| | Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The total amount of funds used by the Reporting Persons to make all purchases of Shares beneficially owned by the Reporting Persons, as reported in Item 5(a,b) was approximately $9,663,485. The source of funds for purchases of Shares by each of the Reporting Persons is the working capital of the applicable D3 Family Fund and the Managed Account. |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 20,976,200 Shares outstanding as of June 12, 2025, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 12, 2025
As of the close of business on the date hereof, the Family Fund individually beneficially owned 696,050 Shares, constituting approximately 3.3% of all of the outstanding Shares.
As of the close of business on the date hereof, the Bulldog Fund individually beneficially owned 1,242,337 Shares, constituting approximately 5.9% of all of the outstanding Shares.
As of the close of business on the date hereof, the Managed Account individually beneficially owned 94,388 Shares, constituting approximately 0.4% of all of the outstanding Shares.
By virtue of its relationships with each of the Family Fund, the Bulldog Fund and the Managed Account discussed in further detail in Item 2, NIMCO may be deemed to be the beneficial owner of the 2,032,775 Shares beneficially owned in the aggregate by the Family Fund, the Bulldog Fund and the Managed Account, constituting approximately 9.7% of all of the outstanding Shares.
Note 1: By virtue of his relationship with NIMCO discussed in further detail in Item 2, the Shares that he holds in his personal capacity and the 13,000 Shares held in an inherited IRA for the benefit of Mr. Nierenberg's spouse (the "Inherited IRA"), Mr. Nierenberg may be deemed to be the beneficial owner of the 2,095,910 Shares beneficially owned by NIMCO, those held in his personal capacity and those held in the Inherited IRA, constituting approximately 9.99% of all of the outstanding Shares.
The Reporting Persons, in the aggregate, beneficially own 2,095,910 Shares, constituting approximately 9.99% of the outstanding Shares. |
| (b) | The Family Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 696,050 Shares held by the Family Fund.
The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 1,242,337 Shares held by the Bulldog Fund.
The Managed Account, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 94,388 Shares held by the Managed Account.
Mr. Nierenberg has sole power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 50,135 Shares held by him directly.
Mr. Nierenberg does not believe that he has shared power to (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 13,000 Shares held by the Inherited IRA, but has included the Shares held by the Inherited IRA out of an abundance of caution. |
