IMMERSION CORP — Major Shareholding Notification 2013

Nov 13, 2013

SC 13D/A 1 d1429309_13d-a.htm d1429309_13d-a.htm Licensed to: Seward & Kissel LLP Document Created using EDGARizer 2020 5.4.5.0 Copyright 1995 - 2013 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 4)

Under the Securities Exchange Act of 1934

Immersion Corporation
(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)
452521107
(CUSIP Number)
John Fichthorn c/o Dialectic Capital Management, LLC 875 Third Avenue, 15 th Floor New York, New York 10022
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 11, 2013
(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 ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
* 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).

CUSIP No. 452521107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Dialectic Capital Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	[_]
	(b)	[_]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	AF
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
	0
8.	SHARED VOTING POWER
	1,314,073
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	1,314,073
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,314,073
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.6%
14.	TYPE OF REPORTING PERSON
	IA, OO

CUSIP No. 452521107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Dialectic Capital, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	[_]
	(b)	[_]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	AF
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
	0
8.	SHARED VOTING POWER
	466,333
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	466,333
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	466,333
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.6%
14.	TYPE OF REPORTING PERSON
	OO

CUSIP No. 452521107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Dialectic Capital Partners, LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	[_]
	(b)	[_]
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
	0
8.	SHARED VOTING POWER
	203,357
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	203,357
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	203,357
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.7%
14.	TYPE OF REPORTING PERSON
	PN

CUSIP No. 452521107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Dialectic Offshore, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	[_]
	(b)	[_]
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
	0
8.	SHARED VOTING POWER
	472,400
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	472,400
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	472,400
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.7%
14.	TYPE OF REPORTING PERSON
	CO

CUSIP No. 452521107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Dialectic Antithesis Partners, LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	[_]
	(b)	[_]
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
	0
8.	SHARED VOTING POWER
	262,976
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	262,976
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	262,976
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.9%
14.	TYPE OF REPORTING PERSON
	PN

CUSIP No. 452521107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Dialectic Antithesis Offshore, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	[_]
	(b)	[_]
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
	0
8.	SHARED VOTING POWER
	375,340
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	375,340
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	375,340
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. 452521107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	John Fichthorn
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	[_]
	(b)	[_]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	AF
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
	24,750
8.	SHARED VOTING POWER
	1,314,073
9.	SOLE DISPOSITIVE POWER
	24,750
10.	SHARED DISPOSITIVE POWER
	1,314,073
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,338,823
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.7%
14.	TYPE OF REPORTING PERSON
	IN, HC

CUSIP No. 452521107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Luke Fichthorn
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	[_]
	(b)	[_]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	AF
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
8.	SHARED VOTING POWER
	1,314,073
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	1,314,073
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,314,073
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.6%
14.	TYPE OF REPORTING PERSON
	IN, HC

CUSIP No.	452521107
Item 1.	Security and Issuer
	This Amendment No. 4 (the "Amendment") amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on January 10, 2011 as further amended by Amendment No. 1 filed on March 11, 2011, Amendment No. 2 filed on March 18, 2011 and Amendment No. 3 filed on September 3, 2013 (the "Schedule 13D") by the Reporting Persons with respect to the shares of common stock, $0.001 par value per share (the "Shares") of Immersion Corporation (the "Issuer"), whose principal executive offices are located at 30 Rio Robles, San Jose, California 95134. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
	The aggregate percentage of Shares reported owned by each Reporting Person named herein is based upon 28,598,664 Shares outstanding as of October 29, 2013 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013.
	(a, b) Investment Manager
	As of the date hereof, the Investment Manager may be deemed to be the beneficial owner of 1,314,073 Shares, constituting approximately 4.6% of the Shares outstanding. The Investment Manager has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,314,073 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,314,073 Shares.
	The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein and therein with respect to the Investment Manager, shall not be considered an admission that it, for the purpose of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is the beneficial owner of any Shares in which it does not have a pecuniary interest. The Investment Manager disclaims any beneficial ownership of the Shares covered by this Schedule 13D that it does not directly own.
	General Partner

As of the date hereof, the General Partner may be deemed to be the beneficial owner of 466,333 Shares, constituting approximately 1.6% of the Shares outstanding. The General Partner has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 466,333 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 466,333 Shares.
The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein and therein with respect to the General Partner, shall not be considered an admission that it, for the purpose of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is the beneficial owner of any Shares in which it does not have a pecuniary interest. The General Partner disclaims any beneficial ownership of the Shares covered by this Schedule 13D that it does not directly own.
DCP
As of the date hereof, DCP may be deemed to be the beneficial owner of 203,357 Shares, constituting approximately 0.7% of the Shares outstanding. DCP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 203,357 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 203,357 Shares.
In addition, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, DCP may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein and therein with respect to DCP, shall not be considered an admission that it, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any Shares in which it does not have a pecuniary interest. DCP disclaims any beneficial ownership of the Shares covered by this Schedule 13D that it does not directly own.
DOF
As of the date hereof, DOF may be deemed to be the beneficial owner of 472,400 Shares, constituting approximately 1.7% of the Shares outstanding. DOF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 472,400 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 472,400 Shares.
In addition, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, DOF may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein and therein with respect to DOF, shall not be considered an admission that it, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any Shares in which it does not have a pecuniary interest. DOF disclaims any beneficial ownership of the Shares covered by this Schedule 13D that it does not directly own.

DAP
As of the date hereof, DAP may be deemed to be the beneficial owner of 262,976 Shares, constituting approximately 0.9% of the Shares outstanding. DAP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 262,976 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 262,976 Shares.
In addition, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, DAP may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein and therein with respect to DAP, shall not be considered an admission that it, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any Shares in which it does not have a pecuniary interest. DAP disclaims any beneficial ownership of the Shares covered by this Schedule 13D that it does not directly own.
DAO
As of the date hereof, DAO may be deemed to be the beneficial owner of 375,340 Shares, constituting approximately 1.3% of the Shares outstanding. DAO has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 375,340 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 375,340 Shares.
In addition, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, DAO may be deemed to be the beneficial owner of the Shares beneficially owned in the aggregate by the other members of the group reported herein. The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein and therein with respect to DAO, shall not be considered an admission that it, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any Shares in which it does not have a pecuniary interest. DAO disclaims any beneficial ownership of the Shares covered by this Schedule 13D that it does not directly own.

	JF
	As of the date hereof, JF may be deemed to be the beneficial owner of 1,338,823 Shares, constituting approximately 4.7% of the Shares outstanding. JF has the sole power to vote or direct the vote of 24,750 Shares; has the shared power to vote or direct the vote of 1,314,073 Shares; has the sole power to dispose or direct the disposition of 24,750 Shares; and has the shared power to dispose or direct the disposition of 1,314,073 Shares.
	The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein and therein with respect to JF, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any Shares in which he does not have a pecuniary interest. JF disclaims any beneficial ownership of the Shares covered by this Schedule 13D that he does not directly own.
	LF
	As of the date hereof, LF may be deemed to be the beneficial owner of 1,314,073 Shares, constituting approximately 4.6% of the Shares outstanding. LF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,314,073 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,314,073 Shares.
	The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein and therein with respect to LF, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any Shares in which he does not have a pecuniary interest. LF disclaims any beneficial ownership of the Shares covered by this Schedule 13D that he does not directly own.
	As of November 13, 2013, no Reporting Person owns more than 5% of the total outstanding Shares of the Issuer.
	(c) The transactions by the Reporting Persons in the Shares during the past 60 days are set forth in Exhibit 2.
	(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
	(e) Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

	The first paragraph of Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
	Each of the Reporting Persons is a party to a Joint Filing Agreement, dated as of November 13, 2013 (the "13D Joint Filing Agreement), pursuant to which the parties agreed to jointly file this Schedule 13D and any and all amendments and supplements thereto with the Securities and Exchange Commission. The 13D Joint Filing Agreement is attached as Exhibit 1 hereto and is incorporated herein by reference in its entirety in this response to Item 6.
Item 7.	Material to be Filed as Exhibits
	Exhibit 1 – Joint Filing Agreement
	Exhibit 2 - Schedule of Transactions in the Shares of the Issuer

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: November 13, 2013
By:	/s/ John Fichthorn
Name:	John Fichthorn
Title:	Managing Member

DIALECTIC CAPITAL, LLC
By:	/s/ John Fichthorn
Name:	John Fichthorn
Title:	Managing Member

DIALECTIC CAPITAL PARTNERS, LP
By: Dialectic Capital, LLC, its general partner
By:	/s/ John Fichthorn
Name:	John Fichthorn
Title:	Managing Member

DIALECTIC OFFSHORE, LTD.
By:	/s/ John Fichthorn
Name:	John Fichthorn
Title:	Director

DIALECTIC ANTITHESIS PARTNERS, LP
By: Dialectic Capital, LLC, its general partner
By:	/s/ John Fichthorn
Name:	John Fichthorn
Title:	Managing Member

DIALECTIC ANTITHESIS OFFSHORE, LTD.
By:	/s/ John Fichthorn
Name:	John Fichthorn
Title:	Director

By:	/s/ John Fichthorn
By:	/s/ Luke Fichthorn

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock, $0.001 par value per share, of Immersion Corporation.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Date: November 13, 2013
By:	/s/ John Fichthorn
Name:	John Fichthorn
Title:	Managing Member

DIALECTIC CAPITAL, LLC
By:	/s/ John Fichthorn
Name:	John Fichthorn
Title:	Managing Member

DIALECTIC CAPITAL PARTNERS, LP
By: Dialectic Capital, LLC, its general partner
By:	/s/ John Fichthorn
Name:	John Fichthorn
Title:	Managing Member

DIALECTIC OFFSHORE, LTD.
By:	/s/ John Fichthorn
Name:	John Fichthorn
Title:	Director

DIALECTIC ANTITHESIS PARTNERS, LP
By: Dialectic Capital, LLC, its general partner
By:	/s/ John Fichthorn
Name:	John Fichthorn
Title:	Managing Member

DIALECTIC ANTITHESIS OFFSHORE, LTD.
By:	/s/ John Fichthorn
Name:	John Fichthorn
Title:	Director

By:	/s/ John Fichthorn
By:	/s/ Luke Fichthorn

Exhibit 2

Transactions by the Reporting Persons during the past 60 Days

Transactions by DAP:

Date of Transaction	Title of Class	Number of Shares Purchased	Number of Shares Sold	Price Per Share
11/8/2013	Common Stock	n/a	5,959	$12.2095
11/8/2013	Common Stock	n/a	141,358	$12.2095
11/8/2013	Common Stock	n/a	115	$12.2095
11/8/2013	Common Stock	n/a	99,938	$12.2095
11/11/2013	Common Stock	n/a	1,648	$12.2515
11/11/2013	Common Stock	n/a	7,169	$12.2725
11/11/2013	Common Stock	n/a	723	$12.4125
11/11/2013	Common Stock	n/a	4,957	$12.3126
11/11/2013	Common Stock	n/a	8,365	$12.2435
11/11/2013	Common Stock	n/a	1,845	$12.3177
11/11/2013	Common Stock	n/a	18,602	$12.3177
11/11/2013	Common Stock	n/a	4,300	$12.3177
11/11/2013	Common Stock	n/a	7,217	$12.3177
11/11/2013	Common Stock	n/a	53,924	$12.1109
11/11/2013	Common Stock	n/a	1,552	$12.1109
11/11/2013	Common Stock	n/a	126	$12.1109
11/11/2013	Common Stock	n/a	13,653	$12.1109
11/11/2013	Common Stock	n/a	715	$12.1109
11/11/2013	Common Stock	n/a	76	$12.1109
11/11/2013	Common Stock	n/a	463	$12.3031
11/11/2013	Common Stock	n/a	1,758	$12.3063
11/12/2013	Common Stock	n/a	1,237	$12.2503
11/12/2013	Common Stock	n/a	1,244	$12.3162
11/12/2013	Common Stock	n/a	6,261	$12.0701
11/12/2013	Common Stock	n/a	3,341	$12.2244
11/12/2013	Common Stock	n/a	1,488	$12.2244

Transactions by DAO:

Date of Transaction	Title of Class	Number of Shares Purchased	Number of Shares Sold	Price Per Share
11/8/2013	Common Stock	n/a	94,950	$12.2095
11/11/2013	Common Stock	n/a	2,752	$12.2725
11/11/2013	Common Stock	n/a	675	$12.3063
11/11/2013	Common Stock	n/a	3,212	$12.2435
11/11/2013	Common Stock	n/a	1,903	$12.3126
11/11/2013	Common Stock	n/a	632	$12.2515
11/11/2013	Common Stock	n/a	177	$12.3031
11/11/2013	Common Stock	n/a	277	$12.4125
11/11/2013	Common Stock	n/a	5,068	$12.3177
11/11/2013	Common Stock	n/a	4,123	$12.3177
11/11/2013	Common Stock	n/a	107	$12.3177
11/11/2013	Common Stock	n/a	2,976	$12.3177
11/11/2013	Common Stock	n/a	26,897	$12.1109
11/12/2013	Common Stock	n/a	1,856	$12.2244
11/12/2013	Common Stock	n/a	475	$12.2503
11/12/2013	Common Stock	n/a	2,408	$12.0701
11/12/2013	Common Stock	n/a	478	$12.3162