1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Convertible at any time with no expiration date, but subject to mandatory conversion if the 20 trading day volume-weighted average closing price of the Common Stock, $0.01 par value, exceeds $58.
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(2)
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The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own the indicated number of shares of Series B Convertible Preferred Stock (Series B).
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(3)
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This is the average price. The prices at which shares were actually sold range from $7.26 to $7.27. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(4)
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The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own the indicated number of shares of Series B Convertible Preferred Stock (Series B).
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(5)
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Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA), and which continues to own 185,230 shares of Series B.
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(6)
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Ownership of Steamboat Capital Partners II, LP (II) which continues to own 2568 shares of Series B.
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(7)
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Convertible at any time, with no expiration date.
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(8)
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This is the average price. The prices at which shares were actually sold range from $15.95 to $15.97. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(9)
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The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 84,423 shares of Series D Cumulative Convertible Preferred Stock (Series D).
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(10)
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This is the average price. The prices at which shares were actually sold range from $15.57 to $15.63. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(11)
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The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 82,346 shares of Series D Cumulative Convertible Preferred Stock (Series D).
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(12)
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Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA), and which continues to own 328,828 shares of Series D Cumulative Convertible Preferred Stock (Series D).
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(13)
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Ownership of Steamboat Capital Partners II, LP (II) which continues to own 4319 shares of Series D Cumulative Convertible Preferred Stock (Series D).
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(14)
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Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. IA is entitled to receive a performance fee from the managed accounts referred to in footnotes 2,4, 9 and 11 (the "MA"). Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA and Kiai may be deemed to have a pecuniary interest in the shares owned by the MA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.