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
|
|
NAME OF REPORTING PERSON
|
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THE ABOVE PAR COMMITTEE
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
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|
(b) ☐
|
|
|
|
|
|
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3
|
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SEC USE ONLY
|
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|
|
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|
|
|
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|
4
|
|
SOURCE OF FUNDS
|
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|
OO
|
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|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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USA
|
|
NUMBER OF
|
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7
|
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SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
1,001,184
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
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|
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|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,103,314
|
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|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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- 0 -
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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|
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|
1,103,314
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|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.9%
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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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VOSS CAPITAL, LLC
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
|
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3
|
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SEC USE ONLY
|
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4
|
|
SOURCE OF FUNDS
|
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|
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
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
727,334
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
727,334
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
727,334
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
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|
OO
|
|
|
|
|
|
|
|
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1
|
|
NAME OF REPORTING PERSON
|
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|
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|
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|
|
|
TRAVIS W. COCKE
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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|
(b) ☐
|
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3
|
|
SEC USE ONLY
|
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4
|
|
SOURCE OF FUNDS
|
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|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
727,334
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
727,334
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
727,334
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BRASADA CAPITAL MANAGEMENT LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
23,900
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
126,030
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
126,030
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
GABE BIRDSALL
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
23,900
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
126,030
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
126,030
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JONATHAN REICHEK
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
23,900
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
126,030
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
126,030
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BROADVIEW DARK HORSE LP
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
CANADA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
249,950
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
249,950
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
249,950
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.6%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
EWING MORRIS & CO’S INVESTMENT PARTNERS LTD.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
CANADA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
249,950
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
249,950
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
249,950
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.6%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
MATT IRWIN
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
CANADA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
249,950
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
249,950
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
249,950
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.6%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
|
This statement relates
to the common stock, par value $0.02 per share (the “Shares”), of PAR Technology Corporation, a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is PAR Technology Park, 8683 Seneca Turnpike,
New Hartford, New York 13413.
|
Item 2.
|
Identity and Background.
|
(a)
On January 22,
2018, the filing persons formed The Above Par Committee (the “Committee”). The members of the Committee include:
|
(i)
|
Voss Capital, LLC (“Voss Capital”), a Texas limited liability corporation, as the investment
manager of certain managed accounts (the “Voss Capital Accounts”), with respect to the Shares directly and beneficially
owned by it;
|
|
(ii)
|
Travis W. Cocke, as the managing member of Voss Capital;
|
|
(iii)
|
Brasada Capital Management LP (“Brasada Capital”), a Texas limited partnership, as
the investment manager of certain managed accounts (the “Brasada Capital Accounts”);
|
|
(iv)
|
Gabe Birdsall, as an owner of Brasada Capital;
|
|
(v)
|
Jonathan Reichek, as an owner of Brasada Capital;
|
|
(vi)
|
Broadview Dark Horse LP (“Broadview”), a Canadian limited partnership, with respect
to the Shares directly and beneficially owned by it;
|
|
(vii)
|
Ewing Morris & Co’s Investment Partners Ltd (“Ewing Morris”), a Canadian
corporation, as the investment manager of Broadview; and
|
|
(viii)
|
Matt Irwin, as a member of Ewing Morris.
|
Each of the
foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.
(b)
The address of the principal office of Voss Capital is 3773 Richmond, Suite 500, Houston, Texas 77046. The
address of the principal office of Brasada Capital is 3200 Southwest Freeway, Suite 2160, Houston, Texas 77027. The address of
the principal office of each of Broadview and Ewing Morris is 1407 Yonge, Toronto, ON M4T 1Y7, Canada. The officers and directors
of Ewing Morris and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference
in this Item 2.
(c)
The principal business of Voss Capital is investing in securities. The principal business of Brasada Capital
is investing in securities. The principal business of Broadview is investing in securities. The principal business of Ewing Morris
is serving as an investment manager. The principal occupation of Mr. Cocke is serving as the managing member of Voss Capital. The
principal business of each of Messrs. Birdsall and Reichek is as owner of Brasada Capital. Mr. Irwin serves as a member of Ewing
Morris.
(d)
No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e)
No
Reporting Person, nor any person listed on Schedule A, annexed hereto, 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)
Voss
Capital is organized under the laws of the State of Texas. Brasada Capital is organized under the laws of the State of Texas. Each
of Broadview and Ewing Morris is organized under the laws of Canada.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
The Shares purchased
by Voss Capital and held in the Voss Capital Accounts 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 transactions. The aggregate purchase price
of the 509,333 Shares beneficially owned by Voss Capital is approximately $3,390,273, including brokerage commissions. The aggregate
purchase price of the 218,001 Shares held in the Voss Capital Accounts is approximately $1,540,245, including brokerage commissions.
The Shares held in the
Brasada Capital
Accounts were purchased with the investment capital of Brasada Capital clients (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 126,030
Shares held in the Brasada Capital Accounts is approximately $1,111,204, including brokerage commissions.
The Shares purchased by
Broadview
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 transactions. The aggregate purchase price of the 249,950 Shares beneficially owned by Broadview
is approximately $1,152,766, including brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
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.
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 2 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, 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, 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,
engaging in communications with management and the Board of Directors of the Issuer to discuss their views, including the composition
of the Issuer’s Board of Directors and corporate governance practices, engaging in discussions with stockholders of the Issuer
or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations
or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning
changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations
or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or
operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any
hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their
intention with respect to any and all matters referred to in Item 4.
|
Item 5.
|
Interest in Securities of the Issuer.
|
The aggregate percentage
of Shares reported owned by each person named herein is based upon 16,007,447 Shares outstanding, as of November 10, 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 13, 2017.
|
(a)
|
As of the close of business on February 1, 2018, Voss Capital beneficially owned 727,334 Shares
consisting of (i) 509,333 Shares owned by Voss Capital and (ii) 218,001 Shares held in the Voss Capital Accounts.
|
Percentage: Approximately 4.5%
|
(b)
|
1. Sole power to vote or direct vote: 727,334
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 727,334
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Voss Capital and through the Voss Capital Accounts during
the past sixty
days are set
forth in
Schedule B and are incorporated herein by reference.
|
|
(a)
|
Mr. Cocke, as the managing member of Voss Capital, may be deemed the beneficial owner of the 727,334
Shares owned by Voss Capital.
|
Percentage: Approximately 4.5%
|
(b)
|
1. Sole power to vote or direct vote: 727,334
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 727,334
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Cocke has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of Voss Capital and through the Voss Capital Accounts during the past sixty days are set
forth in Schedule B and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 1, 2018, 126,030 Shares were held in the Brasada Capital
Accounts.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 23,900
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 126,030
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares through the Brasada Capital Accounts during the past sixty days
are set forth in Schedule B and are incorporated herein by reference.
|
|
(a)
|
Mr. Birdsall, as an owner of Brasada Capital, may be deemed the beneficial owner of the 126,030
Shares held in the Brasada Capital Accounts.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 23,900
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 126,030
|
|
(c)
|
Mr. Birdsall has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares through the Brasada Capital Accounts during the past sixty days are set forth in Schedule B and are
incorporated herein by reference.
|
|
(a)
|
Mr. Reichek, as an owner of Brasada Capital, may be deemed the beneficial owner of the 126,030
Shares held in the Brasada Capital Accounts.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 23,900
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 126,030
|
|
(c)
|
Mr. Reichek has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares through the Brasada Capital Accounts during the past sixty days are set forth in Schedule B and are
incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 1, 2018, Broadview beneficially owned 249,950 Shares.
|
Percentage: Approximately 1.6%
|
(b)
|
1. Sole power to vote or direct vote: 249,950
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 249,950
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Broadview has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
Ewing Morris, as the investment manager of Broadview, may be deemed the beneficial owner of the
249,950 Shares owned by Broadview
|
Percentage: Approximately 1.6%
|
(b)
|
1. Sole power to vote or direct vote: 249,950
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 249,950
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ewing Morris has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
Mr. Irwin, as a member of Ewing Morris, may be deemed the beneficial owner of the 249,950 Shares
owned by Broadview.
|
Percentage: Approximately 1.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 249,950
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 249,950
|
|
(c)
|
Mr. Irwin has not entered into any transactions in the Shares during the past sixty days.
|
As of the close of business on February
1, 2018, the Reporting Persons collectively beneficially owned an aggregate of 1,103,314 Shares, constituting approximately 6.9%
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.
|
(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.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
On February 1, 2018,
the Reporting Persons entered into a Joint Filing Agreement. The Joint Filing Agreement is attached hereto as Exhibit 99.1 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.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
|
99.1
|
Joint Filing Agreement, dated February 1, 2018.
|
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: February 1, 2018
|
Voss Capital LLC
|
|
|
|
By:
|
/s/ Travis W. Cocke
|
|
|
Name:
|
Travis W. Cocke
|
|
|
Title:
|
Managing Member
|
|
/s/ Travis W. Cocke
|
|
Travis W. Cocke
|
|
Brasada Capital Management LP
|
|
|
|
By:
|
/s/ Jonathan Reichek
|
|
|
Name:
|
Jonathan Reichek
|
|
|
Title:
|
Authorized Signatory
|
|
/s/ Gabe Birdsall
|
|
Gabe Birdsall
|
|
/s/ Jonathan Reichek
|
|
Jonathan Reichek
|
|
Broadview Dark Horse LP
|
|
|
|
By:
|
Ewing Morris & Co’s Investment Partners Ltd,
its investment manager
|
|
|
|
|
By:
|
/s/ Matt Irwin
|
|
|
Name:
|
Matt Irwin
|
|
|
Title:
|
Authorized Signatory
|
|
Ewing Morris & Co’s Investment Partners Ltd
|
|
|
|
By:
|
/s/ Matt Irwin
|
|
|
Name:
|
Matt Irwin
|
|
|
Title:
|
Authorized Signatory
|
|
/s/ Matt Irwin
|
|
Matt Irwin
|
SCHEDULE A
Directors and Officers of Ewing
Morris & Co’s Investment Partners Ltd
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|
|
|
|
Darcy Morris,
Director
|
Co-President and Chief
Executive Officer of
Ewing Morris & Co’s
Investment Partners Ltd
|
1407 Yonge
Toronto, ON
M4T 1Y7, Canada
|
Canada
|
|
|
|
|
John Ewing,
Director
|
Co-President and Chief
Investment Officer of
Ewing Morris & Co’s
Investment Partners Ltd
|
1407 Yonge
Toronto, ON
M4T 1Y7, Canada
|
Canada
|
|
|
|
|
Matt Irwin
|
Chief Operating Officer,
Chief Compliance Officer
and Chief Financial
Officer of Ewing Morris &
Co’s Investment Partners Ltd
|
1407 Yonge
Toronto, ON
M4T 1Y7, Canada
|
Canada
|
|
|
|
|
Martin Connell,
Director
|
Chairman of the Board of Directors of
Ewing
Morris & Co’s Investment Partners Ltd
|
1407 Yonge
Toronto, ON
M4T 1Y7, Canada
|
Canada
|
Schedule B
Transactions in the Shares During
the Past Sixty Days
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
VOSS
CAPITAL, LLC
Purchase of Common Stock
|
500
|
8.6500
|
12/01/2017
|
Purchase of Common Stock
|
2,500
|
8.7376
|
12/04/2017
|
Purchase of Common Stock
|
1,400
|
8.7986
|
12/08/2017
|
Purchase of Common Stock
|
895
|
8.8300
|
12/13/2017
|
Purchase of Common Stock
|
3,000
|
9.1920
|
12/15/2017
|
Purchase of Common Stock
|
1,500
|
9.1741
|
12/18/2017
|
Purchase of Common Stock
|
1,000
|
9.3619
|
12/19/2017
|
Purchase of Common Stock
|
750
|
9.3834
|
12/20/2017
|
Purchase of Common Stock
|
2,000
|
9.2650
|
12/21/2017
|
Purchase of Common Stock
|
5,000
|
9.3557
|
12/22/2017
|
Purchase of Common Stock
|
7,200
|
9.4894
|
12/26/2017
|
Purchase of Common Stock
|
1,500
|
9.2885
|
12/27/2017
|
Purchase of Common Stock
|
5,000
|
9.2383
|
12/28/2017
|
Purchase of Common Stock
|
4,000
|
9.4027
|
12/29/2017
|
Purchase of Common Stock
|
1,200
|
9.1791
|
01/09/2018
|
Purchase of Common Stock
|
200
|
8.7650
|
01/10/2018
|
Purchase of Common Stock
|
100
|
8.7700
|
01/11/2018
|
Purchase of Common Stock
|
2,100
|
8.6395
|
01/16/2018
|
Purchase of Common Stock
|
2,252
|
8.6578
|
01/17/2018
|
Purchase of Common Stock
|
2,200
|
8.6150
|
01/18/2018
|
Purchase of Common Stock
|
2,800
|
8.8823
|
01/24/2018
|
Purchase of Common Stock
|
1,400
|
8.8929
|
01/25/2018
|
Purchase of Common Stock
|
500
|
8.9300
|
01/26/2018
|
Purchase of Common Stock
|
500
|
8.8000
|
01/29/2018
|
Purchase of Common Stock
|
1,700
|
8.6506
|
01/30/2018
|
VOSS
CAPITAL, LLC
(Through the Voss Capital Accounts)
Purchase of Common Stock
|
1,400
|
8.8489
|
12/11/2017
|
Purchase of Common Stock
|
1,500
|
8.7800
|
12/12/2017
|
Purchase of Common Stock
|
1,300
|
8.7892
|
12/12/2017
|
Purchase of Common Stock
|
2,395
|
8.8725
|
12/13/2017
|
Purchase of Common Stock
|
2,000
|
8.8425
|
12/14/2017
|
Purchase of Common Stock
|
1,100
|
8.9664
|
12/15/2017
|
Purchase of Common Stock
|
1,100
|
9.1920
|
12/15/2017
|
Purchase of Common Stock
|
4,000
|
9.1100
|
12/18/2017
|
Purchase of Common Stock
|
200
|
9.1741
|
12/18/2017
|
Purchase of Common Stock
|
200
|
9.2725
|
12/19/2017
|
Purchase of Common Stock
|
972
|
9.3619
|
12/19/2017
|
Purchase of Common Stock
|
5,000
|
9.3566
|
12/20/2017
|
Purchase of Common Stock
|
482
|
9.3834
|
12/20/2017
|
Purchase of Common Stock
|
2,000
|
9.2395
|
12/21/2017
|
Purchase of Common Stock
|
500
|
9.2650
|
12/21/2017
|
Purchase of Common Stock
|
1,374
|
9.1900
|
12/22/2017
|
Purchase of Common Stock
|
2,213
|
9.3557
|
12/22/2017
|
Purchase of Common Stock
|
5,200
|
9.3891
|
12/26/2017
|
Purchase of Common Stock
|
2,300
|
9.2652
|
12/27/2017
|
Purchase of Common Stock
|
2,100
|
9.2885
|
12/27/2017
|
Purchase of Common Stock
|
3,500
|
9.2966
|
12/28/2017
|
Purchase of Common Stock
|
714
|
9.3152
|
12/29/2017
|
Purchase of Common Stock
|
900
|
9.4027
|
12/29/2017
|
Purchase of Common Stock
|
700
|
8.7586
|
01/10/2018
|
Purchase of Common Stock
|
200
|
8.8250
|
01/11/2018
|
Purchase of Common Stock
|
2,000
|
8.6850
|
01/17/2018
|
Purchase of Common Stock
|
1,000
|
8.5500
|
01/18/2018
|
Brasada
Capital Management LP
(Through the Brasada Capital Accounts)
Sale of Common Stock
|
(300)
|
8.6000
|
12/04/2017
|
Sale of Common Stock
|
(10,000)
|
9.2100
|
12/28/2017
|
Sale of Common Stock
|
(50)
|
9.1300
|
01/04/2018
|
Purchase of Common Stock
|
1,000
|
9.2000
|
01/09/2018
|
Sale of Common Stock
|
(3,000)
|
8.5400
|
02/01/2018
|