Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Geospace Technologies Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37364X109
(CUSIP Number)
May 15, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
◻ Rule 13d-1(b)
[x] Rule 13d-1(c)
◻ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
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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names of Reporting Persons
The D3 Family Fund, L.P.
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2.
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check the appropriate box if a member of a group
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(a) [x]
(b) ◻
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3.
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sec use only
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4.
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citizenship or place of organization
Washington
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NUMBER OF |
5.
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sole voting power
0
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SHARES
BENEFICIALLY OWNED BY |
6.
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shared voting power
232,958
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EACH
REPORTING PERSON |
7.
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sole dispositive power
0
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WITH
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8.
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shared dispositive power
232,958
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9.
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aggregate amount beneficially owned by each reporting person
232,958
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10.
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check box if the aggregate amount in row (9) excludes certain shares ◻
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11.
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percent of class represented by amount in row (9)
1.7%
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12.
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type of Reporting Person
PN
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1.
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names of Reporting Persons
The D3 Family Bulldog Fund, L.P.
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2.
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check the appropriate box if a member of a group
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(a) [x]
(b) ◻
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3.
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sec use only
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4.
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citizenship or place of organization
Washington
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NUMBER OF |
5.
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sole voting power
0
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SHARES
BENEFICIALLY OWNED BY |
6.
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shared voting power
459,257
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EACH
REPORTING PERSON |
7.
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sole dispositive power
0
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WITH
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8.
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shared dispositive power
459,257
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9.
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aggregate amount beneficially owned by each reporting person
459,257
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10.
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check box if the aggregate amount in row (9) excludes certain shares ◻
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11.
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percent of class represented by amount in row (9)
3.4%
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12.
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type of Reporting Person
PN
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1.
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names of Reporting Persons
Haredale Ltd.
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2.
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check the appropriate box if a member of a group
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(a) [x]
(b) ◻
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3.
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sec use only
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4.
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citizenship or place of organization
Bahamas
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NUMBER OF |
5.
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sole voting power
0
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SHARES
BENEFICIALLY OWNED BY |
6.
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shared voting power
7,025
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EACH
REPORTING PERSON |
7.
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sole dispositive power
0
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WITH
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8.
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shared dispositive power
7,025
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9.
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aggregate amount beneficially owned by each reporting person
7,025
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10.
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check box if the aggregate amount in row (9) excludes certain shares ◻
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11.
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percent of class represented by amount in row (9)
Less than 1%
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12.
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type of Reporting Person
CO
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1.
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names of Reporting Persons
Nierenberg Investment Management Company, 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) [x]
(b) ◻
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3.
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sec use only
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4.
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citizenship or place of organization
Washington
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NUMBER OF |
5.
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sole voting power
0
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SHARES
BENEFICIALLY OWNED BY |
6.
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shared voting power
699,240
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EACH
REPORTING PERSON |
7.
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sole dispositive power
0
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WITH
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8.
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shared dispositive power
699,240
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9.
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aggregate amount beneficially owned by each reporting person
699,240
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10.
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check box if the aggregate amount in row (9) excludes certain shares ◻
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11.
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percent of class represented by amount in row (9)
5.1%
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12.
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type of Reporting Person
CO
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1.
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names of Reporting Persons
David Nierenberg
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2.
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check the appropriate box if a member of a group
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(a) [x]
(b) ◻ |
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3.
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sec use only
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4.
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citizenship or place of organization
United Stated of America
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NUMBER OF |
5.
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sole voting power
0
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SHARES
BENEFICIALLY OWNED BY |
6.
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shared voting power
699,240
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EACH
REPORTING PERSON |
7.
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sole dispositive power
0
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WITH
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8.
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shared dispositive power
699,240
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9.
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aggregate amount beneficially owned by each reporting person
699,240
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10.
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check box if the aggregate amount in row (9) excludes certain shares ◻
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|||
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11.
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percent of class represented by amount in row (9)
5.1%
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12.
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type of Reporting Person
IN
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This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of May 18, 2020.
Item 1.
(a) Name of Issuer:
Geospace Technologies Corp. (the “Issuer”)
| (b) |
Address of Issuer's Principal Executive Offices:
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7007 Pinemont Dr, Houston TX 77040
Item 2.
| (a), (c) |
Name of Person Filing and Citizenship:
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The names of the persons filing this Schedule 13G (collectively, the “Reporting Persons”) are:
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•
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The D3 Family Fund, L.P., a Washington limited partnership (the “Family Fund”);
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•
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The D3 Family Bulldog Fund, L.P., a Washington limited partnership (the “Bulldog Fund”);
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•
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Haredale Ltd., incorporated in the Commonwealth of The Bahamas (the “Managed Account”);
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•
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Nierenberg Investment Management Company, Inc., a Washington corporation (“NIMCO”) which is the sole general partner of the Family Fund and the Bulldog Fund; and
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•
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David Nierenberg, a United States citizen (“Mr. Nierenberg”), who is the President of NIMCO.
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NIMCO and Mr. Nierenberg may each be deemed to have voting and dispositive power with respect to the shares of Common Stock (as defined below) held by the Family
Fund, the Bulldog Fund and the Managed Account.
| (b) |
Address of Principal Business Office or, if None, Residence:
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The business address of each of the Reporting Persons is 19605 N.E. 8th Street, Camas, Washington 98607.
| (d) |
Title of Class of Securities: Common Stock
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| (e) |
CUSIP Number: 37364X109
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| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: N/A
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| (a) | ◻ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ◻ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ◻ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ◻ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ◻ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ◻ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ◻ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ◻ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ◻ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ◻ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| (k) | ◻ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____.
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
| Item 4. |
Ownership.
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(a), (b) Amount
beneficially owned; Percent of Class:
(i) The Family
Fund individually beneficially owns 232,958 shares of Common Stock, constituting approximately 1.7% of all of the outstanding shares of Common Stock based on 13,664,989 shares of Common Stock outstanding as of April 30, 2020 as set forth in the
Issuer’s Quarterly Report Form 10-Q filed with the Securities and Exchange Commission on May 8, 2020.
(ii) The
Bulldog Fund individually beneficially owns 459,257 shares of Common Stock, constituting approximately 3.4% of all of the outstanding shares of Common Stock.
(iii) The Managed Account individually beneficially owns 7,025 shares of Common Stock, constituting less than 1% of all the outstanding shares of Common Stock.
(iv) NIMCO may
be deemed to be the beneficial owner of the 699,240 shares of Common Stock owned by the Family Fund, the Bulldog Fund and the Managed Account, constituting approximately 5.1% of all of the outstanding shares of Common Stock.
(v) Mr.
Nierenberg may be deemed to be the beneficial owner of the 699,240 shares of Common Stock beneficially owned by NIMCO, constituting approximately 5.1% of all of the outstanding shares of Common Stock.
(vi) The
Reporting Persons, in the aggregate, beneficially own 699,240 Shares, constituting approximately 5.1% of the outstanding shares of Common Stock.
(c) Number of
shares as to which such person has:
(i), (iii) None
of the Reporting Persons has the sole power (A) to vote or direct the vote of, or (B) to dispose or direct the disposition of, any shares of Common Stock.
(ii), (iv) The
Family Fund, NIMCO and Mr. Nierenberg have shared power (A) to vote or direct the vote of, and (B) to dispose or direct the disposition of, the 232,958 shares of Common Stock held by the Family Fund.
The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (A) to vote or direct the vote of, and (B) to dispose or direct the disposition of, the 459,257
shares of Common Stock held by the Bulldog Fund.
The Managed Account, NIMCO and Mr. Nierenberg have shared power (A) to vote or direct the vote of, and (B) to dispose or direct the disposition of, the 7,025
shares of Common Stock held by the Managed Account.
| Item 5. |
Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ]. N/A
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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N/A
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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N/A
| Item 8. |
Identification and Classification of Members of the Group.
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Exhibit 1 hereto is the Joint Filing Agreement among the Reporting Persons dated May 18, 2020 pursuant to which all of the Reporting Persons have authorized
the filings under Regulation 13D-G and amendments thereto as a group.
| Item 9. |
Notice of Dissolution of Group.
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N/A
| Item 10. |
Certification.
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By signing below each of the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.
D3 Family Fund, L.P. and D3 Family Bulldog Fund, L.P.
By: Nierenberg Investment Management
Company, Inc.
Its: General Partner
May 18, 2020 By: /s/ David
Nierenberg
------------------------- -------------------------------------------
David Nierenberg, President
Haredale Ltd.
By: Nierenberg Investment Management Company Inc.
Its: Investment Manager
May 18, 2020 By: /s/ David
Nierenberg
------------------------- -------------------------------------------
David Nierenberg, President
Nierenberg Investment Management
Company, Inc.
May 18, 2020 By: /s/ David
Nierenberg
------------------------- -------------------------------------------
David Nierenberg, President
May 18, 2020 /s/ David Nierenberg
--------------------------
-- -----------------------------------------
David Nierenberg