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
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Riverview Bancorp Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
769397100
(CUSIP Number)
David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
With a copy to:
Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue
New York, NY 10110
(212) 986-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
November 19, 2024
(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].
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1
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NAME OF REPORTING PERSONS
The D3 Family Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(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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4
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SOURCE OF FUNDS (See Instructions)
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 ITEMS 2(d) or 2(e) [ ]
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||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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||
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NUMBER OF SHARES
BENEFICIALLY
|
7
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SOLE VOTING POWER
0
|
|
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OWNED BY
EACH
REPORTING
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8
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SHARED VOTING POWER
447,260
|
|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
447,260
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,260
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
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||
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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1
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NAME OF REPORTING PERSONS
The D3 Family Bulldog 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 (See Instructions)
(a)[X]
(b)[ ]
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||
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3
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SEC USE ONLY
|
||
|
4
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SOURCE OF FUNDS (See Instructions)
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 ITEMS 2(d) or 2(e) [ ]
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||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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||
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NUMBER OF SHARES
BENEFICIALLY
|
7
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SOLE VOTING POWER
0
|
|
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OWNED BY
EACH
REPORTING
|
8
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SHARED VOTING POWER
787,709
|
|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
787,709
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
787,709
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
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||
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14
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TYPE OF REPORTING PERSON
PN
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||
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1
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NAME OF REPORTING PERSONS
Haredale Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(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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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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NUMBER OF SHARES
BENEFICIALLY
|
7
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SOLE VOTING POWER
0
|
|
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OWNED BY
EACH
REPORTING
|
8
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SHARED VOTING POWER
51,453
|
|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
51,453
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,453
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
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14
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TYPE OF REPORTING PERSON
CO
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||
|
1
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NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(b)[ ]
|
||
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3
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SEC USE ONLY
|
||
|
4
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SOURCE OF FUNDS (See Instructions)
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 ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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||
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NUMBER OF SHARES
BENEFICIALLY
|
7
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SOLE VOTING POWER
0
|
|
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OWNED BY
EACH
REPORTING
|
8
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SHARED VOTING POWER
1,286,422
|
|
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PERSON
WITH
|
9
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SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
1,286,422
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,286,422
|
||
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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14
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TYPE OF REPORTING PERSON
CO
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||
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1
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NAME OF REPORTING PERSONS
David Nierenberg
|
||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[X]
(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 (See Instructions)
AF
|
||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
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NUMBER OF SHARES
BENEFICIALLY
|
7
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SOLE VOTING POWER
50,135
|
|
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OWNED BY
EACH
REPORTING
|
8
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SHARED VOTING POWER
1,299,422*
|
|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
50,135
|
|
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10
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SHARED DISPOSITIVE POWER
1,299,422*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,349,557*
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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)
6.4%
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14
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TYPE OF REPORTING PERSON
IN
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* Including 13,000 shares of Common Stock held in an inherited IRA for the benefit of Mr. Nierenberg’s spouse (the “Inherited IRA”).
Mr. Nierenberg disclaims beneficial ownership of the shares of Common Stock held by the Inherited IRA.
Item 1. Security and Issuer.
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned
(the“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The total amount of funds used by the Reporting Persons to make all purchases of Shares beneficially owned by the
Reporting Persons, as reported in Item 5(a,b) was approximately $5,944,913. The source of funds for purchases of Shares by each of the Reporting Persons is the working capital of the applicable D3 Family Fund and the Managed Account.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 21,068,603 Shares outstanding as of November 8,
2024, 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 November 8, 2024.
As of the close of business on the date hereof, the Family Fund individually beneficially
owned 447,260 Shares, constituting approximately 2.1% of all of the outstanding Shares.
As of the close of business on the date hereof, the Bulldog Fund individually beneficially
owned 787,709 Shares, constituting approximately 3.7% of all of the outstanding Shares.
As of the close of business on the date hereof, the Managed Account individually beneficially
owned 51,453 Shares, constituting less than 1% of all of the outstanding Shares.
By virtue of its relationships with each of the Family Fund, the Bulldog Fund and the Managed
Account discussed in further detail in Item 2, NIMCO may be deemed to be the beneficial owner of the 1,286,422 Shares beneficially owned in the aggregate by the Family Fund, the Bulldog Fund and the Managed Account, constituting approximately 6.1% of
all of the outstanding Shares.
By virtue of his relationship with NIMCO discussed in further detail in Item 2, the Shares
that he holds in his personal capacity and the Shares held in the Inherited IRA, Mr. Nierenberg may be deemed to be the beneficial owner of the 1,349,557 Shares beneficially owned by NIMCO, those held in his personal capacity and those held in the
Inherited IRA, constituting approximately 6.4% of all of the outstanding Shares.
The Reporting Persons, in the aggregate, beneficially own 1,349,557 Shares, constituting
approximately 6.4% of the outstanding Shares.
(b) The Family Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition
of, the 447,260 Shares held by the Family Fund.
The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote
of, and (ii) to dispose or direct the disposition of, the 787,709 Shares held by the Bulldog Fund.
The Managed Account, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the
vote of, and (ii) to dispose or direct the disposition of, the 51,453 Shares held by the Managed Account.
Mr. Nierenberg has sole power (i) to vote or direct the vote of, and (ii) to dispose or
direct the disposition of, the 50,135 Shares held by him directly.
Mr. Nierenberg does not believe that he has shared power to (i) to vote or direct the vote
of, and (ii) to dispose or direct the disposition of, the 13,000 Shares held by the Inherited IRA, but has included the Shares held by the Inherited IRA out of an abundance of caution.
(c) During the past sixty (60) days, the Reporting Persons have not entered into any transactions in the Shares
except as set forth on Schedule 1 hereto.
(d) No Person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions or
dividends from, or the proceeds from the transfer of, the reported securities.
(e) Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth
in the Statement is true, complete and correct.
Dated: November 21, 2024
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D3 FAMILY FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
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By:
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/s/ David Nierenberg
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David Nierenberg, President
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D3 FAMILY BULLDOG FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
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By:
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/s/ David Nierenberg
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David Nierenberg, President
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HAREDALE LTD.
By: Nierenberg Investment Management Company, Inc.,
its Investment Manager
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By:
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/s/ David Nierenberg
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David Nierenberg, President
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NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC.
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By:
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/s/ David Nierenberg
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David Nierenberg, President
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/s/ David Nierenberg
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DAVID NIERENBERG
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SCHEDULE 1
Transactions in the Common Stock of the Issuer by Reporting Persons During the Past 60 Days
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Date
|
Buy/Sell
|
Security
|
Approximate
Price Per Share1
|
Amount of Shares Bought/(Sold)
|
|||||
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The D3 Family Fund, L.P.
|
|||||||||
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11/19/2024
|
BUY
|
Common Stock
|
$4.87
|
73,581
|
|||||
|
11/20/2024
|
BUY
|
Common Stock
|
$4.94
|
4,933
|
|||||
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The D3 Family Bulldog Fund, L.P.
|
|||||||||
|
11/19/2024
|
BUY
|
Common Stock
|
$4.87
|
129,590
|
|||||
|
11/20/2024
|
BUY
|
Common Stock
|
$4.94
|
8,686
|
|||||
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Haredale Ltd.
|
|||||||||
|
11/19/2024
|
BUY
|
Common Stock
|
$4.87
|
8465
|
|||||
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11/20/2024
|
BUY
|
Common Stock
|
$4.94
|
567
|
|||||
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David Nierenberg
|
|||||||||
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9/20/2024
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BUY
|
Common Stock
|
$4.65
|
5,004
|
|||||
|
9/23/2024
|
BUY
|
Common Stock
|
$4.65
|
2,059
|
|||||
|
9/24/2024
|
BUY
|
Common Stock
|
$4.65
|
10,388
|
|||||
|
9/25/2024
|
BUY
|
Common Stock
|
$4.64
|
12,519
|
|||||
|
9/26/2024
|
BUY
|
Common Stock
|
$4.65
|
890
|
|||||
|
9/27/2024
|
BUY
|
Common Stock
|
$4.64
|
10
|
|||||
|
10/1/2024
|
BUY
|
Common Stock
|
$4.65
|
347
|
|||||
|
10/2/2024
|
BUY
|
Common Stock
|
$4.65
|
1,307
|
|||||
1 Excluding any brokerage fees.