Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)

MAM SOFTWARE GROUP, INC.
 (Name of Issuer)
 
Common Stock, $.0001 par value
(Title of Class of Securities)
 
 
00210T102
 (CUSIP Number)
 
 
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus

December 14, 2015
(Date of event which requires filing of this statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4) check the following box [ ].
 
The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
 
 

 
 
SCHEDULE 13D/A

CUSIP No. 00210T102
 
Page 2  of  13 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Partners Small Cap Value, L.P.  13-3688497
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a)  [  ] 
                                         
(b)  [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
983,251 (See Item 5)
OWNED BY
EACH
 
8
SHARED VOTING POWER
0 (See Item 5)
 
REPORTING
 
9
SOLE DISPOSITIVE POWER
 
983,251 (See Item 5)
 
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
983,251 (See Item 5)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.9%
14
 
TYPE OF REPORTING PERSON*
 
PN
 
 
2

 
 
SCHEDULE 13D/A

CUSIP No. 00210T102
 
Page 3  of  13 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  [  ] 
                                      
(b)  [ X ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
783,651 (See Item 5)
OWNED BY
EACH
 
8
SHARED VOTING POWER
 
0 (See Item 5)
 
REPORTING
 
9
SOLE DISPOSITIVE POWER
 
783,651 (See Item 5)
 
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
783,651 (See Item 5)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
14
 
TYPE OF REPORTING PERSON*
 
CO
 
 
3

 
 
SCHEDULE 13D/A

CUSIP No. 00210T102
 
Page 4  of  13 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Partners Small Cap Value L.P. I  13-3953291
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  [  ] 
                                      
(b)  [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
1,476,148 (See Item 5)
OWNED BY
EACH
 
8
SHARED VOTING POWER
0 (See Item 5)
 
REPORTING
 
9
SOLE DISPOSITIVE POWER
 
1,476,148 (See Item 5)
 
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,476,148 (See Item 5)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.9%
14
 
TYPE OF REPORTING PERSON*
 
PN
 
 
4

 
 
SCHEDULE 13D/A

CUSIP No. 00210T102
 
Page 5  of  13 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Capital Management, LLC  13-4018186
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  [  ] 
                                      
(b)  [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
2,459,399 (See Item 5)
OWNED BY
EACH
 
8
SHARED VOTING POWER
0 (See Item 5)
 
REPORTING
 
9
SOLE DISPOSITIVE POWER
 
2,459,399 (See Item 5)
 
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,459,399 (See Item 5)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.8%
14
 
TYPE OF REPORTING PERSON*
 
OO
 
 
5

 
 
SCHEDULE 13D/A

CUSIP No. 00210T102
 
Page 6  of  13 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Capital, Inc.  Profit Sharing & Money Purchase Plan
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  [  ] 
                                      
(b)  [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
4,474 (See Item 5)
OWNED BY
EACH
 
8
SHARED VOTING POWER
0 (See Item 5)
 
REPORTING
 
9
SOLE DISPOSITIVE POWER
 
4,474 (See Item 5)
 
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,474 (See Item 5)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.04%
14
 
TYPE OF REPORTING PERSON*
 
CO
 
 
6

 
 
SCHEDULE 13D/A

CUSIP No. 00210T102
 
Page 7  of  13 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Capital, Inc.  13-3688495
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  [  ] 
                                      
(b)  [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
783,651 (See Item 5)
OWNED BY
EACH
 
8
SHARED VOTING POWER
0 (See Item 5)
 
REPORTING
 
9
SOLE DISPOSITIVE POWER
 
783,651 (See Item 5)
 
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
783,651 (See Item 5)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
14
 
TYPE OF REPORTING PERSON*
 
CO
 
 
7

 
 
SCHEDULE 13D/A

CUSIP No. 00210T102
 
Page 8  of  13 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Nelson Obus
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  [  ] 
                                      
(b)  [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
3,243,050 (See Item 5)
OWNED BY
EACH
 
8
SHARED VOTING POWER
4,474 (See Item 5)
 
REPORTING
 
9
SOLE DISPOSITIVE POWER
 
3,243,050 (See Item 5)
 
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
4,474 (See Item 5)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,247,524 (See Item 5)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
26.1%
14
 
TYPE OF REPORTING PERSON*
 
IN
 
 
8

 
 
SCHEDULE 13D/A

CUSIP No. 00210T102
 
Page 9  of  13 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Joshua Landes
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)  [  ] 
                                      
(b)  [ X ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
3,243,050 (See Item 5)
OWNED BY
EACH
 
8
SHARED VOTING POWER
0 (See Item 5)
 
REPORTING
 
9
SOLE DISPOSITIVE POWER
 
3,243,050 (See Item 5)
 
PERSON WITH
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,243,050 (See Item 5)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
26.1%
14
 
TYPE OF REPORTING PERSON*
 
IN
 
 
9

 
 

This Amendment No. 7 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on March 19, 2008 as amended by Amendment No. 1 filed with the Commission on December 5, 2008, as amended by Amendment No. 2 filed with the Commission on April 13, 2009, as amended by Amendment No. 3 filed with the Commission on November 8, 2010, as amended by Amendment No. 4 filed with the Commission on December 22, 2010, as amended by Amendment No. 5 filed with the Commission on June 2, 2011 and as amended by Amendment No. 6 filed with the Commission on December 23, 2011 (the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined below) with respect to shares of common stock, $0.0001 par value per share (the “Common Stock”) of MAM Software Group, Inc., a Delaware corporation (the “Issuer”), whose principal executive office are located at Maple Park, Maple Court, Tankersley, Barnsley, UK S75 3DP. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

 

Item 2. Identity and Background.

 

This Schedule 13D is filed by the Wynnefield Reporting Persons.

 

(a), (b), (c) and (f). The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), Wynnefield Capital, Inc. Profit Sharing Plan (“Plan”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Nelson Obus and Joshua H. Landes. The Wynnefield Reporting Persons that are entities are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders).

 

WCM, a New York limited liability company, is the general partner of Wynnefield Partners I and Wynnefield Partners, each a private investment company organized as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua H. Landes are the managing members of WCM and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized under the laws of the Cayman Islands. The Plan is an employee profit sharing plan organized under the laws of the State of Delaware. Mr. Obus is the portfolio manager of the Plan. Messrs. Obus and Landes are citizens of the United States of America.

 

The business address of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.

 

(d) and (e). During the last five years, none of the Wynnefield Reporting Persons had been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a 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.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $4,618,553.65 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 
 
10

 
 

Item 4. Purpose of the Transaction

 

Item 4 of the Schedule 13D is hereby amended and restated as follows:

 

This Schedule 13D is filed by the Wynnefield Reporting Person to report dispositions of shares of the Common Stock which decreases its beneficial ownership (as such term is defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of the Common Stock of the Issuer by more than 1% from the amounts previously reported on the Schedule 13D previously filed with the Commission on December 23, 2011. Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a), (b) and (c) As of December 14, 2015, the Wynnefield Reporting Persons beneficially owned in the aggregate 3,247,524 shares of Common Stock, constituting approximately 26.1% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 12,434,887 shares of Common Stock outstanding as of December 1, 2015 (based upon (i) 14,434,887 shares of Common Stock outstanding as of November 12, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Commission on November 12, 2015; and (ii) the Issuer purchasing 2,000,000 shares of its Common Stock in connection with its cash tender offer as disclosed in the Issuer’s press release dated December 8, 2015).

 

The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

Name Number of Common Stock Percentage of Outstanding Common Stock
     
Wynnefield Partners I 1,476,148 11.9%
     
Wynnefield Partners 983,251 7.9%
     
Wynnefield Offshore 783,651 6.3%
     
Plan 4,474 .04%

 

WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 
 
11

 
 

The Plan is an employee profit sharing plan. Mr. Obus is the portfolio manager of the Plan and has the sole authority to direct the voting and the disposition of the shares of Common Stock that the Plan beneficially owns. Accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Plan may be deemed to beneficially own.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 3,247,524 shares of Common Stock, constituting approximately 26.1% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 12,434,887 shares of Common Stock outstanding as of December 1, 2015 (based upon (i) 14,434,887 shares of Common Stock outstanding as of November 12, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2015; and (ii) the Issuer purchasing 2,000,000 shares of its Common Stock in connection with its cash tender offer as disclosed in the Issuer’s press release dated December 8, 2015).

 

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

 

The Wynnefield Reporting Persons have sold shares of Common Stock during the last 60 days as follows:

 

Name Transaction Date Number of Shares Price Per Share
         
Wynnefield Partners I Sell 12/14/2015 149,632 $7.50
         
Wynnefield Partners Sell 12/14/2015 92,397 $7.50
         
Wynnefield Offshore Sell 12/14/2015 57,474 $7.50

 

(d) and (e). Not Applicable.

 

 
 
12

 
 
SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 21, 2015

 
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
   
 
By:
Wynnefield Capital Management, LLC, General Partner
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, Managing Member
       
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
   
 
By:
Wynnefield Capital Management, LLC, General Partner
       
   
By:
/s/ Nelson Obus
     
Nelson Obus, Managing Member
       
 
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
   
 
By:
Wynnefield Capital, Inc.
     
   
By:
/s/ Nelson Obus
     
Nelson Obus, President
       
 
WYNNEFIELD CAPITAL, INC. PROFIT SHARING & MONEY PURCHASE PLAN
   
   
By:
/s/ Nelson Obus
     
Nelson Obus, Portfolio Manager
       
 
WYNNEFIELD CAPITAL MANAGEMENT, LLC
   
   
By:
/s/ Nelson Obus
     
Nelson Obus, Co-Managing Member
       
 
WYNNEFIELD CAPITAL, INC.
   
   
By:
/s/ Nelson Obus
     
Nelson Obus, President
   
 
/s/ Nelson Obus
 
Nelson Obus, Individually
       
 
/s/ Joshua Landes
 
Joshua Landes, Individually

 
13