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"
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- Peter Lynch
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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. 12)1
Asta Funding, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
046220109
(CUSIP Number)
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
Authorized to Receive Notices and Communications)
March 10, 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 x.
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).
CUSIP NO. 046220109
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1
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NAME OF REPORTING PERSON
THE MANGROVE PARTNERS MASTER FUND, LTD.
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||
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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) o
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
WC
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||
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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
CAYMAN ISLANDS
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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|
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8
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SHARED VOTING POWER
- 0 -
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||
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9
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SOLE DISPOSITIVE POWER
- 0 -
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||
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10
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SHARED DISPOSITIVE POWER
- 0 -
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
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||
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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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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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||
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14
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TYPE OF REPORTING PERSON
OO
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||
2
CUSIP NO. 046220109
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1
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NAME OF REPORTING PERSON
THE MANGROVE PARTNERS FUND, L.P.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
AF
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||
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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
DELAWARE
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
|
|
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8
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SHARED VOTING POWER
- 0 -
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||
|
9
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SOLE DISPOSITIVE POWER
- 0 -
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||
|
10
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SHARED DISPOSITIVE POWER
- 0 -
|
||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
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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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o
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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||
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14
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TYPE OF REPORTING PERSON
PN
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||
3
CUSIP NO. 046220109
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1
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NAME OF REPORTING PERSON
MANGROVE PARTNERS FUND (CAYMAN), LTD.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
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SOURCE OF FUNDS
AF
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||
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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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|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
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SHARED VOTING POWER
- 0 -
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||
|
9
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SOLE DISPOS
ITIVE POWER
- 0 -
|
||
|
10
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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
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
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TYPE OF REPORTING PERSON
OO
|
||
4
CUSIP NO. 046220109
|
1
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NAME OF REPORTING PERSON
MANGROVE PARTNERS
|
||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
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
CAYMAN ISLANDS
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
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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
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
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14
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TYPE OF REPORTING PERSON
OO
|
||
5
CUSIP NO. 046220109
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1
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NAME OF REPORTING PERSON
MANGROVE CAPITAL
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
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)
|
¨
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
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
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
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TYPE OF REPORTING PERSON
OO
|
||
6
CUSIP NO. 046220109
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1
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NAME OF REPORTING PERSON
NATHANIEL AUGUST
|
||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
AF
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
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
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
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TYPE OF REPORTING PERSON
IN
|
||
7
CUSIP NO. 046220109
EXPLANATORY NOTE
This Amendment No. 12 (this “Amendment No. 12”) amends Items 4 and 5 to reflect changes to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2016, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on March 17, 2016, as amended by Amendment No. 2 to Schedule 13D filed with the SEC on March 24, 2016, as amended by Amendment No. 3 to Schedule 13D filed with the SEC on April 5, 2016, as amended by Amendment No. 4 to Schedule 13D filed with the SEC on April 15, 2016, as amended by Amendment No. 5 to Schedule 13D filed with the SEC on April 28, 2016, as amended by Amendment No. 6 to the Schedule 13D filed with the SEC on May 12, 2016, as amended by Amendment No.7 to the Schedule 13D filed with the SEC on May 19, 2016, as amended by Amendment No. 8 to the Schedule 13D filed with the SEC on May 26, 2016, as amended by Amendment No. 9 to the Schedule 13D filed with the SEC on November 23, 2016, as amended by Amendment No. 10 to the Schedule 13D filed with the SEC on January 10, 2017 and as amended by Amendment No. 11 to the Schedule 13D filed with the SEC on February 24, 2017 (as so amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 12 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D.
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Item 4.
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Purpose of the Transaction.
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|
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Item 4 is hereby amended to add the following:
|
As previously disclosed, pursuant to the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of January 6, 2017, entered into by the Reporting Persons and Gary Stern, Chairman, founding President and Chief Executive Officer of the Issuer, the Reporting Persons agreed to sell unconditionally to Mr. Stern, in his individual capacity, for $10.35 per share, all the Shares of Common Stock owned by the Reporting Persons that are not sold to the Issuer in its cash self-tender offer (the “Tender Offer”). On February 23, 2017, the Tender Offer closed and the Issuer accepted for purchase 3,534,615 Shares tendered by the Reporting Persons (approximately 88.24% of the Shares then owned by the Reporting Persons). On March 10, 2017, pursuant to the Securities Purchase Agreement, the Reporting Persons sold the remaining 471,086 Shares they owned to the Ricky Stern Family 2012 Trust (the “Stern Trust”), the assignee of Mr. Stern’s purchase obligation under the Securities Purchase Agreement, in a private transaction (the “Transaction”).
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Item 5.
|
Interest in Securities of the Issuer.
|
|
|
Items 5(a)-(e) are hereby amended and restated to read as follows:
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(a)-(b) Effective March 10, 2017, the Reporting Persons sold all of the Shares they beneficially owned to the Stern Trust in exchange for $10.35 per share in the Transaction pursuant to the Securities Purchase Agreement. Accordingly, the Reporting Persons no longer beneficially own any Shares of the Issuer.
(c) The transactions in the Shares by Mangrove Master Fund since the filing of Amendment No. 11 to the Schedule 13D are set forth on Exhibit B and incorporated herein by reference. No other Reporting Person has entered into any transactions in the Shares since the filing of Amendment No. 11 to the Schedule 13D.
(d) Not applicable.
(e) As of the close of business on March 10, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
8
CUSIP NO. 046220109
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 13, 2017
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THE MANGROVE PARTNERS MASTER FUND, LTD.
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|||
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By:
|
MANGROVE PARTNERS
|
||
|
as Investment Manager
|
|||
|
By:
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/s/ Nathaniel August
|
||
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Name:
|
Nathaniel August
|
||
|
Title:
|
Director
|
||
|
THE MANGROVE PARTNERS FUND, L.P.
|
|||
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By:
|
MANGROVE CAPITAL
|
||
|
as General Partner
|
|||
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By:
|
/s/ Nathaniel August
|
||
|
Name:
|
Nathaniel August
|
||
|
Title:
|
Director
|
||
|
MANGROVE PARTNERS FUND (CAYMAN), LTD.
|
|||
|
By:
|
MANGROVE PARTNERS
|
||
|
as Investment Manager
|
|||
|
By:
|
/s/ Nathaniel August
|
||
|
Name:
|
Nathaniel August
|
||
|
Title:
|
Director
|
||
|
MANGROVE PARTNERS
|
|||
|
By:
|
/s/ Nathaniel August
|
||
|
Name:
|
Nathaniel August
|
||
|
Title:
|
Director
|
||
9
CUSIP NO. 046220109
|
MANGROVE CAPITAL
|
|||
|
By:
|
/s/ Nathaniel August
|
||
|
Name:
|
Nathaniel August
|
||
|
Title:
|
Director
|
||
|
/s/ Nathaniel August
|
|
|
NATHANIEL AUGUST
|
10
CUSIP NO. 046220109
SCHEDULE B
Transactions in the Shares Since the Filing of Amendment No. 11 to the Schedule 13D
|
Shares of Common Stock
Purchased / (Sold)
|
Price Per
Share ($)
|
Date of
Purchase of Sale
|
THE MANGROVE PARTNERS MASTER FUND, LTD.
|
(471,086)#
|
10.3500
|
03/10/2017
|