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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock | (1) | 03/01/2015 | M | 2,600 | 03/01/2015 | 03/01/2015 | Common Stock | 2,600 | $ 0 (1) | 0 | I | See Footnote (4) | |||
| Phantom Stock | (1) | 03/01/2015 | A | 1,800 | 03/01/2016 | 03/01/2016 | Common Stock | 1,800 | $ 0 (1) | 1,800 | I | See Footnote (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Coliseum Capital Management, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X | ||
| Shackelton Christopher S METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X | ||
| Coliseum Capital, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X | ||
| COLISEUM CAPITAL PARTNERS L P METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X | ||
| Coliseum Capital Partners II, L.P. METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X | ||
| Gray Adam METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X | ||
| Coliseum Capital Management, LLC, By: /s/ Christopher Shackelton, Manager | 03/03/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Christopher Shackelton | 03/03/2015 | |
| **Signature of Reporting Person | Date | |
| Coliseum Capital, LLC, By: /s/ Christopher Shackelton, Manager | 03/03/2015 | |
| **Signature of Reporting Person | Date | |
| Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager | 03/03/2015 | |
| **Signature of Reporting Person | Date | |
| Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager | 03/03/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Adam Gray | 03/03/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock, par value $0.01 per share ("Common Stock"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of a share of the Common Stock as of the payment date based on the closing market price of the Common Stock on such date. |
| (2) | These securities are held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), (b) Coliseum Capital Partners II, L.P. ("CCP2" and, toghether with CCP, the "Funds")) and (c) a separate account investment advisory client (the "Separate Account") of Coliseum Capital Management, LLC ("CCM"). Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and Coliseum Capital, LLC ("CC") and may be deemed to have an indirect pecuniary interest in the shares held by the the Separate Account and the Funds due to CCM's right to receive performance-related fees from the Separate Account and CC's right to receive performance-related fees from the Funds. Each of Shackelton, Gray, CCP, CCP2, CC and CCM disclaim beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. |
| (3) | Each share of phantom stock is entitled to a cash payment equal to the fair market value of a share of the Common Stock, as of the payment date based on the closing market price of the Common Stock on such date. If the payment date occurs on a weekend or a day on which NASDAQ Global Select Market is not open for business, then the closing market price of the Common Stock on the most recent business day will be utilized to determine the fair market value of the Common Stock. The payment date of March 1, 2015 was a Sunday. Accordingly, the closing market price of the Common Stock of $33.80 on February 27, 2015 was used. |
| (4) | The phantom stock was received by Shackelton in connection with his service as a member of the board of directors of the Issuer. Shackelton has agreed that all equity awards he receives for serving as a director of the issuer shall be issued to CCP. Shackelton and Gray are managers of and have an ownership interest in each of CCM and CC. CCM is the investment manager for CCP, and CC is the general partner of CCP. Shackelton and Gray may be deemed to have an indirect pecuniary interest in the phantom stock and Common Stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of CCM, CC, CCP, CCP2, Shackelton and Gray disclaim beneficial ownership of the phantom stock and Common Stock, except to the extent of that person's pecuniary interest therein. |
| Remarks: Christopher Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: Coliseum Capital Management, LLC; Coliseum Capital, LLC; Coliseum Capital Partners, L.P.; Coliseum Capital Partners II, L.P.; and Adam Gray. | |