sc13d09488011_03102016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  )1

Sparton Corporation
(Name of Issuer)

Common Stock, $1.25 par value
(Title of Class of Securities)

847235108
(CUSIP Number)
 
STEVE WOLOSKY, ESQ.
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 10, 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 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 ¨.

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.


_______________
1              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. 847235108
 
1
NAME OF REPORTING PERSON
 
ENGINE CAPITAL, L.P.
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)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
320,319
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
320,319
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
320,319
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 847235108
 
1
NAME OF REPORTING PERSON
 
ENGINE JET CAPITAL, L.P.
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)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
47,468
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
47,468
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
47,468
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 847235108
 
1
NAME OF REPORTING PERSON
 
ENGINE CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
367,787
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
367,787
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
367,787
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.7%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 847235108
 
1
NAME OF REPORTING PERSON
 
ENGINE INVESTMENTS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
367,787
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
367,787
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
367,787
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.7%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 847235108
 
1
NAME OF REPORTING PERSON
 
ARNAUD AJDLER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BELGIUM
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
367,787
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
367,787
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
367,787
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.7%
14
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. 847235108
 
1
NAME OF REPORTING PERSON
 
NORWOOD CAPITAL PARTNERS, LP
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)
 
¨
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
 
311,589
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
311,589
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
311,589
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.1%
14
TYPE OF REPORTING PERSON
 
PN

 
7
 
CUSIP NO. 847235108
 
1
NAME OF REPORTING PERSON
 
NORWOOD INVESTMENT PARTNERS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CALIFORNIA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
311,589
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
311,589
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
311,589
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.1%
14
TYPE OF REPORTING PERSON
 
PN

 
8
 
CUSIP NO. 847235108
 
1
NAME OF REPORTING PERSON
 
NORWOOD INVESTMENT PARTNERS GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CALIFORNIA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
311,589
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
311,589
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
311,589
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.1%
14
TYPE OF REPORTING PERSON
 
OO

 
9
 
CUSIP NO. 847235108
 
1
NAME OF REPORTING PERSON
 
CHARLES H. HOEVELER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
7,524
8
SHARED VOTING POWER
 
311,589
9
SOLE DISPOSITIVE POWER
 
7,524
10
SHARED DISPOSITIVE POWER
 
311,589
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
319,113
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
14
TYPE OF REPORTING PERSON
 
IN

 
10
 
CUSIP NO. 847235108
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.
Security and Issuer.
 
This statement relates to the Common Stock, $1.25 par value (the “Shares”), of Sparton Corporation, an Ohio corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 425 N. Martingale Road, Suite 1000, Schaumburg, Illinois 60173.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by:
 
 
(i)
Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
Engine Capital Management, LLC, a Delaware limited liability company (“Engine Management”), as the investment manager of each of Engine Capital and Engine Jet;
 
 
(iv)
Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”), as the general partner of each of Engine Capital and Engine Jet;
 
 
(v)
Arnaud Ajdler, as the managing member of Engine Management and Engine Investments;
 
 
(vi)
Norwood Capital Partners, LP, a Delaware limited partnership (“Norwood Partners”), with respect to the Shares directly and beneficially owned by it;
 
 
(vii)
Norwood Investment Partners, LP, a California limited partnership (“Norwood Investments”), as the general partner of Norwood Partners;
 
 
(viii)
Norwood Investment Partners GP, LLC, a California limited liability company (“Norwood GP”), as the general partner of Norwood Investments; and
 
 
(ix)
Charles H. Hoeveler, as the managing partner of Norwood Investments and the managing member of Norwood GP.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of Engine Capital, Engine Jet, Engine Management, Engine Investments, and Mr. Ajdler is 1370 Broadway, 5th Floor, New York, New York 10018.  The address of the principal office of each of Norwood Partners, Norwood Investments and Mr. Hoeveler is 100 Larkspur Landing Circle, Suite 212, Larkspur, California 94939.
 
 
11
 
CUSIP NO. 847235108
 
(c)           The principal business of each of Engine Capital and Engine Jet is investing in securities.  Engine Management is the investment manager of each of Engine Capital and Engine Jet.  Engine Investments serves as the general partner of each of Engine Capital and Engine Jet.  Mr. Ajdler serves as the managing member of each of Engine Management and Engine Investments.  The principal business of Norwood Partners is providing discretionary investment management services.  Norwood Investments is the general partner of Norwood Partners.  Norwood GP is the general partner of Norwood Investments.  Charles Hoeveler serves as the managing partner of Norwood Investments and the managing member of Norwood GP.
 
(d)           No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, annexed hereto, has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, annexed hereto, has, during the last five (5) years, been 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.
 
(f)           Mr. Ajdler is a citizen of Belgium.  Mr. Hoeveler is a citizen of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase price of the 320,319 Shares beneficially owned by Engine Capital is approximately $5,158,216, excluding brokerage commissions.  The aggregate purchase price of the 47,468 Shares beneficially owned by Engine Jet is approximately $789,878, excluding brokerage commissions.
 
The Shares purchased by Norwood Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase price of the 311,589 Shares beneficially owned by Norwood Partners is approximately $6,511,337, excluding brokerage commissions.
 
The Shares purchased by Mr. Hoeveler were purchased in the open market with personal funds.  The aggregate purchase price of the 7,524 Shares directly owned by Mr. Hoeveler is approximately $183,937, excluding brokerage commissions
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
On March 10, 2016, the Engine Parties and Norwood Parties (each as described therein) entered into a Group Agreement, as further described in Item 6 below and pursuant to which the parties agreed, among other things, to (i) undertake a plan of action at the Issuer aimed at enhancing shareholder value, which plan may include, but is not limited to, proposals relating to the Issuer’s operations, cost and capital allocation, strategic alternatives, the calling of special meeting(s), and/or reconstitution of the Issuer’s Board of Directors, (ii) take all action necessary or advisable to achieve the foregoing and (iii) take any other actions the parties thereto determine to undertake in connection with their respective investment in the Issuer.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications with management and the board of directors of the Issuer (the “Board”), engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning strategic alternatives, the calling of special meeting(s), changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
 
12
 
CUSIP NO. 847235108
 
Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 9,892,131 Shares outstanding, as of January 29, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 2, 2016.
 
A.
Engine Capital
 
 
(a)
As of the close of business on March 9, 2016, Engine Capital directly owned 320,319 Shares.
 
Percentage: 3.2%
 
 
(b)
1. Sole power to vote or direct vote: 320,319
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 320,319
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Engine Capital during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
B.
Engine Jet
 
 
(a)
As of the close of business on March 9, 2016, Engine Jet directly owned 47,468 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 47,468
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 47,468
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
C.
Engine Management
 
 
(a)
Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet.  As of the date hereof, Engine Management may be deemed to beneficially own 367,787 Shares.
 
 
13
 
CUSIP NO. 847235108
 
Percentage: 3.7%
 
 
(b)
1. Sole power to vote or direct vote: 367,787
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 367,787
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Engine Management has not entered into any transactions in the Shares during the past (60) sixty days.
 
D.           Engine Investments
 
 
(a)
Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet.  As of the date hereof, Engine Investments may be deemed to beneficially own 367,787 Shares.
 
Percentage: Approximately 3.7%
 
 
(b)
1. Sole power to vote or direct vote: 367,787
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 367,787
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Engine Investments has not entered into any transactions in the Shares during the past (60) sixty days.
 
E.
Arnaud Ajdler
 
 
(a)
Mr. Ajdler, as the managing member of Engine Management and Engine Investments, may be deemed to beneficially own the 367,787 Shares owned beneficially by Engine Management and Engine Investments.
 
Percentage: Approximately 3.7%
 
 
(b)
1. Sole power to vote or direct vote: 367,787
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 367,787
 
4. Shared power to dispose or direct the disposition: 0
 
 
14
 
CUSIP NO. 847235108
 
 
(c)
Mr. Ajdler has not entered into any transactions in the Shares during the past sixty (60) days.
 
F.
Norwood Partners
 
 
(a)
As of the close of business on March 9, 2016, Norwood Partners directly owned 311,589 Shares.
 
Percentage: 3.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 311,589
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 311,589

 
(c)
The transactions in the Shares by Norwood Partners during the past four (4) years are set forth in Schedule A and are incorporated herein by reference.
 
G.           Norwood Investments
 
 
(a)
Norwood Investments, as the general partner of Norwood Partners, may be deemed to beneficially own the Shares owned directly by Norwood Partners.  As of the date hereof, Norwood Investments may be deemed to beneficially own 311,589 Shares.
 
Percentage: Approximately 3.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 311,589
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 311,589

 
(c)
Norwood Investments has not entered into any transactions in the Shares during the past four (4) years.
 
H.           Norwood GP
 
 
(a)
Norwood GP, as the general partner of Norwood Investments, may be deemed to beneficially own the Shares owned beneficially by Norwood Investments.  As of the date hereof, Norwood Investments may be deemed to beneficially own 311,589 Shares.
 
Percentage: Approximately 3.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 311,589
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 311,589
 
 
(c)
Norwood GP has not entered into any transactions in the Shares during the past four (4) years.
 
I.
Charles H. Hoeveler
 
 
(a)
As of the close of business on March 9, 2016, Mr. Hoeveler directly owned 7,524 Shares. As the managing partner of Norwood Investments and the managing member of Norwood GP, Mr. Hoeveler may be deemed to beneficially own the 311,589 Shares owned beneficially by Norwood Investments and Norwood GP.
 
Percentage: Approximately 3.2%
 
 
(b)
1. Sole power to vote or direct vote: 7,524
 
2. Shared power to vote or direct vote: 311,589
 
3. Sole power to dispose or direct the disposition: 7,524
 
4. Shared power to dispose or direct the disposition: 311,589
 
 
15
 
CUSIP NO. 847235108
 
 
(c)
Mr. Hoeveler has not entered into any transactions in the Shares during the past sixty (60) days.
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
(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.
 
On March 10, 2016, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.  A copy of the Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Also on March 10, 2016, the Engine Parties and Norwood Parties (each as described therein) entered into a Group Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer and (b) the Reporting Persons agreed to undertake a plan of action at the Issuer aimed at enhancing shareholder value.  The Group Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing Agreement by and among Engine Capital, L.P., Engine Jet Capital,  L.P., Engine Investments, LLC, Engine Capital Management, LLC, Arnaud Ajdler, Norwood Capital Partners, LP, Norwood Investment Partners, LP, Norwood Investment Partners GP, LLC, and Charles H. Hoeveler, dated March 10, 2016.
 
 
99.2
Group Agreement by and among Engine Capital, L.P., Engine Jet Capital, L.P., Engine Investments, LLC, Engine Capital Management, LLC, Norwood Capital Partners, LP, and Norwood Investment Partners, LP, dated March 10, 2016.
 
 
16
 
CUSIP NO. 847235108
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
March 10, 2016
 
 
Engine Capital, L.P.
   
 
By:
Engine Investments, LLC,
General Partner
     
 
By:
/s/ Arnaud Ajdler
   
Name:
Arnaud Ajdler
   
Title:
Managing Member

 
 
Engine Jet Capital, L.P.
   
 
By:
Engine Investments, LLC,
General Partner
     
 
By:
/s/ Arnaud Ajdler
   
Name:
Arnaud Ajdler
   
Title:
Managing Member

 
 
Engine Capital Management, LLC
   
 
By:
/s/ Arnaud Ajdler
   
Name:
Arnaud Ajdler
   
Title:
Managing Member

 
 
Engine Investments, LLC
   
 
By:
/s/ Arnaud Ajdler
   
Name:
Arnaud Ajdler
   
Title:
Managing Member

   
 
/s/ Arnaud Ajdler
 
ARNAUD AJDLER
 
 
17
 
CUSIP NO. 847235108
 
 
Norwood Capital Partners, LP
   
 
By:
Norwood Investment Partners, LP
its General Partner
     
 
By:
/s/ Charles H. Hoeveler
   
Name:
Charles H. Hoeveler
   
Title:
Managing Partner

 
 
Norwood Investment Partners, LP
   
 
By:
Norwood Investment Partners GP, LLC
its General Partner
     
 
By:
/s/ Charles H. Hoeveler
   
Name:
Charles H. Hoeveler
   
Title:
Managing Member
 
 
 
Norwood Investment Partners GP, LLC
   
 
By:
/s/ Charles H. Hoeveler
   
Name:
Charles H. Hoeveler
   
Title:
Managing Member
 
   
 
/s/ Charles H. Hoeveler
 
CHARLES H. HOEVELER

 
18
 
CUSIP NO. 847235108
 
SCHEDULE A
 
Transactions in the Shares During the Past Sixty (60) Days
 
Shares of Common Stock
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale

ENGINE CAPITAL, L.P.

488
22.9050
10/08/14
5,677
22.7456
02/03/15
5,275
20.2500
02/04/15
49,505
20.3457
02/04/15
475
21.1500
02/05/15
10,536
22.3494
02/06/15
1,635
22.1728
02/12/15
5,270
22.4437
02/17/15
6,803
22.0478
03/03/15
672
24.9925
07/08/15
1,503
24.7972
07/08/15
7,395
24.9953
07/08/15
10,000
15.4723
02/04/16
10,000
14.9389
02/05/16
4,750
11.8004
02/08/16
8,840
11.8004
02/08/16
53,073
13.6400
02/09/16
14,265
12.9966
02/09/16
34,837
13.9758
02/10/16
8,709
13.1421
02/12/16
740
13.7500
02/16/16
17,418
13.7423
02/16/16
1,588
14.3585
02/17/16
12,882
14.3158
02/17/16
348
14.4000
02/18/16
8,709
14.2610
02/18/16
6,358
14.2025
02/19/16
2,137
14.5200
02/22/16
4,442
14.4317
02/22/16
11,693
14.2561
02/23/16
5,313
13.8664
02/24/16
8,896
14.2524
02/26/16
87
14.4000
03/01/16

ENGINE JET CAPITAL, L.P.

90
22.9050
10/08/14
1,055
22.7456
02/03/15
981
20.2500
02/04/15
9,205
20.3457
02/04/15
88
21.1500
02/05/15
 
 
 
 
CUSIP NO. 847235108
 
1,983
22.3494
02/06/15
305
22.1728
02/12/15
983
22.4437
02/17/15
1,255
22.0478
03/03/15
128
24.9925
07/08/15
288
24.7972
07/08/15
1,415
24.9953
07/08/15
1,310
11.8004
02/08/16
7,867
13.6400
02/09/16
2,114
12.9966
02/09/16
5,163
13.9758
02/10/16
1,291
13.1421
02/12/16
110
13.7500
02/16/16
2,582
13.7423
02/16/16
235
14.3585
02/17/16
1,909
14.3158
02/17/16
52
14.4000
02/18/16
1,291
14.2610
02/18/16
942
14.2025
02/19/16
317
14.5200
02/22/16
658
14.4317
02/22/16
1,733
14.2561
02/23/16
787
13.8664
02/24/16
1,318
14.2524
02/26/16
13
14.4000
03/01/16
 
Transactions in the Shares During the Past Four (4) Years
 
Shares of Common Stock
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale
 
NORWOOD INVESTMENT PARTNERS, LP.
 
2,000
8.8900
3/9/2012
1,000
9.1000
3/23/2012
1,137
9.3600
4/3/2012
1,000
9.8000
4/5/2012
 
 
 
 
CUSIP NO. 847235108
 
1,000
9.8700
4/9/2012
1,000
9.9800
4/10/2012
600
9.9700
4/11/2012
1,650
9.9900
4/12/2012
1,000
9.9600
4/13/2012
800
9.9600
4/16/2012
400
9.9700
4/17/2012
1,000
9.8500
4/18/2012
3,000
9.8200
4/19/2012
500
9.6100
4/20/2012
100
9.7800
4/25/2012
1
9.6000
4/27/2012
1,200
9.9100
5/1/2012
2,000
9.9700
5/2/2012
303
9.9500
5/3/2012
1,999
9.9500
5/4/2012
1,700
9.8100
5/10/2012
2,000
9.6900
5/11/2012
165
8.7500
5/18/2012
300
8.5600
5/22/2012
600
8.7800
5/30/2012
1,000
8.8200
5/31/2012
400
8.6800
6/8/2012
45
9.7900
8/14/2012
1,100
9.7500
8/15/2012
500
9.6000
8/21/2012
5,500
11.1900
9/11/2012
(3,420)
13.4800
11/5/2012
(4,200)
13.5700
11/6/2012
(4,899)
13.6500
11/7/2012
(460)
13.6200
11/8/2012
(1,221)
13.6600
11/9/2012
11,200
12.2300
11/13/2012
1,000
12.5400
11/14/2012
1,000
12.5100
11/15/2012
1,500
12.3500
11/20/2012
1,700
11.9500
11/21/2012
200
13.5800
12/20/2012
300
13.6700
12/26/2012
300
13.4900
12/27/2012
300
13.7100
1/2/2013
190
13.6400
1/3/2013
300
13.8800
1/17/2013
 
 
 
 
CUSIP NO. 847235108
 
144
15.3500
2/1/2013
66
15.0700
2/8/2013
1,000
14.7500
2/20/2013
2,900
14.2300
3/1/2013
100
14.2300
3/7/2013
200
14.2200
3/8/2013
100
14.2500
3/11/2013
(1,190)
14.1700
3/22/2013
(300)
14.0000
3/25/2013
300
12.3200
4/22/2013
690
12.3000
4/23/2013
900
14.8100
5/22/2013
1,000
14.8400
5/24/2013
200
16.3400
6/4/2013
300
16.8100
6/14/2013
1,400
16.2000
6/17/2013
100
15.9500
6/18/2013
600
15.9900
6/19/2013
(200)
17.2000
7/3/2013
(600)
25.4800
10/3/2013
(600)
28.4500
10/17/2013
(637)
27.9600
10/29/2013
(60)
25.7500
11/7/2013
(3,600)
25.2800
11/8/2013
1,000
27.3500
1/3/2014
1,497
27.4900
2/6/2014
400
28.5000
2/7/2014
2,000
30.2500
3/31/2014
2,000
29.0100
4/1/2014
1,453
29.0000
4/2/2014
2,000
29.2900
4/9/2014
700
27.7500
4/10/2014
10,000
26.6700
4/11/2014
700
26.7400
4/14/2014
6,100
26.8000
4/15/2014
3,000
26.4200
4/21/2014
6,000
27.0400
5/1/2014
2,600
26.8200
5/2/2014
3,000
26.4200
5/6/2014
2,000
26.1900
5/7/2014
7,000
25.9600
5/16/2014
200
25.5500
5/19/2014
7,236
24.8600
5/20/2014
 
 
 
 
CUSIP NO. 847235108
 
1,300
24.7200
5/21/2014
3,700
24.9000
5/22/2014
59
24.5000
5/23/2014
(10,000)
30.7900
6/12/2014
(1,225)
30.5700
6/16/2014
1,300
27.4900
7/10/2014
1,100
27.2400
7/11/2014
18,000
28.2500
7/22/2014
500
28.1600
7/23/2014
200
28.4500
7/29/2014
2,000
28.4000
7/30/2014
1,585
27.8300
7/31/2014
7,000
27.6500
8/5/2014
100
27.8100
8/5/2014
5,000
29.6800
8/20/2014
797
29.4900
8/29/2014
2,000
29.4100
9/2/2014
2,000
29.1800
9/3/2014
2,000
28.7900
9/4/2014
2,000
28.2100
9/5/2014
1,200
27.9500
9/8/2014
740
27.7200
9/9/2014
1,460
27.4500
9/11/2014
5,000
27.8800
9/12/2014
1,530
25.6000
9/15/2014
10,300
24.5400
9/24/2014
1,366
24.2400
9/25/2014
400
24.2400
9/26/2014
4,500
24.0900
10/6/2014
1,000
22.7700
10/9/2014
(2,000)
26.1500
10/16/2014
(6,000)
26.6600
10/17/2014
5,510
23.5700
10/23/2014
1,000
23.4700
10/24/2014
511
23.4000
10/27/2014
1,525
23.7500
10/30/2014
2,600
25.2100
10/31/2014
(6,000)
27.0300
11/5/2014
5,000
25.1900
11/14/2014
2,500
24.9000
11/17/2014
2,500
24.8600
11/18/2014
100
24.0000
11/19/2014
(3,400)
28.7200
12/29/2014
 
 
 
 
CUSIP NO. 847235108
 
(9,109)
28.1400
12/30/2014
(17,857)
28.2900
12/31/2014
(15,281)
28.3700
1/2/2015
(7,000)
28.3000
1/5/2015
(11,300)
28.4500
1/6/2015
(1,023)
28.1700
1/7/2015
(1,126)
27.4800
1/8/2015
(5,300)
26.2300
1/9/2015
(18,251)
26.2200
1/12/2015
(16,300)
26.3700
1/13/2015
(10,000)
26.0600
1/20/2015
(4,105)
26.1700
1/21/2015
(15,895)
26.5100
1/22/2015
4,415
22.9700
2/5/2015
77,011
20.5000
2/9/2015
50,000
20.2500
2/9/2015
68,860
22.4300
2/10/2015
29,714
22.2200
2/11/2015
10,000
22.2100
2/18/2015
5,300
22.2300
2/19/2015
100
22.2500
2/20/2015
2,100
22.3000
2/23/2015
500
22.0500
2/25/2015
700
22.0500
2/26/2015
10,000
22.0900
3/6/2015
2,697
21.9900
3/9/2015
6
22.0000
3/12/2015
2,297
21.7400
3/13/2015
6,400
25.8900
5/5/2015
3,600
25.4300
5/6/2015
3,732
25.2100
5/6/2015
8,000
24.9700
7/13/2015
5,000
24.9600
7/20/2015
1,972
24.9900
7/21/2015
68
24.3000
7/22/2015
3,028
24.9500
7/22/2015
8,932
23.6800
7/23/2015
5,000
23.9700
8/3/2015
5,000
23.9200
8/4/2015
5,000
23.8600
8/7/2015
300
23.7500
8/10/2015
9,336
23.6200
8/12/2015
364
23.9300
8/13/2015
 
 
 
 
CUSIP NO. 847235108
 
8,695
23.4600
8/14/2015
1,305
23.5800
8/17/2015
3,122
22.3900
8/27/2015
3,000
21.6900
8/28/2015
5,000
22.5900
9/1/2015
5,000
21.7800
9/16/2015
(2,000)
25.2700
10/21/2015
(100)
25.0400
10/22/2015
(800)
25.1100
10/23/2015
(2,100)
25.0500
10/27/2015
100
22.6400
10/30/2015
1,300
22.5100
11/2/2015
(38,265)
23.5300
11/12/2015
(5,010)
3.0500
11/13/2015
(6,490)
22.9400
11/16/2015
3,000
21.2600
11/27/2015
3,000
21.2600
11/30/2015
3,000
21.4400
12/1/2015
3,000
21.4500
12/2/2015
3,000
21.3700
12/3/2015
3,000
20.9200
12/4/2015
3,000
20.7300
12/7/2015
500
20.2500
12/8/2015
800
20.2400
12/10/2015
1,700
20.1000
12/11/2015
4,000
19.4400
12/14/2015
402
19.0000
12/15/2015
1,516
18.9800
12/16/2015
6,082
18.9800
12/17/2015
5,000
20.0400
1/6/2016
5,000
19.5100
1/7/2016
4,000
19.3900
1/8/2016
4,795
19.0400
1/11/2016
2,810
18.3300
1/12/2016
200
18.3400
1/13/2016
2,195
18.3500
1/14/2016
4,700
18.1700
1/15/2016
3,011
17.5000
1/19/2016
700
17.4200
1/20/2016
2,289
17.2100
1/21/2016
(100,000)
11.8700
2/11/2016