SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 3)*
AmBase Corp.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
0231647106
(CUSIP Number)
December 31, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x]
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 disclosures provided in a prior cover page.
The information required on 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 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
).
(Page 1 of 10)
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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IsZo Capital LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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7,842,785
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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7,842,785
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,842,785
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.25%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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IsZo Capital GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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7,842,785
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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7,842,785
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,842,785
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.25%
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12.
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TYPE OF REPORTING PERSON
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OO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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IsZo Capital Management LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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7,842,785
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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7,842,785
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,842,785
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.25%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Brian L. Sheehy
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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7,842,785
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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7,842,785
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,842,785
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.25%
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12.
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TYPE OF REPORTING PERSON
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IN, HC
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This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of December 31, 2016.
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Item 1(a).
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Name of Issuer:
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AmBase Corporation ("Issuer")
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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One South Ocean Boulevard, Suite 301
Boca Raton, Florida 33432
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Item 2(a).
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Name of Persons Filing:
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The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"):
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IsZo Capital LP (the "Fund").
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IsZo Capital GP LLC ("IsZo GP").
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IsZo Capital Management LP ("ICM").
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Brian L. Sheehy ("Mr. Sheehy").
IsZo GP is the general partner of the Fund. ICM is the investment manager of the Fund. Mr. Sheehy is the managing member of IsZo GP and the President of the general partner of ICM. IsZo GP, ICM and Mr. Sheehy may each be deemed to have voting and dispositive power with respect to the shares of Common Stock (as defined below) held by the Fund.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Each of the Reporting Persons has a business address at 415 Madison Avenue, 15th Floor, New York, New York 10017.
Mr. Sheehy is a citizen of the United States.
IsZo GP is a limited liability company formed under the laws of the State of Delaware.
Each of the Fund and ICM is a limited partnership formed under the laws of the State of Delaware.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.01 par value per share (the "Common Stock")
0231647106
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[x]
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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If this statement is filed pursuant to Rule 13d-1(c), check this box [ ]
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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As of the close of business on December 31, 2016, the Reporting Persons may be deemed to have beneficially owned 7,842,785 shares of Common Stock.
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 40,737,751 shares outstanding, which is the total number of common shares outstanding on October 31, 2016 as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 8, 2016. As of the close of business on December 31, 2016, the Reporting Persons may be deemed to have beneficially owned approximately 19.25% of Common Units outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit B to the Schedule 13G filed with the SEC on February 17, 2015.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
ISZO CAPITAL LP
By IsZo Capital GP LLC, its General Partner
By:
/s/ Brian L. Sheehy
Brian L. Sheehy, Managing Member
ISZO CAPITAL GP LLC
By:
/s/ Brian L. Sheehy
Brian L. Sheehy, Managing Member
ISZO CAPITAL MANAGEMENT LP
By: IsZo Management Corp., as General Partner
By:
/s/ Brian L. Sheehy
Brian L. Sheehy, President
/s/ Brian L. Sheehy
Brian L. Sheehy