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The aggregate purchase price of the 3,265,411 Shares owned directly by the Raging Funds is approximately $5,581,516, including brokerage commissions. The Shares owned directly by the Raging Funds were acquired with the working capital of the Raging Funds.
The Raging Funds effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
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Item 4.
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Purpose of Transaction
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The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On March 28, 2012, Raging Capital sent a letter to the Board of Directors of the Issuer urging it to immediately withdraw its recommendation for the proposed acquisition of the Issuer by H.I.G. Capital, LLC for a price of $1.75 per Share (the “Acquisition Proposal”). In the letter, Raging Capital expresses its view that the Acquisition Proposal, which values the Issuer at less than $50 million in equity value, is grossly inadequate. A copy of the letter is attached as an exhibit hereto and is incorporated herein by reference.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, developments relating to the Acquisition Proposal, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, making proposals to the Issuer concerning potential alternatives to the Acquisition Proposal, changes to the capitalization, ownership structure, board structure or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of their securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to such securities, or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer
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(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 27,511,443 Shares outstanding, which is the total number of Shares outstanding as reported in Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 26, 2012.
As of the close of business on March 28, 2012, Raging Capital Fund directly owned 1,063,178 Shares, constituting approximately 3.9% of the Shares outstanding. By virtue of their relationships with Raging Capital Fund discussed in further detail in Item 2, each of Raging Capital and Mr. Martin may be deemed to beneficially own the Shares owned by Raging Capital Fund.
As of the close of business on March 28, 2012, Raging Capital Fund QP directly owned 2,202,233 Shares, constituting approximately 8.0% of the Shares outstanding. By virtue of their relationships with Raging Capital Fund QP discussed in further detail in Item 2, each of Raging Capital and Mr. Martin may be deemed to beneficially own the Shares owned by Raging Capital Fund QP.
(b) Each of the Raging Funds shares with Raging Capital and Mr. Martin the power to vote and dispose of the Shares directly owned, respectively, by the Raging Funds.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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On March 28, 2012, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached as an exhibit hereto and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits
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99.1
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Letter to the Board of Directors of Comverge, Inc., dated March 28, 2012.
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99.2
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Joint Filing Agreement by and among Raging Capital Fund, LP, Raging Capital Fund (QP), LP, Raging Capital Management, LLC and William C. Martin, dated March 28, 2012.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 28, 2012
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Raging Capital Fund, LP
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By:
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Raging Capital Management, LLC
General Partner
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Attorney-in-fact for William C. Martin, Managing Member
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Raging Capital Fund (QP), LP
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By:
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Raging Capital Management, LLC
General Partner
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Attorney-in-fact for William C. Martin, Managing Member
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Raging Capital Fund (QP), LP
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By:
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Raging Capital Management, LLC
General Partner
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Attorney-in-fact for William C. Martin, Managing Member
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Raging Capital Management, LLC
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Attorney-in-fact for William C. Martin, Managing Member
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/s/ Frederick C. Wasch
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Frederick C. Wasch as Attorney-in-fact for William C. Martin
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SCHEDULE A
Transactions in the Shares During the Past 60 Days
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Shares of Common
Stock Purchased
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Price Per
Share($)
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Date of
Purchase
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RAGING CAPITAL FUND, L
P
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16,826
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1.3753
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03/06/2012
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31,973
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1.3909
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03/07/2012
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10,116
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1.4083
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03/08/2012
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37,618
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1.4008
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03/09/2012
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21,299
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1.4132
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03/12/2012
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29,845
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1.4189
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03/13/2012
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44,270
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1.6859
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03/16/2012
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4,071
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1.6398
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03/19/2012
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11,761
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1.6620
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03/19/2012
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100,170
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1.6700
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03/19/2012
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22,402
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1.6900
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03/19/2012
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166,950
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1.6300
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03/19/2012
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18,063
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1.6653
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03/19/2012
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5,803
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1.7000
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03/20/2012
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8,832
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1.7475
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03/21/2012
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10,575
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1.7700
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03/22/2012
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11,367
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1.7500
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03/22/2012
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147,371
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1.8480
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03/23/2012
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648
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1.7699
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03/23/2012
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317,978
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1.8045
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03/26/2012
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45,240
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1.7576
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03/27/2012
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RAGING CAPITAL FUND (QP), LP
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35,074
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1.3753
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03/06/2012
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66,651
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1.3909
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03/07/2012
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21,088
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1.4083
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03/08/2012
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78,417
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1.4009
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03/09/2012
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44,401
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1.4132
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03/12/2012
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62,215
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1.4189
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03/13/2012
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119,692
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1.6859
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03/16/2012
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8,129
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1.6398
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03/19/2012
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23,464
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1.6620
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03/19/2012
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199,830
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1.6700
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03/19/2012
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44,690
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1.6900
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03/19/2012
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333,050
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1.6300
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03/19/2012
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36,037
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1.6653
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03/19/2012
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12,097
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1.7000
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03/20/2012
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18,413
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1.7475
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03/21/2012
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19,425
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1.7700
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03/22/2012
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20,886
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1.7500
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03/22/2012
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307,199
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1.8480
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03/23/2012
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1,352
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1.7699
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03/23/2012
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654,269
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1.8045
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03/26/2012
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95,854
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1.7576
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03/27/2012
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RAGING CAPITAL MANAGEMENT, LLC
None
WILLIAM C. MARTIN
None