Preliminary Note
This Amendment No. 9 to Schedule 13D (the “Schedule 13D”), filed by Scott K. Ginsburg and Moon Doggie Family Partnership, L.P. (collectively, the “Reporting Persons”) is being filed to update their disclosure under Item 4 and Item 5 below.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby amended and supplemented by the following:
Scott K. Ginsburg is Executive Chairman of the Company. The Reporting Persons may at any time and from time to time, in privately negotiated transactions or otherwise, acquire additional securities of the Company or dispose of all or a portion of the securities of the Company that the Reporting Persons now own or may hereafter acquire. In addition, the Reporting Persons may engage in discussions with management, the Company’s board of directors, other stockholders of the Company and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Company.
Except as set forth above, the Reporting Persons have no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 is hereby amended and supplemented by the following:
(a) – (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof.
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Reporting Person
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Amount
beneficially
owned
|
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Percent
of class(1)
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Sole power to
vote or direct
the vote
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Shared power
to vote or to
direct the vote
|
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Sole power to
dispose or to
direct the
disposition
of
|
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Shared
power to
dispose or
to direct
the
disposition
of
|
|
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Scott K. Ginsburg
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2,530,774
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(2)
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9.1
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%
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2,229,922
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(3)
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2,530,774
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(2)
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2,229,922
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(3)
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2,530,774
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(2)
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Moon Doggie Family Partnership, L.P.
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300,852
|
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1.1
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%
|
0
|
|
300,852
|
|
0
|
|
300,852
|
|
(1) Based on 27,857,730 shares of Common Stock outstanding as of January 24, 2013 and calculated in accordance with rule 13d-3(d)(1).
(2) Includes (i) 2,038,262 shares of Common Stock held of record by Mr. Ginsburg, (ii) 1,660 shares of Common Stock held by Mr. Ginsburg’s minor children, (iii) options exercisable into 100,000 shares of Common Stock, (iv) 90,000 restricted stock units representing the contingent right to acquire an equal number of shares of Common Stock and (v) 300,852 shares of Common Stock held by Moon Doggie Family Partnership, L.P., of which Mr. Ginsburg is the sole general partner.
(3) Includes (i) 2,038,262 shares of Common Stock held of record by Mr. Ginsburg, (ii) 1,660 shares of Common Stock held by Mr. Ginsburg’s minor children, (iii) options exercisable into 100,000 shares of Common Stock and (iv) 90,000 restricted stock units representing the contingent right to acquire an equal number of shares of Common Stock.
(c) Information concerning transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 8 is set forth in Appendix A hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market.
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