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| Insider Trading |
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"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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| FORM 4 |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )This Form 4 is being filed on behalf of Hershey Strategic Capital, LP, Hershey Management I, LLC and Hershey Strategic Capital GP, LLC. Hershey Strategic Capital, LP owns all of the 1,460,980 shares of Common Stock and 62,500 Warrants directly. Hershey Management I, LLC is the investment advisor of Hershey Strategic Capital, LP and disclaims beneficial ownership in such shares. Hershey Strategic Capital GP, LLC is the general partner of Hershey Strategic Capital, LP and disclaims beneficial ownership in such shares except to the extent of its pecuniary interest in such shares. As the investment advisor, Hershey Management I, LLC has the voting and dispositive power with respect to all of the 1,460,980 shares of Common Stock. Accordingly, the ownership form of the shares for Hershey Management I, LLC and Hershey Strategic Capital GP, LLC is indirect.|
( 2 )The exercise price of the warrant is subject to reduction in the event the Issuer fails to meet certain financial benchmarks during the fiscal year ended June 30, 2017.
( 3 )The Warrants were acquired on November 22, 2016; however, pursuant to the terms of the Warrants, they are not exercisable until October 2, 2017. The Reporting Persons are filing this Form 4 at this time because the Warrants became exercisable within 60 days on August 3, 2017.
( 4 )The Warrants were acquired as part of a Unit. Each Unit consisted on one share of Common Stock and a Warrant to acquire one-half share of Common Stock. The price of each Unit was $.60
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|