The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
Authorized to Receive Notices and Communications)
1
|
NAME OF REPORTING PERSONS
The D3 Family Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
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
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
368,746
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
368,746
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,746
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
The D3 Family Bulldog Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
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
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
649,433
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
649,433
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
649,433
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
Haredale Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
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
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
42,421
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
42,421
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,421
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
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
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,060,600
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,060,600
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,600
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
David Nierenberg
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
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 of America
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,060,600
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,060,600
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,600
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Exhibit 99.1 |
Joint Filing Agreement to Schedule 13D-G by and among D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P., Haredale Ltd., Nierenberg Investment Management Company, Inc. and David Nierenberg, dated as of August 7, 2024 (incorporated by
reference to Exhibit 1 to the Reporting Persons’ Schedule 13G, filed on August 7, 2024).
|
D3 FAMILY FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg, President
|
D3 FAMILY BULLDOG FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg, President
|
HAREDALE LTD.
By: Nierenberg Investment Management Company, Inc.,
its Investment Manager
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg, President
|
NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC.
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg, President
|
/s/ David Nierenberg
|
|
DAVID NIERENBERG
|
Date
|
Buy/Sell
|
Security
|
Approximate
Price Per Share1
|
Amount of Shares Bought/(Sold)
|
|||||
The D3 Family Fund, L.P.
|
|||||||||
6/28/2024
|
BUY
|
Common Stock
|
4.05
|
139,666
|
|||||
7/2/2024
|
BUY
|
Common Stock
|
4.05
|
17,041
|
|||||
7/3/2024
|
BUY
|
Common Stock
|
4.05
|
16,836
|
|||||
7/17/2024
|
BUY
|
Common Stock
|
4.24
|
239
|
|||||
7/26/2024
|
BUY
|
Common Stock
|
4.50
|
556
|
|||||
7/29/2024
|
BUY
|
Common Stock
|
4.58
|
295
|
|||||
7/30/2024
|
BUY
|
Common Stock
|
4.59
|
243
|
|||||
7/31/2024
|
BUY
|
Common Stock
|
4.62
|
218
|
|||||
8/1/2024
|
BUY
|
Common Stock
|
4.56
|
1,141
|
|||||
8/2/2024
|
BUY
|
Common Stock
|
4.53
|
662
|
|||||
8/5/2024
|
BUY
|
Common Stock
|
4.49
|
1,002
|
|||||
8/6/2024
|
BUY
|
Common Stock
|
4.53
|
190,847
|
|||||
The D3 Family Bulldog Fund, L.P.
|
|||||||||
6/28/2024
|
BUY
|
Common Stock
|
4.05
|
246,204
|
|||||
7/1/2024
|
BUY
|
Common Stock
|
4.05
|
222
|
|||||
7/2/2024
|
BUY
|
Common Stock
|
4.05
|
29,818
|
|||||
7/3/2024
|
BUY
|
Common Stock
|
4.05
|
29,678
|
|||||
7/17/2024
|
BUY
|
Common Stock
|
4.24
|
143
|
|||||
7/26/2024
|
BUY
|
Common Stock
|
4.50
|
978
|
|||||
7/29/2024
|
BUY
|
Common Stock
|
4.58
|
519
|
|||||
7/30/2024
|
BUY
|
Common Stock
|
4.59
|
428
|
|||||
7/31/2024
|
BUY
|
Common Stock
|
4.62
|
382
|
|||||
8/1/2024
|
BUY
|
Common Stock
|
4.56
|
2,009
|
|||||
8/2/2024
|
BUY
|
Common Stock
|
4.53
|
1,168
|
|||||
8/5/2024
|
BUY
|
Common Stock
|
4.49
|
1,765
|
|||||
8/6/2024
|
BUY
|
Common Stock
|
4.53
|
336,119
|
|||||
Haredale Ltd.
|
|||||||||
6/28/2024
|
BUY
|
Common Stock
|
4.05
|
16,525
|
|||||
7/2/2024
|
BUY
|
Common Stock
|
4.05
|
2,017
|
|||||
7/3/2024
|
BUY
|
Common Stock
|
4.05
|
1,993
|
|||||
7/17/2024
|
BUY
|
Common Stock
|
4.24
|
218
|
|||||
7/26/2024
|
BUY
|
Common Stock
|
4.50
|
66
|
|||||
7/29/2024
|
BUY
|
Common Stock
|
4.58
|
35
|
|||||
7/30/2024
|
BUY
|
Common Stock
|
4.59
|
29
|
|||||
8/1/2024
|
BUY
|
Common Stock
|
4.56
|
136
|
|||||
8/2/2024
|
BUY
|
Common Stock
|
4.53
|
106
|
|||||
8/5/2024
|
BUY
|
Common Stock
|
4.49
|
119
|
|||||
8/6/2024
|
BUY
|
Common Stock
|
4.53
|
21,177
|