The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased for the accounts of WT were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.
The Shares reported herein for WH, sole member and manager, were purchased for the account of WT, an options and ETF market maker. The aggregate purchase price of certain call options exercisable into 4,400 Shares beneficially owned by WT, as further described in Item 6 to the Schedule 13D, is approximately $440, excluding brokerage commissions.
The Shares purchased by Mr. Joung were purchased by an affiliate using working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in the open market with personal funds, except as otherwise noted in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,500 Shares beneficially owned by Mr. Joung is approximately $15,350, excluding brokerage commissions.
Item 4.
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Purpose of Transaction
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Item 4 is hereby amended to add the following:
On April 4, 2016, in connection with ARMOUR Residential REIT, Inc.’s $85.2 million cash tender offer for all of the outstanding Shares of the Issuer, Flagship tendered 913,152 Shares thereby exiting its position in the Issuer.
Item 5.
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Interest in Securities of the Issuer
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Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 11,866,691 Shares outstanding, as of April 4, 2016, which is the total number of Shares outstanding based on the Issuer’s Schedule TO filed with the Securities and Exchange Commission on April 4, 2016.
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(a)
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WAM, as the investment manager of Flagship, does not beneficially own any Shares.
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Percentage: 0%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 0
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(c)
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WAM has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares by Flagship since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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WH, as the sole member and manager of WAM, and the sole member and manager of WT, may be deemed the beneficial owner of the 4,400 Shares owned by WT (consisting of 4,400 shares of common stock receivable upon exercise of options issued by the Issuer).
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 4,400
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 4,400
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(c)
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WH has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares by Flagship since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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WTP, as the sole general partner of WH, may be deemed the beneficial owner of the 4,400 Shares owned by WT (consisting of 4,400 shares of common stock receivable upon exercise of options issued by the Issuer).
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 4,400
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 4,400
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(c)
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WTP has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares by Flagship since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Gust, a controlling shareholder of WTP, may be deemed the beneficial owner of the 4,400 Shares owned by WT (consisting of 4,400 shares of common stock receivable upon exercise of options issued by the Issuer).
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 4,400
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 4,400
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(c)
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Mr. Gust has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares by Flagship since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Bellick, a controlling shareholder of WTP, may be deemed the beneficial owner of the 4,400 Shares owned by WT (consisting of 4,400 shares of common stock receivable upon exercise of options issued by the Issuer).
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 4,400
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 4,400
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(c)
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Mr. Bellick has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares by Flagship since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on April 6, 2016, Mr. Joung beneficially owned 2,500 Shares.
1
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 2,500
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,500
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Joung has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
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(a)
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As of the close of business on April 6, 2016, Mr. Muehlhauser did not own any Shares.
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Percentage: 0%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Muehlhauser has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
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(a)
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As of the close of business on April 6, 2016, Mr. Nelson did not own any Shares.
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Percentage: 0%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Nelson has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
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(a)
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As of the close of business on April 6, 2016, Mr. Rice did not own any Shares.
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Percentage: 0%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Mr. Rice since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on April 6, 2016, Mr. Tringali did not own any Shares.
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Percentage: 0%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Tringali has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
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(a)
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As of the close of business on April 6, 2016, Mr. Ziegelman did not own any Shares.
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Percentage: 0%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Ziegelman has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
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As of the close of business on April 6, 2016, the Reporting Persons collectively beneficially owned an aggregate of 6,900 Shares, constituting less than 1% of the Shares outstanding.
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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: April 6, 2016
WOLVERINE ASSET MANAGEMENT, LLC
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By:
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Name:
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Christopher L. Gust
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Title:
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Chief Investment Officer
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WOLVERINE HOLDINGS, L.P.
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By:
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Name:
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Christopher L. Gust
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Title:
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Managing Director
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WOLVERINE TRADING PARTNERS, INC.
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By:
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Name:
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Christopher L. Gust
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Title:
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Authorized signatory
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By:
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Name:
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Christopher L. Gust
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By:
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Name:
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Robert R. Bellick
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By:
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Name:
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John D. Ziegelman
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By:
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Name:
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Eric W. Muehlhauser
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By:
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Name:
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Norman J. Rice, III
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By:
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Name:
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Donald J. Tringali
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SCHEDULE A
Transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D
Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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WOLVERING ASSET MANAGEMENT, LLC (THROUGH WOLVERINE FLAGSHIP FUND TRADING LIMITED)
Purchase of Common Stock
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484
|
7.0800
|
03/07/2016
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Purchase of Common Stock
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100
|
7.1200
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03/07/2016
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Sale of Common Stock
|
(2,398)
|
7.1800
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03/08/2016
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Sale of Common Stock
|
(1,940)
|
7.1900
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03/08/2016
|
Purchase of Common Stock
|
2,000
|
7.1800
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03/09/2016
|
Purchase of Common Stock
|
718
|
7.1700
|
03/09/2016
|
Purchase of Common Stock
|
6,800
|
7.1900
|
03/10/2016
|
Purchase of Common Stock
|
3,250
|
7.1800
|
03/10/2016
|
Purchase of Common Stock
|
1,200
|
7.1700
|
03/10/2016
|
Purchase of Common Stock
|
4,000
|
7.1600
|
03/11/2016
|
Purchase of Common Stock
|
9,173
|
7.1100
|
03/11/2016
|
Purchase of Common Stock
|
1,468
|
7.1200
|
03/11/2016
|
Purchase of Common Stock
|
7,797
|
7.1300
|
03/11/2016
|
Purchase of Common Stock
|
8,406
|
7.1400
|
03/11/2016
|
Purchase of Common Stock
|
6,700
|
7.1500
|
03/11/2016
|
Purchase of Common Stock
|
200
|
7.1000
|
03/11/2016
|
Purchase of Common Stock
|
3,150
|
7.1200
|
03/14/2016
|
Purchase of Common Stock
|
1,100
|
7.1100
|
03/14/2016
|
Purchase of Common Stock
|
2,259
|
7.0000
|
03/14/2016
|
Purchase of Common Stock
|
2,300
|
7.0300
|
03/14/2016
|
Purchase of Common Stock
|
1,504
|
7.0600
|
03/14/2016
|
Purchase of Common Stock
|
600
|
7.0200
|
03/14/2016
|
Purchase of Common Stock
|
1,284
|
7.1000
|
03/14/2016
|
Purchase of Common Stock
|
168
|
7.0100
|
03/14/2016
|
Purchase of Common Stock
|
500
|
7.0700
|
03/14/2016
|
Purchase of Common Stock
|
1,000
|
7.0320
|
03/14/2016
|
Purchase of Common Stock
|
500
|
7.0400
|
03/14/2016
|
Purchase of Common Stock
|
500
|
7.1099
|
03/14/2016
|
Purchase of Common Stock
|
4,203
|
7.0600
|
03/15/2016
|
Purchase of Common Stock
|
1,040
|
7.0800
|
03/15/2016
|
Purchase of Common Stock
|
800
|
7.0700
|
03/15/2016
|
Purchase of Common Stock
|
200
|
7.0500
|
03/15/2016
|
Purchase of Common Stock
|
75
|
7.0900
|
03/15/2016
|
Purchase of Common Stock
|
1,000
|
7.1200
|
03/15/2016
|
Purchase of Common Stock
|
100
|
7.1000
|
03/15/2016
|
Purchase of Common Stock
|
10,774
|
7.1500
|
03/16/2016
|
Purchase of Common Stock
|
500
|
7.1400
|
03/16/2016
|
Sale of Common Stock
|
(100)
|
7.1600
|
03/16/2016
|
Purchase of Common Stock
|
900
|
7.1700
|
03/17/2016
|
Purchase of Common Stock
|
4,000
|
7.1500
|
03/17/2016
|
Purchase of Common Stock
|
3,999
|
7.1400
|
03/17/2016
|
Purchase of Common Stock
|
4,000
|
7.1300
|
03/17/2016
|
Purchase of Common Stock
|
5,912
|
7.1200
|
03/17/2016
|
Purchase of Common Stock
|
2,000
|
7.1600
|
03/17/2016
|
Purchase of Common Stock
|
4,660
|
7.0900
|
03/18/2016
|
Purchase of Common Stock
|
3,700
|
7.1100
|
03/18/2016
|
Purchase of Common Stock
|
1,200
|
7.1200
|
03/18/2016
|
Purchase of Common Stock
|
440
|
7.0800
|
03/18/2016
|
Sale of Common Stock
|
(913,152)
|
7.1800
|
04/04/2016
|
NORMAN J. RICE, III
Sale of Common Stock
|
(1,500)
|
7.1800
|
04/04/2016
|