UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MVC CAPITAL, INC.
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Name of Issuer)
Common Stock, $0.01 par value
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Title of Class of Securities)
553829102
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(CUSIP Number)
|
Wynnefield Partners Small Cap Value, L.P. I 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus
|
|
Copy to: Jeffrey S. Tullman, Esq. Kane Kessler, P.C. 1350 Avenue of the Americas, 26th Floor New York, New York 10019 (212) 541-6222 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 19, 2016
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]
| CUSIP No. 553829102 | 13D | Page 2 of 15 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. I 13-3953291
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
WC | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
769,267 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
769,267 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,267 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% | ||
|
14
|
TYPE OF REPORTING PERSON* PN
| ||
| CUSIP No. 553829102 | 13D | Page 3 of 15 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. 13-3688497
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
WC | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
492,516 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
492,516 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
492,516 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% | ||
|
14
|
TYPE OF REPORTING PERSON* PN
| ||
| CUSIP No. 553829102 | 13D | Page 4 of 15 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
WC | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
| ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
298,217 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
298,217 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,217 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% | ||
|
14
|
TYPE OF REPORTING PERSON* CO
| ||
| CUSIP No. 553829102 | 13D | Page 5 of 15 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
40,000 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
40,000 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2% | ||
|
14
|
TYPE OF REPORTING PERSON* EP
| ||
| CUSIP No. 553829102 | 13D | Page 6 of 15 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC 13-4018186 | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION New York
| ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,261,783 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
1,261,783 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,783 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% | ||
|
14
|
TYPE OF REPORTING PERSON* OO
| ||
| CUSIP No. 553829102 | 13D | Page 7 of 15 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. 13-3688495 | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
298,217 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
298,217 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,217 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% | ||
|
14
|
TYPE OF REPORTING PERSON* CO
| ||
| CUSIP No. 553829102 | 13D | Page 8 of 15 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
| ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 (See Item 5) | |
| 8 |
SHARED VOTING POWER
1,600,000 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
1,600,000 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0% | ||
|
14
|
TYPE OF REPORTING PERSON*
IN
| ||
| CUSIP No. 553829102 | 13D | Page 9 of 15 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
| ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 (See Item 5) | |
| 8 |
SHARED VOTING POWER
1,600,000 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
1,600,000 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0% | ||
|
14
|
TYPE OF REPORTING PERSON* IN
| ||
| CUSIP No. 553829102 | 13D | Page 10 of 15 |
Item 1. Security and Issuer.
This Statement of Beneficial Ownership on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, $0.01 par value per share (the “Common Stock”) of MVC Capital, Inc., a Delaware corporation (the “Issuer”). The Issuer maintains its principal executive office at 287 Bowman Avenue, 2nd Floor, Purchase, NY 10577.
Item 2. Identity and Background.
This Schedule 13D is filed by the Wynnefield Reporting Persons.
(a), (b), (c) and (f). The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan (“Plan”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Nelson Obus and Joshua H. Landes. The Wynnefield Reporting Persons that are entities, are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders).
WCM, a New York limited liability company, is the general partner of Wynnefield Partners I and Wynnefield Partners, each a private investment company organized as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua H. Landes are the managing members of WCM and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized under the laws of the Cayman Islands. The Plan is an employee profit sharing plan organized under the laws of the State of Delaware. Messrs. Obus and Landes are the co-trustees of the Plan. Messrs. Obus and Landes are citizens of the United States of America.
The business address of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.
(d) and (e). During the last five years, none of the Wynnefield Reporting Persons had been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $13,600,741.00 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.
Item 4. Purpose of the Transaction
Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.
| CUSIP No. 553829102 | 13D | Page 11 of 15 |
Item 5. Interest in Securities of the Issuer.
(a), (b) and (c) As of June 1, 2016, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,600,000 shares of Common Stock, constituting approximately 7.0% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 22,702,821 shares outstanding as of May 16, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2016, filed with the Securities and Exchange Commission (the “Commission”) on May 16, 2016.
The following table sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:
| Name | Number of Common Stock | Percentage of Outstanding Common Stock |
| Wynnenfield Partners I | 769,267 | 3.4% |
| Wynnefield Partners | 492,516 | 2.2% |
| Wynnefield Offshore | 298,217 | 1.3% |
| Plan | 40,000 | 0.2% |
WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.
WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.
| CUSIP No. 553829102 | 13D | Page 12 of 15 |
The Plan is an employee profit sharing plan. Mr. Obus is the portfolio manager of the Plan and has the sole authority to direct the voting and the disposition of the shares of Common Stock that the Wynnefield Profit Plan beneficially owns. Accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Plan may be deemed to beneficially own.
Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 1,600,000 shares of Common Stock, constituting approximately 7.0% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 22,702,821 shares outstanding as of May 16, 2016, set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2016 filed with the Commission on May 16, 2016.
The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
The Wynnefield Reporting Persons have acquired shares of Common Stock during the last 60 days as follows:
| Name | Date | Transaction | Number of Shares | Price |
| Wynnefield Partners I | 5/16/16 | Purchase | 320,253 | $8.01 |
| Wynnefield Partners I | 5/17/16 | Purchase | 89,248 | $8.04 |
| Wynnefield Partners I | 5/18/16 | Purchase | 27,394 | $8.04 |
| Wynnefield Partners I | 5/19/16 | Purchase | 49,562 | $7.99 |
| Wynnefield Partners I | 5/24/16 | Purchase | 1,506 | $8.05 |
| Wynnefield Partners I | 5/25/16 | Purchase | 3,977 | $8.04 |
| Wynnefield Partners I | 5/27/16 | Purchase | 1,550 | $7.98 |
| Wynnefield Partners | 5/16/16 | Purchase | 204,635 | $8.01 |
| Wynnefield Partners | 5/17/16 | Purchase | 57,039 | $8.04 |
| Wynnefield Partners | 5/18/16 | Purchase | 17,516 | $8.04 |
| Wynnefield Partners | 5/19/16 | Purchase | 31,688 | $7.99 |
| Wynnefield Partners | 5/24/16 | Purchase | 963 | $8.05 |
| Wynnefield Partners | 5/25/16 | Purchase | 2,544 | $8.04 |
| Wynnefield Partners | 5/27/16 | Purchase | 987 | $7.98 |
| Wynnefield Offshore | 5/16/16 | Purchase | 128,690 | $8.01 |
| Wynnefield Offshore | 5/17/16 | Purchase | 35,888 | $8.04 |
| Wynnefield Offshore | 5/18/16 | Purchase | 11,053 | $8.04 |
| Wynnefield Offshore | 5/19/16 | Purchase | 20,021 | $7.99 |
| Wynnefield Offshore | 5/24/16 | Purchase | 607 | $8.05 |
| Wynnefield Offshore | 5/25/16 | Purchase | 1,598 | $8.04 |
| Wynnefield Offshore | 5/27/16 | Purchase | 622 | $7.98 |
| CUSIP No. 553829102 | 13D | Page 13 of 15 |
(d) and (e). Not Applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement, dated as of June 1, 2016
| CUSIP No. 553829102 | 13D | Page 14 of 15 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
Dated: June 1, 2016
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.,
its Investment Manager
By: /s/ Nelson Obus
Nelson Obus, President
WYNNEFIELD CAPITAL INC. PROFIT SHARING & MONEY PURCHASE PLAN
By: /s/ Nelson Obus
Nelson Obus, Co-Trustee
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By: /s/ Nelson Obus
Nelson Obus, President
| CUSIP No. 553829102 | 13D | Page 15 of 15 |
/s/ Nelson Obus
Nelson Obus, Individually
/s/ Joshua Landes
Joshua Landes, Individually