(Amendment No. 8)
1
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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Richmond Brothers, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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MICHIGAN
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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5,163,514
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,163,514
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.0%
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14
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TYPE OF REPORTING PERSON
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IA, CO
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1
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NAME OF REPORTING PERSON
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RBI Private Investment I, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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164,841
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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164,841
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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164,841
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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RBI Private Investment II, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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29,802
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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29,802
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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29,802
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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RBI PI Manager, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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194,643
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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194,643
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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194,643
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Richmond Brothers 401(k) Profit Sharing Plan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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MICHIGAN
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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42,100
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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42,100
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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42,100
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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EP
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1
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NAME OF REPORTING PERSON
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David S. Richmond
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO, PF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
|
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7
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SOLE VOTING POWER
|
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SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
371,055
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OWNED BY
|
|
8
|
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SHARED VOTING POWER
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EACH
|
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|
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|
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REPORTING
|
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70,350
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PERSON WITH
|
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9
|
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SOLE DISPOSITIVE POWER
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|
|
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371,055
|
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|
10
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SHARED DISPOSITIVE POWER
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|
|
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|
|
|
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5,233,864
|
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,604,919
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
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10.8%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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IN
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1
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NAME OF REPORTING PERSON
|
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|
|
|
|
|
|
Matthew J. Curfman
|
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|
2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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|
|
(b) ☒
|
|
|
|
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|
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|
3
|
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SEC USE ONLY
|
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|
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|
|
4
|
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SOURCE OF FUNDS
|
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|
|
|
|
|
|
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|
OO, PF
|
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|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
40,684
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
76,485
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
40,684
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,239,999
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,280,683
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
10.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
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|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Norman J. Ravich Irrevocable Trust
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
MINNESOTA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
44,400
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
-0-
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
44,400
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
44,400
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Norman and Sally Ravich Family Trust
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
MINNESOTA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
10,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
-0-
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Alexander Coleman Ravich 1991 Irrevocable Trust
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
MINNESOTA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
25,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Alyssa Danielle Ravich 1991 Irrevocable Trust
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
MINNESOTA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
25,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Mark H. Ravich
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF, AF
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
419,150
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
419,150
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
419,150
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.
|
Item 2.
|
Identity and Background
.
|
Item 2 is hereby amended
to add the following:
In connection with
the Agreement, as defined and described in Item 4 below, the Reporting Persons executed a Termination of Joint Filing Agreement.
In connection with the Termination of Joint Filing Agreement, which is attached as Exhibit 99.2 hereto and incorporated herein
by reference, each of the undersigned to that certain Joint Filing Agreement, dated August 25, 2017, are no longer members of a
Section 13(d) group, and Mr. Ravich and the Ravich Trusts (collectively, the “Ravich Parties”) shall cease to be Reporting
Persons immediately after the filing of this Amendment No. 8 to the Schedule 13D. The remaining Reporting Persons (collectively,
the “Richmond Parties”) will continue filing statements on Schedule 13D with respect to their beneficial ownership
of securities of the Issuer to the extent required by applicable law. The Richmond Parties have entered into a Joint Filing Agreement,
as further described in Item 6 below.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares held in
the Separately Managed Accounts and purchased by each of RBI PI, RBI PII, the RBI Plan and the Ravich Trusts 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. The aggregate purchase price of the 5,163,514 Shares held by the Separately Managed Accounts is approximately
$30,726,614, excluding brokerage commissions. The aggregate purchase price of the 164,841 Shares owned directly by RBI PI is approximately
$1,099,401, excluding brokerage commissions. The aggregate purchase price of the 29,802 Shares owned directly by RBI PII is approximately
$175,072, excluding brokerage commissions. The aggregate purchase price of the 42,100 Shares owned directly by the RBI Plan is
approximately $285,375, excluding brokerage commissions. The aggregate purchase price of the 44,400 Shares owned directly by the
NJR Trust is approximately $239,316, excluding brokerage commissions. The aggregate purchase price of the 25,000 Shares owned directly
by the ACR Trust is approximately $181,750, excluding brokerage commissions. The aggregate purchase price of the 25,000 Shares
owned directly by the ADR Trust is approximately $183,000, excluding brokerage commissions. The aggregate purchase price of the
10,000 Shares owned directly by the NSR Trust is approximately $74,000, excluding brokerage commissions.
The Shares purchased
by Mr. Richmond were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market transactions. The aggregate purchase price of the 204,662 Shares beneficially
owned by Mr. Richmond, including 28,096 Shares directly owned by his spouse, 147 Shares directly owned by his daughter and 7 Shares
directly owned by his son, is approximately $890,826, excluding brokerage commissions.
The Shares purchased
by Mr. Curfman were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market transactions. The aggregate purchase price of the 75,069 Shares beneficially owned
by Mr. Curfman, including the 34,385 Shares directly owned by his spouse, is approximately $466,289, excluding brokerage commissions.
The Shares purchased
by Mr. Ravich were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market transactions. The aggregate purchase price of the 314,750 Shares owned directly
by Mr. Ravich is approximately $2,281,400, excluding brokerage commissions.
|
Item 4.
|
Purpose of Transaction
.
|
Item 4 is hereby amended
to add the following:
On November 22, 2017,
the Reporting Persons entered into a settlement and standstill agreement (the “Agreement”) with the Issuer. Pursuant
to the Agreement, the Issuer agreed to appoint, after reasonably consulting with the Richmond Parties, one additional member (the
“Additional Director”) to its Board of Directors (the “Board”) no later than February 15, 2018. The Issuer
also agreed to certain corporate governance changes, including that (i) John G. Cooper or the Additional Director shall be named
as the Lead Independent Director no later than February 15, 2018, (ii) a new director (other than the current Chairperson) shall
be named as Chairperson of the Governance and Nominating Committee no later than December 7, 2017 and (iii) the Board shall not
increase in size beyond seven members during the Standstill Period (as defined below) without the approval of at least four Board
members.
Pursuant to the Agreement,
the Issuer and the Reporting Persons agreed to jointly submit to the United States District Court for the Eastern District of Michigan
a stipulation seeking to voluntarily dismiss the action styled as
Rockwell Medical, Inc. v. Richmond Brothers, Inc., et al.
,
Case No. 17-cv-10757 in its entirety and with prejudice. The Issuer and the Reporting Persons also agreed to a release of claims
against one another for matters occurring prior to the date of the Agreement.
Pursuant to the Agreement,
the Reporting Persons are subject to certain customary standstill restrictions from the date of the Agreement until the earlier
to occur of (i) December 31, 2018 or (ii) thirty days prior to the deadline established pursuant to the Issuer’s Bylaws for
the submission of shareholder nominations for directors at the 2019 annual meeting of shareholders (the “Standstill Period”);
provided, however, that the Standstill Period shall terminate on February 15, 2018 in the event that the Additional Director is
not appointed to the Board prior to such date. During the Standstill Period, the Reporting Persons also agreed to vote their Shares
(i) in favor of the election of the directors nominated by the Board; (ii) against any proposals or resolutions to remove any member
of the Board (unless supported by the Board); and (iii) in accordance with the Board’s recommendations for each and every
other proposal by the Board subject to a shareholder vote at such meeting; provided, however, in the event that Institutional Shareholder
Services Inc. (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) recommend otherwise with respect to any
proposals (other than the election or removal of directors or a plan for equity-based compensation that is an Independent Director
Approved Plan (as defined in the Agreement)), the Reporting Persons shall be permitted to vote in accordance with the ISS and Glass
Lewis recommendation (with the Ravich Parties having the further requirement that Mr. Ravich must also have voted contrary to the
Board’s recommendation at the applicable Board meeting); provided, further, that the Reporting Persons shall be permitted
to vote in their sole discretion with respect to any publicly announced proposals relating to a merger, acquisition, disposition
of all or substantially all of the assets of the Issuer or other business combination involving the Issuer requiring a vote of
shareholders of the Issuer. During the Standstill Period, the Richmond Parties agreed not to acquire beneficial ownership over
more than 12.0% of the outstanding Shares and the Ravich Parties agreed not to acquire beneficial ownership over more than 2.0%
of the outstanding Shares.
During the Standstill
Period, the Issuer and the Reporting Persons have also mutually agreed not to publicly criticize, disparage, call into disrepute,
or otherwise defame or slander one another.
The foregoing description
of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
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 51,761,040 Shares outstanding as of October 31, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 8, 2017.
|
(a)
|
As of the close of business on November 24, 2017, 5,163,514 Shares were held in the Separately
Managed Accounts. As the investment advisor to the Separately Managed Accounts, Richmond Brothers may be deemed the beneficial
owner of the 5,163,514 Shares held in the Separately Managed Accounts.
|
Percentage: Approximately
10.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,163,514
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer through the Separately Managed Accounts by Richmond
Brothers during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on November 24, 2017, RBI PI beneficially owned 164,841 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 164,841
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 164,841
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RBI PI has not entered into any transactions in the securities of the Issuer during the past sixty
days.
|
|
(a)
|
As of the close of business on November 24, 2017, RBI PII beneficially owned 29,802 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 29,802
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 29,802
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RBI PII has not entered into any transactions in the securities of the Issuer during the past sixty
days.
|
|
(a)
|
As the manager of RBI PI and RBI PII, RBI Manager may be deemed the beneficial owner of the (i)
164,841 Shares owned by RBI PI and (ii) 29,802 Shares owned by RBI PII.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 194,643
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 194,643
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RBI Manager has not entered into any transactions in the securities of the Issuer during the past
sixty days.
|
|
(a)
|
As of the close of business on November 24, 2017, the RBI Plan beneficially owned 42,100 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 42,100
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 42,100
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The RBI Plan has not entered into any transactions in the securities of the Issuer during the past
sixty days.
|
|
(a)
|
As of the close of business on November 24, 2017, Mr. Richmond beneficially owned 204,662 Shares,
including 28,096 Shares directly owned by his spouse, 147 Shares directly owned by his daughter and 7 Shares directly owned by
his son. As the Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan, Mr. Richmond may also be deemed
the beneficial owner of the (i) 5,163,514 Shares held in the Separately Managed Accounts, (ii) 164,841 Shares owned by RBI PI,
(iii) 29,802 Shares owned by RBI PII and (iv) 42,100 Shares owned by the RBI Plan.
|
Percentage: Approximately
10.8%
|
(b)
|
1. Sole power to vote or direct vote: 371,055
2. Shared power to vote or direct vote: 70,350
3. Sole power to dispose or direct the disposition: 371,055
4. Shared power to dispose or direct the disposition: 5,233,864
|
|
(c)
|
Mr. Richmond has not entered into any transactions in the securities of the Issuer during the past
sixty days. The transactions in the securities of the Issuer through the Separately Managed Accounts during the past sixty days
are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on November 24, 2017, Mr. Curfman beneficially owned 75,069 Shares,
including 34,385 Shares directly owned by his spouse. As the President of Richmond Brothers and a trustee of the RBI Plan, Mr.
Curfman may also be deemed the beneficial owner of the (i) 5,163,514 Shares held in the Separately Managed Accounts and (ii) 42,100
Shares owned by the RBI Plan.
|
Percentage: Approximately
10.2%
|
(b)
|
1. Sole power to vote or direct vote: 40,684
2. Shared power to vote or direct vote: 76,485
3. Sole power to dispose or direct the disposition: 40,684
4. Shared power to dispose or direct the disposition: 5,239,999
|
|
(c)
|
Mr. Curfman has not entered into any transactions in the securities of the Issuer during the past
sixty days. The transactions in the securities of the Issuer through the Separately Managed Accounts during the past sixty days
are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on November 24, 2017, the NJR Trust beneficially owned 44,400 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 44,400
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 44,400
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The NJR Trust has not entered into any transactions in the securities of the Issuer during the
past sixty days.
|
|
(a)
|
As of the close of business on November 24, 2017, the NSR Trust beneficially owned 10,000 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 10,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The NSR Trust has not entered into any transactions in the securities of the Issuer during the
past sixty days.
|
|
(a)
|
As of the close of business on November 24, 2017, the ACR Trust beneficially owned 25,000 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 25,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 25,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The ACR Trust has not entered into any transactions in the securities of the Issuer during the
past sixty days.
|
|
(a)
|
As of the close of business on November 24, 2017, the ADR Trust beneficially owned 25,000 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 25,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 25,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The ADR Trust has not entered into any transactions in the securities of the Issuer during the
past sixty days.
|
|
(a)
|
As of the close of business on November 24, 2017, Mr. Ravich directly beneficially owned 314,750
Shares. In addition, as the trustee of each of the Ravich Trusts, Mr. Ravich may be deemed the beneficial owner of the (i) 44,400
Shares owned by the NJR Trust, (ii) 10,000 Shares beneficially owned by the NSR Trust, (iii) 25,000 Shares owned by the ACR Trust
and (iv) 25,000 Shares owned by the ADR Trust.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 419,150
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 419,150
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Ravich has not entered into any transactions in the securities of the Issuer during the past
sixty days.
|
The filing of this
Schedule 13D shall not be deemed 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 Shares he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item 6 is hereby amended
to add the following:
On November 22, 2017,
the Reporting Persons and the Issuer entered into the Agreement as defined and described in Item 4 above and attached as Exhibit
99.1 hereto.
On November 22, 2017,
the Reporting Persons terminated that certain Joint Filing Agreement, dated August 25, 2017. A copy of the Termination of Joint
Filing Agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
On November 27, 2017,
the Richmond Parties entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each
of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A
copy of the Joint Filing Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is hereby amended
to add the following exhibits:
|
99.1
|
Settlement and Standstill Agreement, dated November 22, 2017.
|
|
99.2
|
Termination of Joint Filing Agreement, dated November 22, 2017.
|
|
99.3
|
Joint Filing Agreement, dated November 27, 2017.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 27, 2017
|
Richmond Brothers, Inc.
|
|
|
|
|
By:
|
/s/ David S. Richmond
|
|
|
Name:
|
David S. Richmond
|
|
|
Title:
|
Chairman
|
|
RBI Private Investment I, LLC
|
|
|
|
By:
|
RBI PI Manager, LLC
|
|
|
Manager
|
|
|
|
|
By:
|
/s/ David S. Richmond
|
|
|
Name:
|
David S. Richmond
|
|
|
Title:
|
Manager
|
|
RBI Private Investment II, LLC
|
|
|
|
By:
|
RBI PI Manager, LLC
|
|
|
Manager
|
|
|
|
|
By:
|
/s/ David S. Richmond
|
|
|
Name:
|
David S. Richmond
|
|
|
Title:
|
Manager
|
|
By:
|
RBI PI Manager, LLC
|
|
|
|
|
By:
|
/s/ David S. Richmond
|
|
|
Name:
|
David S. Richmond
|
|
|
Title:
|
Manager
|
|
By:
|
Richmond Brothers 401(k) Profit Sharing Plan
|
|
|
|
|
By:
|
/s/ David S. Richmond
|
|
|
Name:
|
David S. Richmond
|
|
|
Title:
|
Trustee
|
|
/s/ David S. Richmond
|
|
David S. Richmond
|
|
/s/ Matthew J. Curfman
|
|
Matthew J. Curfman
|
|
Norman J. Ravich Irrevocable Trust
|
|
|
|
|
By:
|
/s/ Mark H. Ravich
|
|
|
Name:
|
Mark H. Ravich
|
|
|
Title:
|
Trustee
|
|
Alexander Coleman Ravich 1991 Irrevocable Trust
|
|
|
|
|
By:
|
/s/ Mark H. Ravich
|
|
|
Name:
|
Mark H. Ravich
|
|
|
Title:
|
Trustee
|
|
Alyssa Danielle Ravich 1991 Irrevocable Trust
|
|
|
|
|
By:
|
/s/ Mark H. Ravich
|
|
|
Name:
|
Mark H. Ravich
|
|
|
Title:
|
Trustee
|
|
Norman and Sally Ravich Family Trust
|
|
|
|
|
By:
|
/s/ Mark H. Ravich
|
|
|
Name:
|
Mark H. Ravich
|
|
|
Title:
|
Trustee
|
|
/s/ Mark H. Ravich
|
|
Mark H. Ravich
|
SCHEDULE A
Transactions in the Securities of the Issuer
During the Past Sixty Days
Nature of Transaction
|
Securities
Purchased/(Sold)
|
Price per Share ($)
|
Date of
Purchase / Sale
|
Richmond
Brothers, Inc.
(
Through the Separately Managed Accounts
)
Sale of Common Stock
|
(871)
|
7.5176
|
09/25/2017
|
Sale of Common Stock
|
(144)
|
7.5300
|
09/25/2017
|
Sale of Common Stock
|
(774)
|
7.7526
|
09/26/2017
|
Sale of Common Stock
|
(922)
|
7.7686
|
09/26/2017
|
Sale of Common Stock
|
(398)
|
7.7525
|
09/26/2017
|
Sale of Common Stock
|
(6)
|
7.7200
|
09/27/2017
|
Sale of Common Stock
|
(398)
|
7.8467
|
09/27/2017
|
Sale of Common Stock
|
(65)
|
7.7200
|
09/27/2017
|
Sale of Common Stock
|
(118)
|
8.5603
|
09/28/2017
|
Sale of Common Stock
|
(558)
|
8.3201
|
09/28/2017
|
Purchase of Common Stock
|
594
|
8.4346
|
09/28/2017
|
Purchase of Common Stock
|
595
|
8.4107
|
09/28/2017
|
Sale of Common Stock
|
(106)
|
8.5800
|
09/28/2017
|
Purchase of Common Stock
|
615
|
8.1201
|
10/03/2017
|
Sale of Common Stock
|
(7)
|
7.8700
|
10/04/2017
|
Purchase of Common Stock
|
256
|
7.8133
|
10/05/2017
|
Sale of Common Stock
|
(202)
|
7.4000
|
10/09/2017
|
Purchase of Common Stock
|
281
|
7.1250
|
10/11/2017
|
Purchase of Common Stock
|
421
|
7.1646
|
10/13/2017
|
Purchase of Common Stock
|
424
|
7.0607
|
10/16/2017
|
Purchase of Common Stock
|
144
|
6.9676
|
10/18/2017
|
Purchase of Common Stock
|
407
|
7.3600
|
10/20/2017
|
Sale of Common Stock
|
(130)
|
6.9200
|
10/23/2017
|
Sale of Common Stock
|
(72)
|
7.0779
|
10/23/2017
|
Purchase of Common Stock
|
282
|
7.1078
|
10/23/2017
|
Sale of Common Stock
|
(68)
|
7.0879
|
10/23/2017
|
Sale of Common Stock
|
(10)
|
7.1289
|
10/23/2017
|
Sale of Common Stock
|
(86)
|
7.0616
|
10/23/2017
|
Purchase of Common Stock
|
458
|
6.5200
|
10/24/2017
|
Sale of Common Stock
|
(112)
|
6.6800
|
10/24/2017
|
Purchase of Common Stock
|
318
|
6.2810
|
10/25/2017
|
Purchase of Common Stock
|
331
|
6.0375
|
10/27/2017
|
Sale of Common Stock
|
(199)
|
6.1045
|
10/30/2017
|
Sale of Common Stock
|
(17)
|
6.0018
|
10/30/2017
|
Purchase of Common Stock
|
1,301
|
6.1400
|
10/31/2017
|
Sale of Common Stock
|
(79)
|
6.0531
|
10/31/2017
|
Sale of Common Stock
|
(4)
|
6.0500
|
10/31/2017
|
Purchase of Common Stock
|
861
|
5.7733
|
11/06/2017
|
Sale of Common Stock
|
(250)
|
5.6932
|
11/06/2017
|
Purchase of Common Stock
|
356
|
5.6284
|
11/07/2017
|
Purchase of Common Stock
|
359
|
5.5798
|
11/07/2017
|
Purchase of Common Stock
|
1,385
|
5.7890
|
11/08/2017
|
Purchase of Common Stock
|
355
|
5.6200
|
11/08/2017
|
Purchase of Common Stock
|
181
|
5.5115
|
11/08/2017
|
Purchase of Common Stock
|
319
|
6.2704
|
11/13/2017
|
Purchase of Common Stock
|
159
|
6.2921
|
11/15/2017
|
Purchase of Common Stock
|
152
|
6.5600
|
11/16/2017
|
Purchase of Common Stock
|
152
|
6.5622
|
11/16/2017
|
Sale of Common Stock
|
(24)
|
6.4079
|
11/20/2017
|
Purchase of Common Stock
|
303
|
6.6104
|
11/21/2017
|
Purchase of Common Stock
|
303
|
6.5939
|
11/21/2017
|
Purchase of Common Stock
|
303
|
6.5889
|
11/21/2017
|
Sale of Common Stock
|
(19)
|
6.5614
|
11/21/2017
|
Sale of Common Stock
|
(185)
|
6.5799
|
11/21/2017
|
Sale of Common Stock
|
(73)
|
6.5564
|
11/22/2017
|
Sale of Common Stock
|
(3)
|
6.5445
|
11/22/2017
|
Sale of Common Stock
|
(71)
|
6.5719
|
11/22/2017
|
Sale of Common Stock
|
(20)
|
6.5723
|
11/22/2017
|