09/19/2024 | Press release | Distributed by Public on 09/19/2024 16:48
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
English Aron R. 590 1ST AVE. S UNIT C1 SEATTLE, WA98104 |
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X |
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22NW, LP 590 1ST AVE. S UNIT C1 SEATTLE, WA98104 |
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X |
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22NW Fund, LP 590 1ST AVE. S UNIT C1 SEATTLE, WA98104 |
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X |
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22NW Fund GP, LLC 590 1ST AVE. S UNIT C1 SEATTLE, WA98104 |
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X |
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22NW GP, Inc. 590 1ST AVE. S UNIT C1 SEATTLE, WA98104 |
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X |
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/s/ Aron R. English | 2024-09-19 |
**Signature of Reporting Person | Date |
22NW Fund, LP; By: 22NW Fund GP, LLC; By: /s/ Aron R. English, Manager | 2024-09-19 |
**Signature of Reporting Person | Date |
22NW, LP; By: 22NW GP, Inc.; By: /s/ Aron R. English, President and Sole Shareholder | 2024-09-19 |
**Signature of Reporting Person | Date |
22NW Fund GP, LLC; By: /s/ Aron R. English, Manager | 2024-09-19 |
**Signature of Reporting Person | Date |
22NW GP, Inc., By: /s/ Aron R. English, President and Sole Shareholder | 2024-09-19 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | This Form 4 is filed jointly by 22NW Fund, LP ("22NW Fund"), 22NW, LP ("22NW"), 22NW Fund GP, LLC ("22NW GP"), 22NW GP, Inc. ("22NW Inc.") and Aron English (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
(2) | Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.7100 to $6.0000, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(3) | Securities owned directly by 22NW Fund. As the investment manager to 22NW Fund, 22NW may be deemed to beneficially own the securities owned directly by 22NW Fund. As the general partner of 22NW Fund, 22NW GP may be deemed to beneficially own the securities owned directly by 22NW Fund. As the general partner of 22NW, 22NW Inc. may be deemed to beneficially own the securities owned directly by 22NW Fund. Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially own the securities owned directly by 22NW Fund. |
(4) | Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.9450 to $6.1800, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(5) | Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.0700 to $6.3500, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |