Amended Statement of Beneficial Ownership (sc 13d/a)
16 Agosto 2017 - 6:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 7)
1
CDI Corp.
(Name
of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
125071100
(CUSIP Number)
GREG
LEMPEL
1177 West Loop South, Suite 1625
Houston, Texas 77027
713-482-2196
STEVE
WOLOSKY
OLSHAN
FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
August 15, 2017
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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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NAME OF REPORTING PERSON
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BLR Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,301,458
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,301,458
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,301,458
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.9%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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BLRPart, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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SOLE VOTING POWER
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|
SHARES
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|
|
BENEFICIALLY
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1,301,458
|
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OWNED BY
|
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8
|
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SHARED VOTING POWER
|
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EACH
|
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|
|
|
REPORTING
|
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|
- 0 -
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PERSON WITH
|
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9
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SOLE DISPOSITIVE POWER
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|
|
|
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|
|
|
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1,301,458
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|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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- 0 -
|
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,301,458
|
|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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6.9%
|
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|
14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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BLRGP 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) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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7
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|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
1,301,458
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
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|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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1,301,458
|
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|
|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,301,458
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.9%
|
|
|
14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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Fondren Management, LP
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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|
AF
|
|
|
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
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|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
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|
|
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|
|
TEXAS
|
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NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,301,458
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,301,458
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,301,458
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.9%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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|
|
|
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|
PN
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1
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NAME OF REPORTING PERSON
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FMLP Inc.
|
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|
2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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|
(b) ☒
|
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|
|
|
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3
|
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SEC USE ONLY
|
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|
|
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|
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|
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|
|
|
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|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
TEXAS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,301,458
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,301,458
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,301,458
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
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|
|
|
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1
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NAME OF REPORTING PERSON
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|
|
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|
|
Bradley L. Radoff
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
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3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
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|
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|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,301,458
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,301,458
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,301,458
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Joshua E. Schechter
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Brian J. Kelley
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Kyle J. Loudermilk
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Paul A. Matthews
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA, United Kingdom
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Anthony E. Scott
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule
13D as specifically set forth herein.
|
Item 2.
|
Identity and Background.
|
Item 2 is hereby amended
and restated to read as follows:
In connection with
the Termination of Joint Filing and Solicitation Agreement, which is attached as Exhibit 99.1 hereto and incorporated herein by
reference, each of the undersigned to that certain Joint Filing and Solicitation Agreement, dated February 3, 2017, as amended
on February 15, 2017, are no longer members of a Section 13(d) group, and Messrs. Schechter, Kelley, Loudermilk, Matthews and Scott
shall cease to be Reporting Persons immediately after the filing of this Amendment No. 7. The remaining Reporting Persons will
continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent
required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described
in Item 6.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by BLR Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,301,458
Shares owned directly by BLR Partners is approximately $7,204,640, including brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 18,793,206 Shares outstanding as of August 3, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on August 8, 2017.
|
(a)
|
As of the close of business on August 16, 2017, BLR Partners beneficially owned 1,301,458 Shares.
|
Percentage: Approximately
6.9%
|
(b)
|
1. Sole power to vote or direct vote: 1,301,458
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,301,458
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by BLR Partners during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 1,301,458
Shares owned by BLR Partners.
|
Percentage: Approximately
6.9%
|
(b)
|
1. Sole power to vote or direct vote: 1,301,458
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,301,458
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRPart GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
|
|
(a)
|
BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 1,301,458
Shares owned by BLR Partners.
|
Percentage: Approximately
6.9%
|
(b)
|
1. Sole power to vote or direct vote: 1,301,458
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,301,458
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
BLRGP has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner
of the 1,301,458 Shares owned by BLR Partners.
|
Percentage: Approximately
6.9%
|
(b)
|
1. Sole power to vote or direct vote: 1,301,458
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,301,458
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Fondren Management has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
|
|
(a)
|
FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 1,301,458
Shares owned by BLR Partners.
|
Percentage: Approximately
6.9%
|
(b)
|
1. Sole power to vote or direct vote: 1,301,458
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,301,458
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
FMLP has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed
the beneficial owner of the 1,301,458 Shares owned by BLR Partners.
|
Percentage: Approximately
6.9%
|
(b)
|
1. Sole power to vote or direct vote: 1,301,458
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,301,458
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Radoff has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
|
|
(a)
|
As of the close of business on August 16, 2017, Mr. Schechter did not beneficially own any Shares.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Mr. Schechter during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
H.
|
Messrs. Kelley, Loudermilk, Matthews and Scott:
|
|
(a)
|
As of the close of business on August 16, 2017, none of Messrs. Kelley, Loudermilk, Matthews or
Scott beneficially owned any Shares.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Messrs. Kelley, Loudermilk, Matthews and Scott have not entered into any transactions in the Shares
during the past sixty days.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item 6 is hereby amended
to add the following:
On August 16, 2017,
the Reporting Persons terminated that certain Joint Filing and Solicitation Agreement, dated February 3, 2017, as amended on February
15, 2017. A copy of the Termination of Joint Filing and Solicitation Agreement is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
On August 16, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent
to this Amendment No. 7 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the
securities of the Issuer to the extent required by applicable law. A copy of the Joint Filing Agreement is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is hereby amended
to add the following exhibits:
|
99.1
|
Termination of Joint Filing and Solicitation Agreement, dated August 16, 2017.
|
|
99.2
|
Joint Filing Agreement, dated August 16, 2017.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: August 16, 2017
|
BLR Partners LP
|
|
|
|
By:
|
BLRPart, LP
General Partner
|
|
|
|
|
By:
|
BLRGP Inc.
General Partner
|
|
|
|
By:
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
Bradley L. Radoff
|
|
|
Title:
|
Sole Director
|
|
BLRPart, LP
|
|
|
|
By:
|
BLRGP Inc.
General Partner
|
|
|
|
By:
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
Bradley L. Radoff
|
|
|
Title:
|
Sole Director
|
|
BLRGP Inc.
|
|
|
|
|
|
|
By:
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
Bradley L. Radoff
|
|
|
Title:
|
Sole Director
|
|
Fondren Management, LP
|
|
|
|
By:
|
FMLP Inc.
General Partner
|
|
|
|
By:
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
Bradley L. Radoff
|
|
|
Title:
|
Sole Director
|
|
FMLP Inc.
|
|
|
|
|
|
|
By:
|
/s/ Bradley L. Radoff
|
|
|
Name:
|
Bradley L. Radoff
|
|
|
Title:
|
Sole Director
|
|
/s/ Bradley L. Radoff
|
|
BRADLEY L. RADOFF
Individually and as attorney-in-fact for Brian J. Kelley, Kyle J.
Loudermilk, Paul A. Matthews, Anthony E. Scott and Joshua E. Schechter
|
SCHEDULE A
Transactions in the Securities of the Issuer
During the Past Sixty Days
Nature of Transaction
|
Securities
Purchased/(Sold)
|
Price per Share ($)
|
Date of
Purchase / Sale
|
BLR
Partners LP
Purchase of Common Stock
|
200
|
5.8500
|
06/16/2017
|
Purchase of Common Stock
|
500
|
5.6800
|
06/21/2017
|
Purchase of Common Stock
|
100
|
5.7000
|
06/22/2017
|
Purchase of Common Stock
|
100
|
5.9000
|
06/23/2017
|
Purchase of Common Stock
|
300
|
5.8667
|
06/26/2017
|
Purchase of Common Stock
|
100
|
5.9000
|
06/28/2017
|
Sale of Common Stock
|
(40,000)
|
8.2000
|
08/10/2017
|
Sale of Common Stock
|
(230,700)
|
8.2000
|
08/11/2017
|
Sale of Common Stock
|
(77,842)
|
8.3000
|
08/15/2017
|
Sale of Common Stock
|
(50,000)
|
8.3000
|
08/15/2017
|
Joshua
E. Schechter
Sale of Common Stock
|
(5,000)
|
8.2000
|
07/31/2017
|
Sale of Common Stock
|
(5,000)
|
8.2050
|
07/31/2017
|
Sale of Common Stock
|
(11,372)
|
8.2000
|
07/31/2017
|
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