1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John Lemak
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES
|
5
|
SOLE VOTING POWER
3,846
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
265,018 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
3,846
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
265,018 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
268,864 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.03% (based on 5,339,593 shares of common stock outstanding as of November 13, 2013)
|
12
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sandor Capital Master Fund
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
NUMBER OF SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
217,281 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
217,281 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
217,281
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.07% (based on 5,339,593 shares of common stock outstanding as of November 13, 2013)
|
12
|
TYPE OF REPORTING PERSON*
PN
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John Lemak IRA
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
NUMBER OF SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
38,122
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
38,122
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,122
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.71% (based on 5,339,593 shares of common stock outstanding as of November 13, 2013)
|
12
|
TYPE OF REPORTING PERSON*
OO
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JSL Kids Partners
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
NUMBER OF SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
9,615
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
9,615
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,615
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.18% (based on 5,339,593 shares of common stock outstanding as of November 13, 2013)
|
12
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Includes 214,877 shares of common stock held by Sandor Capital Master Fund (“Sandor Capital”), 2,404 shares of common stock underlying warrants with an exercise price of $7.80 per share held by Sandor Capital, 38,122 shares of common stock held by The John Lemak IRA and 9,615 shares of common stock held by The JSL Kids Partners (“Trust”). John Lemak is general partner of Sandor Capital and holds voting and dispositive power over shares held by Sandor Capital. Mr. Lemak is the trustee of the Trust and holds voting and dispositive power over shares held by the Trust.
|
Date: December 10, 2013
|
By:
|
/s/ John Lemak
|
|
John Lemak
|
|||
Sandor Capital Master Fund, LP
|
|||
Date: December 10, 2013
|
By:
|
/s/ John Lemak
|
|
John Lemak
|
|||
The John Lemak IRA
|
|||
Date: December 10, 2013
|
By:
|
/s/ John Lemak
|
|
John Lemak
|
|||
The JSL Kids Partners
|
|||
Date: December 10, 2013
|
By:
|
/s/ John Lemak
|
|
John Lemak
|