1
|
NAME OF REPORTING PERSONS
STEEL EXCEL INC.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
(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
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
3,064,878
|
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
10
|
SHARED DISPOSITIVE POWER
3,064,878
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,064,878
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
STEEL PARTNERS HOLDINGS L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
(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
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
3,064,878
|
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
10
|
SHARED DISPOSITIVE POWER
3,064,878
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,064,878
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
SPH GROUP LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
(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
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
3,064,878
|
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
10
|
SHARED DISPOSITIVE POWER
3,064,878
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,064,878
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
SPH GROUP HOLDINGS LLC
|
|
2
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
3,064,878
|
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
10
|
SHARED DISPOSITIVE POWER
3,064,878
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,064,878
|
|
12
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
STEEL PARTNERS HOLDINGS GP INC.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
(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
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
3,064,878
|
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
10
|
SHARED DISPOSITIVE POWER
3,064,878
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,064,878
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
Dated: May 28, 2013
|
STEEL EXCEL INC.
|
||
By:
|
/s/ James F. McCabe, Jr. | ||
James F. McCabe, Jr., Chief Financial Officer
|
|||
STEEL PARTNERS HOLDINGS L.P.
|
By:
|
Steel Partners Holdings GP Inc.
General Partner
|
By:
|
/s/ Jack L. Howard | ||
Jack L. Howard, President
|
|||
SPH GROUP LLC
|
By:
|
Steel Partners Holdings GP Inc.
Managing Member
|
By:
|
/s/ Jack L. Howard | ||
Jack L. Howard, President
|
|||
SPH GROUP HOLDINGS LLC
|
By:
|
Steel Partners Holdings GP Inc.
Manager
|
By:
|
/s/ Jack L. Howard | ||
Jack L. Howard, President
|
|||
STEEL PARTNERS HOLDINGS GP INC.
|
|||
By:
|
/s/ Jack L. Howard | ||
Jack L. Howard, President
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
||
Warren G. Lichtenstein, Director
|
Chairman and Chief Executive Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Jack L. Howard, Vice Chairman, principal executive officer and Director
|
President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, and a principal of Mutual Securities, Inc., a registered broker dealer
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
John J. Quicke, Director
|
Managing Director and operating partner of Steel Partners LLC, a subsidiary of Steel Partners Holdings L.P., a global diversified holding company
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Gary W. Ullman, Director
|
Chief Executive Officer of Connies Naturals, a corporation that delivers pre-made food products to sports stadiums, theme parks and the military
|
420 Woodland Acres, Maple, Ontario, Canada L6A1G2
|
||
John Mutch, Director
|
President and Chief Executive Officer of BeyondTrust Software, a privately held security software company
|
c/o Beyond Trust
2173 Salk Avenue
Carlsbad, CA 92008
|
||
Robert J. Valentine, Director
|
Sports commentator and owner of Bobby V’s Sports Gallery Café
|
225 Main Street
Stamford, Connecticut 06901
|
||
James F. McCabe, Jr., Vice President, Chief Financial Officer and Assistant Secretary
|
Chief Financial Officer of Steel Excel Inc., Handy & Harman Ltd. and Steel Partners Holdings GP Inc. President of SP Corporate Services LLC.
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Leonard J. McGill, Vice President, General Counsel and Secretary
|
Senior Vice President, General Counsel and Secretary of Steel Partners Holdings GP Inc. Senior Vice President, Chief Legal Officer and Assistant Secretary of Handy & Harman Ltd.
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
||
Warren G. Lichtenstein, Chairman, Chief Executive Officer and Director
|
Chairman and Chief Executive Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Jack L. Howard, President and Director
|
President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, and a principal of Mutual Securities, Inc., a registered broker dealer
|
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
James F. McCabe, Jr.,
Chief Financial Officer
|
Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
|
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
||
Anthony Bergamo, Director
|
Vice Chairman of MB Real Estate, a property management company
|
c/o MB Real Estate
335 Madison Avenue, 14th Floor
New York, NY 10017
|
||
John P. McNiff, Director
|
Partner of Mera Capital Management LP, a private investment partnership
|
c/o Mera Capital Management LP
161 Washington Street, Suite 1560
Conshohocken, PA 19428
|
||
Joseph L. Mullen, Director
|
Managing Partner of Li Moran International, Inc., a management consulting company
|
c/o Li Moran International
611 Broadway, Suite 722
New York, NY 10012
|
||
General Richard I. Neal, Director
|
President of Sisvel US, Inc. and Audio MPEG, Inc., licensors of intellectual property
|
c/o Sisvel US, Inc.
66 Canal Center Plaza, Suite 750
Alexandria, VA 22314
|
||
Allan R. Tessler, Director
|
Chairman and Chief Executive Officer of International Financial Group, Inc., an international merchant banking firm
|
c/o International Financial Group, Inc.
2500 North Moose Wilson Road
Wilson, WY 83014
|
||
Leonard J. McGill, Senior Vice President, General Counsel and Secretary
|
Senior Vice President, General Counsel and Secretary of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
|
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
|
Name
|
Number of Shares Beneficially Owned
|
Percentage
|
Aggregate Cost
|
Jack L. Howard
|
5,000*
|
Less than 1%
|
$28,529.50
|
Class of
Security
|
Securities
Purchased
|
Price ($)
|
Date of
Purchase
|
STEEL EXCEL INC.
|
|||
Common Stock
|
103,940
|
3.6899
|
3/27/2013
|
Common Stock
|
4,743
|
3.6470
|
3/28/2013
|
Common Stock
|
2,833
|
3.6421
|
4/01/2013
|
Common Stock
|
979
|
3.6407
|
4/02/2013
|
Common Stock
|
13,226
|
3.6457
|
4/17/2013
|
Common Stock
|
5,374
|
3.6455
|
4/18/2013
|
Common Stock
|
25,600
|
3.5996
|
5/22/2013
|
Common Stock
|
24,954
|
3.5491
|
5/22/2013
|
Common Stock
|
105,131
|
3.5936
|
5/23/2013
|
Common Stock
|
20,106
|
3.5744
|
5/24/2013
|