1
|
NAME OF REPORTING PERSONS
Hoak Public Equities, L.P.
(20-1356217)
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o | |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
900,000
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
900,000
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o | |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%*
|
||
14
|
TYPE OF REPORTING PERSON*
PN
|
1
|
NAME OF REPORTING PERSONS
Hoak Fund Management, L.P.
(20-1355992)
|
||
2
|
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)
|
o | |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
900,000
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
900,000
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o | |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%*
|
||
14
|
TYPE OF REPORTING PERSON*
PN
|
1
|
NAME OF REPORTING PERSONS
Hoak & Co.
(75-2474026)
|
||
2
|
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)
|
o | |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
900,000
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
900,000
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o | |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%*
|
||
14
|
TYPE OF REPORTING PERSON*
CO
|
1
|
NAME OF REPORTING PERSONS
J. Hale Hoak
|
||
2
|
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)
|
o | |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
900,000
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
900,000
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o | |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%*
|
||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
James M. Hoak
|
||
2
|
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)
|
o | |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
900,000
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
900,000
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o | |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%*
|
||
14
|
TYPE OF REPORTING PERSON*
IN
|
|
(a)
|
As of the filing date of this Amendment No. 2, based upon 9,439,191 shares of Common Stock outstanding, HPE directly owned an aggregate of 900,000 shares of Common Stock, representing approximately 9.5% of the outstanding Common Shares. Hoak Fund Management, L.P. (as HPE’s general partner), Hoak & Co. (as Hoak Fund Management, L.P.’s general partner), James M. Hoak (Hoak & Co.’s controlling shareholder), and J. Hale Hoak (Hoak & Co.’s President) may be deemed to beneficially own an aggregate of 900,000 shares of Common Stock, or 9.5% of the outstanding Common Stock in the aggregate.
|
|
(b)
|
Each Reporting Person may be deemed to have the sole power to vote or direct the vote and dispose of the shares of Common Stock reported in this Amendment No. 2 owned directly by HPE.
|
|
(c)
|
HPE purchased 300,000 shares of Common Stock at a price of $4.10 in a privately negotiated transaction on October 8, 2014 and exercised 100,000 warrants to purchase shares of Common Stock at a price of $2.75 on October 29, 2014. None of the Reporting Persons effected any other transaction in the Common Stock during the past 60 days.
|
|
(d)
|
No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock covered by this Amendment No. 2.
|
|
(e)
|
Inapplicable.
|
Hoak Public Equities, L.P.
By: Hoak Fund Management, L.P., its general partner
By: Hoak & Co., its general partner
By: _/s/ J. Hale Hoak_______________
J. Hale Hoak
President
|
Hoak Fund Management, L.P.
By: Hoak & Co., its general partner
By: _/s/ J. Hale Hoak_______________
J. Hale Hoak
President
|
Hoak & Co.
By: _/s/ J. Hale Hoak_______________
J. Hale Hoak
President
|
James M. Hoak
By: _/s/ James M. Hoak _________________
James M. Hoak
|
J. Hale Hoak
By: _/s/ J. Hale Hoak_______________
J. Hale Hoak
|