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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G*
Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED

IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND

(d) AND AMENDMENTS THERETO

FILED PURSUANT TO RULE 13d-2

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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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**  The amount set forth in Row 9 excludes 2,000 shares owned by Christopher P. Mittleman and 460,715 shares owned by Philip C. Mittleman for which Mittleman Brothers, LLC disclaims beneficial ownership, that, if reported therein, would result in an aggregate amount beneficially owned of 2,176,232 shares and 5.1% of the aggregate number of shares of common stock outstanding.

*** The amounts set forth in Rows 6 and 8 include 2,000 shares owned by Christopher P. Mittleman and 460,715 shares owned by Philip C. Mittleman, in respect of which Mittleman Brothers, LLC otherwise disclaims beneficial ownership, but in respect of which Mittleman Brothers, LLC may otherwise be deemed to share voting power and dispositive power.

 

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Master Control LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)  ☐
				(b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			2,176,232***
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,176,232***
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,713,517
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☒
	**
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.0%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

 

 

**  The amounts set forth in Rows 6 and 8 include 460,715 shares owned by Philip C. Mittleman in respect of which Christopher P. Mittleman otherwise disclaims beneficial ownership, but in respect of which Christopher P. Mittleman may otherwise be deemed to share voting power and dispositive power.  The amounts set forth in Rows 6 and 8 also include 3,700 shares beneficially owned by Christopher P. Mittleman in accounts managed by Mittleman Investment Management, LLC.

***  The amount set forth in Row 9 excludes 460,715 shares owned by Philip C. Mittleman for which Christopher P. Mittleman disclaims beneficial ownership, that, if reported therein, would result in an aggregate amount beneficially owned of 2,176,232 shares and 5.1% of the aggregate number of shares of common stock outstanding.

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**  The amount set forth in Row 9 excludes 2,000 shares owned by Christopher P. Mittleman, 460,715 shares owned by Philip C. Mittleman for which David J. Mittleman disclaims beneficial ownership, that, if reported therein, would result in an aggregate amount beneficially owned of 2,176,232 shares and 5.1% of the aggregate number of shares of common stock outstanding.

*** The amounts set forth in Rows 6 and 8 include 2,000 shares owned by Christopher P. Mittleman, and 460,715 shares owned by Philip C. Mittleman in respect of which David J. Mittleman otherwise disclaims beneficial ownership, but in respect of which David J. Mittleman may otherwise be deemed to share voting power and dispositive power.

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CUSIP No. 404139107		13G		Page 7 of 11 Pages

 

**  The amount set forth in Row 9 excludes 2,000 shares owned by Christopher P. Mittleman for which Philip C. Mittleman disclaims beneficial ownership, that, if reported therein, would result in an aggregate amount beneficially owned of 2,176,232 shares and 5.1% of the aggregate number of shares of common stock outstanding.

*** The amounts set forth in Rows 6 and 8 include 2,000 shares owned by Christopher P. Mittleman in respect of which Philip C. Mittleman otherwise disclaims beneficial ownership, but in respect of which Philip C. Mittleman may otherwise be deemed to share voting power and dispositive power. 

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(a)

Amount beneficially owned:

 

See Item 9 on the cover page(s) hereto.

 

 

(b)

Percent of class:

 

See Item 11 on the cover page(s) hereto.

 

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote:

 

See Item 5 on the cover page(s) hereto.

 

 

(ii)

Shared power to vote or to direct the vote:

 

See Item 6 on the cover page(s) hereto.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See Item 7 on the cover page(s) hereto.

 

(iv)

Shared power to dispose or to direct the disposition of:

 

This statement is jointly filed by and on behalf of each of Mittleman Brothers, Master, MIM, Christopher P. Mittleman, David J. Mittleman and Philip C. Mittleman.  MIM serves as an investment adviser and/or manager to other persons.

MIM provides investment advice to institutional clients, high-net-worth individuals, and pooled investment vehicles ("Managed Portfolios").  As a result of its role as investment adviser of the Managed Portfolios, MIM may be deemed to be the beneficial owner of the shares of the Issuer's Common Stock held by such Managed Portfolios.  The Managing Members of Mittleman Brothers are Christopher P. Mittleman, David J. Mittleman and Philip C. Mittleman.  Mittleman Brothers is the sole member of Master and Master is the sole member of MIM.  Mittleman Brothers and Master may be deemed to beneficially own securities owned by MIM.

As a result, Mittleman Brothers and Master may be deemed to have the power to exercise or to direct the exercise of such voting and/or dispositive power that MIM may have with respect to the Issuer's Common Stock held by the Managed Portfolios.

Christopher P. Mittleman is the Managing Partner and Chief Investment Officer of MIM and may be deemed to beneficially own securities beneficially owned by MIM. David J. Mittleman is the Managing Partner and Chief Client Relationship Officer of MIM and may be deemed to beneficially own securities beneficially owned by MIM.  Philip C. Mittleman is the Chief Executive Officer, President and Managing Partner of MIM and may be deemed to beneficially own securities beneficially owned by MIM.

Each of the Reporting Persons declare that the filing of this statement should not be construed as an admission that such person is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of these shares.

 

Item 10.

Certification.