COMSTOCK RESOURCES INC — Major Shareholding Notification 2017

Feb 7, 2017

SC 13D/A 1 a17-3951_1sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

*Under the Securities Exchange Act of 1934 (Amendment No. 13)**

*Comstock Resources, Inc.*

(Name of Issuer)

*Common Stock, par value $0.50 per share*

(Title of Class of Securities)

*205768203*

(CUSIP Number)

*Carl H. Westcott*

*100 Crescent Court, Suite 1620*

*Dallas, TX 75201*

*214-777-5003*

with a copy to:

*Crews Lott*

*Baker & McKenzie LLP*

*2300 Trammell Crow Center*

*2001 Ross Avenue*

*Dallas, TX 75201*

*214-978-3000*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*February 6, 2017*

(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 that 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 o .

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• 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 (“Act”) 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).

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CUSIP No. 205768203 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Carl H. Westcott
2.	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Source of Funds PF
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 United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 607,500 (1)
	8.	Shared Voting Power 335,000 (1)
	9.	Sole Dispositive Power 607,500 (1)
	10.	Shared Dispositive Power 352,300 (1) (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 959,800 (1) (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13.	Percent of Class Represented by Amount in Row (11) 7.13% (3)
14.	Type of Reporting Person IN

(1)	Carl H. Westcott directly holds 607,500 shares of common stock, par value $0.50 per share (the “ Common Stock ”), of Comstock Resources, Inc., a Nevada corporation (the “ Issuer ”). Additionally, Mr. Westcott exercises shared voting and disposition power over 335,000 shares of Common Stock with Court H. Westcott as managers of Carl Westcott, LLC, the general partner of each of Commodore Partners, Ltd. (“ Commodore Partners ”), which directly owns 320,000 shares of Common Stock, and G.K. Westcott LP (“ GK Westcott ”), which directly owns 15,000 shares of Common Stock.
(2)	Carl H. Westcott has shared discretionary authority to purchase and dispose of shares of Common Stock under various accounts for the benefit of the following persons, who directly hold the following amounts of shares of Common Stock: Court H. Westcott, 4,000 shares; Carla Westcott, 5,000 shares; Peter Underwood, 5,250 shares; Francisco Trejo, Jr., 2,050 shares; and Rosie Greene, 1,000 shares. Carl H. Westcott does not exercise any voting power over any such shares of Common Stock owned by the aforementioned individuals and expressly disclaims beneficial ownership of such shares.
(3)	The percentage ownership is based on 13,455,559 shares of Common Stock outstanding, as reported by the Issuer in its quarterly report on Form 10-Q filed on November 9, 2016. The number of shares beneficially owned also reflects a 1-for-5 reverse stock split effected by the Issuer on August 1, 2016.

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CUSIP No. 205768203 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Commodore Partners, Ltd. 03-0476201
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 Texas
Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 320,000 (1)
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 320,000 (1)
	10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 320,000 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13.	Percent of Class Represented by Amount in Row (11) 2.38% (2)
14.	Type of Reporting Person PN

(1)	Carl H. Westcott and Court H. Westcott exercise shared voting and disposition power over the 320,000 shares of Common Stock as the managers of Carl Westcott, LLC, the general partner of Commodore Partners.
(2)	The percentage ownership is based on 13,455,559 shares of Common Stock outstanding, as reported by the Issuer in its quarterly report on Form 10-Q filed on November 9, 2016. The number of shares beneficially owned also reflects a 1-for-5 reverse stock split effected by the Issuer on August 1, 2016.

3

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CUSIP No. 205768203 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). G.K. Westcott LP 20-2443941
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 Texas
Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 15,000 (1)
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 15,000 (1)
	10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 15,000 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13.	Percent of Class Represented by Amount in Row (11) 0.11% (2)
14.	Type of Reporting Person PN

(1)	Carl H. Westcott and Court H. Westcott exercise shared voting and disposition power over the 15,000 shares of Common Stock as the managers of Carl Westcott, LLC, the general partner of GK Westcott.
(2)	The percentage ownership is based on 13,455,559 shares of Common Stock outstanding, as reported by the Issuer in its quarterly report on Form 10-Q filed on November 9, 2016. The number of shares beneficially owned also reflects a 1-for-5 reverse stock split effected by the Issuer on August 1, 2016.

4

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CUSIP No. 205768203 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Carl Westcott, LLC 75-2655092
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 Texas
Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 335,000 (1)
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 335,000 (1)
	10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 335,000 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13.	Percent of Class Represented by Amount in Row (11) 2.49% (2)
14.	Type of Reporting Person HC

(1)	Carl H. Westcott and Court H. Westcott exercise shared voting and disposition power over the 335,000 shares of Common Stock as the managers of Carl Westcott, LLC, the general partner of each of Commodore Partners, which directly owns 320,000 shares of Common Stock, and GK Westcott, which directly owns 15,000 shares of Common Stock.
(2)	The percentage ownership is based on 13,455,559 shares of Common Stock outstanding, as reported by the Issuer in its quarterly report on Form 10-Q filed on November 9, 2016. The number of shares beneficially owned also reflects a 1-for-5 reverse stock split effected by the Issuer on August 1, 2016.

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CUSIP No. 205768203 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Court H. Westcott
2.	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Source of Funds PF
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 United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 4,000 (1)
	8.	Shared Voting Power 335,000 (2)
	9.	Sole Dispositive Power 0 (1)
	10.	Shared Dispositive Power 339,000 (1) (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 339,000 (1) (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13.	Percent of Class Represented by Amount in Row (11) 2.52% (3)
14.	Type of Reporting Person IN

(1)	Consists of 4,000 shares of Common Stock held of record by Court H. Westcott, Trustee of the Court H. Westcott Living Trust. Carl H. Westcott has shared discretionary authority to purchase and dispose of those shares of Common Stock for the benefit of such reporting person, but does not exercise any voting power with respect to such shares. Carl H. Westcott expressly disclaims beneficial ownership of any such shares of Common Stock.
(2)	Carl H. Westcott and Court H. Westcott exercise shared voting and disposition power over 335,000 shares of Common Stock as the managers of Carl Westcott, LLC, the general partner of each of Commodore Partners, which directly owns 320,000 shares of Common Stock, and GK Westcott, which directly owns 15,000 shares of Common Stock.
(3)	The percentage ownership is based on 13,455,559 shares of Common Stock outstanding, as reported by the Issuer in its quarterly report on Form 10-Q filed on November 9, 2016. The number of shares beneficially owned also reflects a 1-for-5 reverse stock split effected by the Issuer on August 1, 2016.

6

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CUSIP No. 205768203 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Carla Westcott
2.	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Source of Funds PF
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 United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power 5,000 (1)
	8.	Shared Voting Power 0 (1)
	9.	Sole Dispositive Power 0 (1)
	10.	Shared Dispositive Power 5,000 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,000 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13.	Percent of Class Represented by Amount in Row (11) 0.04% (2)
14.	Type of Reporting Person IN

(1)	Carla Westcott directly holds 5,000 shares of Common Stock. Carl H. Westcott has shared discretionary authority to purchase and dispose of those shares of Common Stock for the benefit of such reporting person, but does not exercise any voting power with respect to such shares. Carl H. Westcott expressly disclaims beneficial ownership of any such shares of Common Stock.
(2)	The percentage ownership is based on 13,455,559 shares of Common Stock outstanding, as reported by the Issuer in its quarterly report on Form 10-Q filed on November 9, 2016. The number of shares beneficially owned also reflects a 1-for-5 reverse stock split effected by the Issuer on August 1, 2016.

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*Item 1. Security and Issuer*

This Amendment No. 13 to Schedule 13D (“ Amendment No. 13 ”) amends and supplements the original Schedule 13D filed on June 11, 2015 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6, the “ Schedule 13D ”), Amendment No. 1 to Schedule 13D filed on June 30, 2015 (“ Amendment No. 1 ”), Amendment No. 2 to Schedule 13D filed on July 6, 2015 (“ Amendment No. 2 ”), Amendment No. 3 to Schedule 13D filed on July 20, 2015 (“ Amendment No. 3 ”), Amendment No. 4 to Schedule 13D filed on August 10, 2015 (“ Amendment No. 4 ”), Amendment No. 5 to Schedule 13D filed on May 25, 2016 (“ Amendment No. 5 ”), Amendment No. 6 to Schedule 13D filed on September 6, 2016 (“ Amendment No. 6 ”), Amendment No. 7 to Schedule 13D filed on September 21, 2016 (“ Amendment No. 7 ”), Amendment No. 8 to Schedule 13D filed on December 5, 2016 (“ Amendment No. 8 ”), Amendment No. 9 to Schedule 13D filed on December 16, 2016 (“ Amendment No. 9 ”), Amendment No. 10 to Schedule 13D filed on January 3, 2017 (“ Amendment No. 10 ”), Amendment No. 11 to Schedule 13D filed on January 17, 2017 (“ Amendment No. 11 ”) and Amendment No. 12 to Schedule 13D filed on January 27, 2017 (“ Amendment No. 12 ”). This Amendment No. 13 is filed jointly on behalf of Carl H. Westcott, Commodore Partners, Ltd., G.K. Westcott LP, Carl Westcott, LLC, Court H. Westcott, and Carla Westcott (the “ Reporting Persons ”) relating to their beneficial ownership of the common stock, par value $0.50 per share (the “ Common Stock ”) of Comstock Resources, Inc., a Nevada corporation (the “ Issuer ”), whose principal executive offices are located at 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034. On August 1, 2016, the Issuer effected a 1-for-5 reverse stock split (the “ Reverse Split ”).

This Amendment No. 13 is filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended, to reflect a change aggregating more than one percent (1%) in the beneficial ownership of the outstanding Common Stock in which Carl H. Westcott may be deemed to have a beneficial interest. Unless otherwise indicated, all capitalized terms used herein but not defined shall have the same meanings as set forth in the Schedule 13D.

*Item 2. Identity and Background*

*Item 3. Source and Amount of Funds or Other Consideration*

The information set forth or incorporated in Items 4 and 6 hereof are incorporated herein by reference.

With respect to each Reporting Person that is a natural person, the shares of Common Stock were acquired with the personal funds of such Reporting Person. The shares of Common Stock held by Commodore Partners, of which Carl Westcott, LLC is the sole general partner, were acquired with funds held by Commodore Partners for the general purpose of investing. The shares of Common Stock held by GK Westcott, of which Carl Westcott, LLC is the sole general partner, were acquired with funds held by GK Westcott for the general purpose of investing.

*Item 4. Purpose of Transaction*

This Item is being amended and supplemented to add the following:

The information set forth or incorporated in Items 3 and 6 hereof are incorporated herein by reference.

After accounting for all purchases of Common Stock of the Reporting Persons since the filing of Amendment No. 12 (the period of January 27, 2017 through February 6, 2017), a net 135,000 shares of Common Stock were purchased by Carl H. Westcott during such period on his own behalf and on behalf of certain other Reporting Persons for an aggregate price of approximately $1,610,734.

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*Item 5. Interest in Securities of the Issuer.*

This Item is being amended and supplemented to add the following:

(b) The responses in rows 7, 8, 9 and 10 of the cover pages of this Statement are hereby incorporated by reference. Each of Court H. Westcott and Carla Westcott directly holds 4,000 and 5,000 shares of Common Stock, respectively, over which Carl H. Westcott shares dispositive power, but not voting power, pursuant to trading authorizations. Additionally, Carl H. Westcott shares dispositive power, but not voting power, pursuant to trading authorizations, of 5,250, 2,050, and 1,000 shares of Common Stock held by Peter Underwood, Francisco Trejo, Jr., and Rosie Greene, respectively. Commodore Partners holds 320,000 shares of Common Stock, over which Carl H. Westcott holds shared voting and dispositive power with Court H. Westcott as the managers of Carl Westcott, LLC, the sole general partner of Commodore Partners. GK Westcott holds 15,000 shares of Common Stock, over which Carl H. Westcott holds shared voting and dispositive power with Court H. Westcott as the managers of Carl Westcott, LLC, the sole general partner of GK Westcott.

(c) After accounting for all purchases of Common Stock of the Reporting Persons during the period of January 27, 2017 through February 6, 2017, a net 135,000 shares of Common Stock were purchased by Carl H. Westcott on his own behalf and on behalf of the other Reporting Persons for an aggregate price of approximately $1,610,734. All such purchases were made on the dates and at the prices set forth below. All purchases and sales listed below were affected in ordinary open market transactions.

Name of Reporting Person	Trade Date	Number of Shares Purchased (Sold)		Price Per Share ($)
Carl H. Westcott	1/27/2017	(2,500	)	12.95
Carl H. Westcott	1/27/2017	(2,500	)	12.90
Carl H. Westcott	1/27/2017	(2,500	)	12.99
Carl H. Westcott	1/27/2017	(5,000	)	13.30
Carl H. Westcott	1/27/2017	(2,500	)	12.95
Carl H. Westcott	1/27/2017	(5,000	)	13.05
Carl H. Westcott	1/27/2017	1,000		12.98
Carl H. Westcott	1/27/2017	1,000		12.96
Carl H. Westcott	1/27/2017	1,000		12.97
Carl H. Westcott	1/27/2017	2,000		12.97
Carl H. Westcott	1/27/2017	(5,000	)	13.05
Carl H. Westcott	1/30/2017	500		12.58
Carl H. Westcott	1/30/2017	500		12.68
Carl H. Westcott	1/30/2017	500		12.68
Carl H. Westcott	1/30/2017	250		12.56
Carl H. Westcott	1/30/2017	2,500		12.40
Carl H. Westcott	1/30/2017	2,500		12.40
Carl H. Westcott	1/30/2017	1,983		12.32
Carl H. Westcott	1/30/2017	3,767		12.58
Carl H. Westcott	1/30/2017	7,500		12.54
Carl H. Westcott	1/31/2017	1,000		12.58
Carl H. Westcott	1/31/2017	1,000		12.58
Carl H. Westcott	1/31/2017	1,000		12.57
Carl H. Westcott	1/31/2017	2,000		12.58
Carl H. Westcott	1/31/2017	1,000		12.45
Carl H. Westcott	1/31/2017	100		12.45
Carl H. Westcott	2/1/2017	500		12.12
Carl H. Westcott	2/1/2017	5,000		12.12
Carl H. Westcott	2/1/2017	2,500		12.13

9

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Name of Reporting Person	Trade Date	Number of Shares Purchased (Sold)		Price Per Share ($)
Carl H. Westcott	2/1/2017	1,000		12.36
Carl H. Westcott	2/1/2017	934		12.32
Carl H. Westcott	2/1/2017	66		12.41
Carl H. Westcott	2/1/2017	900		12.41
Carl H. Westcott	2/2/2017	(150	)	12.51
Carl H. Westcott	2/2/2017	500		12.42
Carl H. Westcott	2/2/2017	2,500		12.41
Carl H. Westcott	2/2/2017	(2,350	)	12.50
Carl H. Westcott	2/2/2017	(3,500	)	12.55
Carl H. Westcott	2/2/2017	1,000		12.25
Carl H. Westcott	2/2/2017	1,000		12.21
Carl H. Westcott	2/2/2017	5,000		12.20
Carl H. Westcott	2/2/2017	5,000		12.10
Carl H. Westcott	2/2/2017	1,300		12.09
Carl H. Westcott	2/2/2017	(100	)	12.32
Carl H. Westcott	2/3/2017	500		12.29
Carl H. Westcott	2/3/2017	5,000		12.12
Carl H. Westcott	2/3/2017	500		12.34
Carl H. Westcott	2/3/2017	(3,000	)	12.40
Carl H. Westcott	2/3/2017	(2,000	)	12.47
Carl H. Westcott	2/3/2017	(2,400	)	12.50
Carl H. Westcott	2/3/2017	(2,500	)	12.24
Carl H. Westcott	2/3/2017	1,000		12.25
Carl H. Westcott	2/3/2017	(2,500	)	12.35
Carl H. Westcott	2/3/2017	(5,000	)	12.36
Carl H. Westcott	2/3/2017	(5,000	)	12.40
Carl H. Westcott	2/3/2017	(2,142	)	12.39
Carl H. Westcott	2/3/2017	(5,000	)	12.43
Carl H. Westcott	2/3/2017	(2,858	)	12.44
Carl H. Westcott	2/3/2017	(5,000	)	12.42
Carl H. Westcott	2/6/2017	(1,800	)	12.51
Carl H. Westcott	2/6/2017	(50	)	12.55
Carl H. Westcott	2/6/2017	(2,050	)	12.55
Carl H. Westcott	2/6/2017	(400	)	12.55
Carl H. Westcott	2/6/2017	(2,200	)	12.60
Carl H. Westcott	2/6/2017	(300	)	12.60
Carl H. Westcott	2/6/2017	(2,500	)	12.70
Carl H. Westcott	2/6/2017	(343	)	12.70
Carl H. Westcott	2/6/2017	(647	)	12.70
Carl H. Westcott	2/6/2017	(1,510	)	12.70
Carl H. Westcott	2/6/2017	100		12.15
Carl H. Westcott	2/6/2017	200		12.15
Carl H. Westcott	2/6/2017	200		12.15
Carl H. Westcott	2/6/2017	4,500		12.15

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Name of Reporting Person	Trade Date	Number of Shares Purchased (Sold)		Price Per Share ($)
Carl H. Westcott	2/6/2017	100		12.13
Carl H. Westcott	2/6/2017	63		12.13
Carl H. Westcott	2/6/2017	400		12.13
Carl H. Westcott	2/6/2017	100		12.13
Carl H. Westcott	2/6/2017	200		12.13
Carl H. Westcott	2/6/2017	100		12.13
Carl H. Westcott	2/6/2017	3,937		12.13
Carl H. Westcott	2/6/2017	100		12.13
Carl H. Westcott	2/6/2017	200		12.03
Carl H. Westcott	2/6/2017	3,218		12.03
Carl H. Westcott	2/6/2017	1,582		12.03
Carl H. Westcott	2/6/2017	400		11.89
Carl H. Westcott	2/6/2017	300		11.89
Carl H. Westcott	2/6/2017	700		11.89
Carl H. Westcott	2/6/2017	100		11.89
Carl H. Westcott	2/6/2017	1,000		11.89
Carl H. Westcott	2/6/2017	5,000		11.60
Commodore Partners	1/27/2017	(1,750	)	12.85
Commodore Partners	1/27/2017	(2,500	)	12.97
Commodore Partners	1/27/2017	(2,500	)	13.02
Commodore Partners	1/27/2017	(5,000	)	13.05
Commodore Partners	1/30/2017	2,500		12.46
Commodore Partners	1/30/2017	2,500		12.46
Commodore Partners	1/30/2017	2,500		12.46
Commodore Partners	1/30/2017	1,000		12.47
Commodore Partners	1/30/2017	1,100		12.46
Commodore Partners	1/30/2017	400		12.45
Commodore Partners	1/30/2017	2,500		12.42
Commodore Partners	1/30/2017	2,500		12.39
Commodore Partners	1/30/2017	2,500		12.37
Commodore Partners	1/30/2017	5,000		12.35
Commodore Partners	1/30/2017	1,600		12.43
Commodore Partners	1/30/2017	2,000		12.69
Commodore Partners	1/30/2017	300		12.69
Commodore Partners	1/30/2017	200		12.68
Commodore Partners	1/30/2017	8,900		12.55
Commodore Partners	1/30/2017	2,000		12.54
Commodore Partners	1/31/2017	1,000		12.59
Commodore Partners	1/31/2017	500		12.55
Commodore Partners	1/31/2017	1,000		12.58
Commodore Partners	1/31/2017	2,200		12.58
Commodore Partners	1/31/2017	900		12.57
Commodore Partners	1/31/2017	1,900		12.55
Commodore Partners	1/31/2017	1,750		12.57

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Name of Reporting Person	Trade Date	Number of Shares Purchased (Sold)	Price Per Share ($)
Commodore Partners	1/31/2017	4,725	12.36
Commodore Partners	1/31/2017	275	12.37
Commodore Partners	2/1/2017	4,725	12.32
Commodore Partners	2/1/2017	75	12.10
Commodore Partners	2/1/2017	425	12.12
Commodore Partners	2/1/2017	5,000	12.21
Commodore Partners	2/1/2017	775	12.40
Commodore Partners	2/1/2017	1,000	12.33
Commodore Partners	2/2/2017	1,500	12.23
Commodore Partners	2/2/2017	1,400	12.23
Commodore Partners	2/2/2017	2,100	12.22
Commodore Partners	2/2/2017	4,700	12.21
Commodore Partners	2/2/2017	300	12.21
Commodore Partners	2/2/2017	303	12.20
Commodore Partners	2/2/2017	5,000	12.21
Commodore Partners	2/2/2017	95	12.21
Commodore Partners	2/2/2017	3,902	12.21
Commodore Partners	2/2/2017	700	12.21
Commodore Partners	2/2/2017	1,200	12.11
Commodore Partners	2/2/2017	200	12.11
Commodore Partners	2/2/2017	1,800	12.16
Commodore Partners	2/2/2017	1,200	12.16
Commodore Partners	2/2/2017	500	12.16
Commodore Partners	2/2/2017	100	12.15
Commodore Partners	2/2/2017	1,501	12.12
Commodore Partners	2/2/2017	152	12.12
Commodore Partners	2/2/2017	100	12.12
Commodore Partners	2/3/2017	247	12.24
Commodore Partners	2/3/2017	1,000	12.22
Commodore Partners	2/6/2017	300	12.35
Commodore Partners	2/6/2017	300	12.35
Commodore Partners	2/6/2017	600	12.35
Commodore Partners	2/6/2017	250	12.35
Commodore Partners	2/6/2017	3,550	12.35
Commodore Partners	2/6/2017	1,200	12.05
Commodore Partners	2/6/2017	3,800	12.05
Commodore Partners	2/6/2017	100	12.03
Commodore Partners	2/6/2017	100	12.03
Commodore Partners	2/6/2017	100	12.04
Commodore Partners	2/6/2017	100	12.04
Commodore Partners	2/6/2017	100	12.04
Commodore Partners	2/6/2017	100	12.04
Commodore Partners	2/6/2017	200	12.04
Commodore Partners	2/6/2017	200	12.04

12

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Name of Reporting Person	Trade Date	Number of Shares Purchased (Sold)		Price Per Share ($)
Commodore Partners	2/6/2017	100		12.04
Commodore Partners	2/6/2017	200		12.04
Commodore Partners	2/6/2017	100		12.04
Commodore Partners	2/6/2017	100		12.04
Commodore Partners	2/6/2017	100		12.04
Commodore Partners	2/6/2017	400		12.04
Commodore Partners	2/6/2017	100		12.04
Commodore Partners	2/6/2017	100		12.04
Commodore Partners	2/6/2017	1,100		12.04
Commodore Partners	2/6/2017	29		12.04
Commodore Partners	2/6/2017	100		12.04
Commodore Partners	2/6/2017	100		12.04
Commodore Partners	2/6/2017	1,471		12.04
Commodore Partners	2/6/2017	100		12.04
Commodore Partners	2/6/2017	4,900		12.04
Commodore Partners	2/6/2017	1,936		11.90
Commodore Partners	2/6/2017	3,064		11.90
Commodore Partners	2/6/2017	5,000		11.83
Commodore Partners	2/6/2017	100		11.83
Commodore Partners	2/6/2017	200		11.83
Commodore Partners	2/6/2017	100		11.83
Commodore Partners	2/6/2017	100		11.83
Commodore Partners	2/6/2017	1,621		11.83
Commodore Partners	2/6/2017	300		11.83
Commodore Partners	2/6/2017	79		11.83
Commodore Partners	2/6/2017	2,500		11.66
Commodore Partners	2/6/2017	300		11.62
Commodore Partners	2/6/2017	4,700		11.62
Court Westcott	2/3/2017	2,000		12.24
Court Westcott	2/3/2017	1,000		12.20
Court Westcott	2/6/2017	818		11.59
Court Westcott	2/6/2017	182		11.59
Carla Westcott	2/6/2017	100		12.05
Carla Westcott	2/6/2017	100		12.05
Carla Westcott	2/6/2017	100		12.05
Carla Westcott	2/6/2017	4,700		12.05
GK Partners	1/27/2017	(1,500	)	13.03

13

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*Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer*

*Item 7. Material to Be Filed as Exhibits*

Exhibit A	Joint Filing Agreement, dated June 8, 2015, by and among Carl H. Westcott, Commodore Partners, Ltd., G.K. Westcott LP, Carl Westcott, LLC, Jimmy Elizabeth Westcott, Chart H. Westcott, Court H. Westcott, and Carla Westcott (incorporated by reference to Exhibit A to the Schedule 13D filed with the Securities and Exchange Commission on June 11, 2015).
Exhibit B	Form of Authorization of Agent (incorporated by reference to Exhibit B to the Schedule 13D filed with the Securities and Exchange Commission on June 11, 2015).
Exhibit C	Power of Attorney, dated June 8, 2015 (incorporated by reference to Exhibit C to the Schedule 13D filed with the Securities and Exchange Commission on June 11, 2015).

14

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*SIGNATURE*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 7, 2017

Reporting Persons:
/s/ Michael I. Smartt
Michael I. Smartt
Attorney-in-Fact
COMMODORE PARTNERS, LTD.
By: Carl Westcott, LLC, its general partner
/s/ Michael I. Smartt
Michael I. Smartt
Attorney-in-Fact
G.K. WESTCOTT LP
By: Carl Westcott, LLC, its general partner
/s/ Michael I. Smartt
Michael I. Smartt
Attorney-in-Fact
CARL WESTCOTT, LLC
/s/ Michael I. Smartt
Michael I. Smartt
Attorney-in-Fact
COURT H. WESTCOTT
/s/ Michael I. Smartt
Michael I. Smartt
Attorney-in-Fact
CARLA WESTCOTT
/s/ Michael I. Smartt
Michael I. Smartt
Attorney-in-Fact

15

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