(Amendment
No. 3)
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
¨
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CUSIP No.
98416J118
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13D/A
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Page 2 of 13
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1
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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
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
574,594 (See Item 5)
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8
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SHARED VOTING POWER
0 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
574,594 (See Item 5)
|
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10
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SHARED DISPOSITIVE POWER
0 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,594 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.50%
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14
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
98416J118
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13D/A
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Page 3 of 13
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. 13-3688497
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
350,990 (See Item 5)
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8
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SHARED VOTING POWER
0 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
350,990 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
0 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,990 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.14%
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14
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
98416J118
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13D/A
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Page 4 of 13
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1
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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.)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
238,456 (See Item 5)
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8
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SHARED VOTING POWER
0 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
238,456 (See Item 5)
|
|
10
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SHARED DISPOSITIVE POWER
0 (See Item 5)
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,456 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.45%
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14
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TYPE OF REPORTING PERSON*
CO
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CUSIP No.
98416J118
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13D/A
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Page 5 of 13
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. Profit Sharing & Money
Purchase Plan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
50,500 (See Item 5)
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8
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SHARED VOTING POWER
0 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
50,500 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
0 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,500 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.31%
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14
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TYPE OF REPORTING PERSON*
EP
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CUSIP No.
98416J118
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13D/A
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Page 6 of 13
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC 13-4018186
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
925,584 (See Item 5)
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8
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SHARED VOTING POWER
0 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
925,584 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
0 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
925,584 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.63%
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14
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TYPE OF REPORTING PERSON*
OO
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CUSIP No.
98416J118
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13D/A
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Page 7 of 13
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. 13-3688495
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
238,456 (See Item 5)
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8
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SHARED VOTING POWER
0 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
238,456 (See Item 5)
|
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10
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SHARED DISPOSITIVE POWER
0 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,456 (See Item 5)
|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.45%
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14
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TYPE OF REPORTING PERSON*
CO
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CUSIP No.
98416J118
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13D/A
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Page 8 of 13
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
50,500 (See Item 5)
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8
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SHARED VOTING POWER
1,164,040 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
50,500 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
1,164,040 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,214,540 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.39%
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14
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TYPE OF REPORTING PERSON*
IN
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CUSIP No.
98416J118
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13D/A
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Page 9 of 13
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0 (See Item 5)
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8
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SHARED VOTING POWER
1,164,040 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
0 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
1,164,040 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,164,040 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.09%
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14
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TYPE OF REPORTING PERSON*
IN
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CUSIP No.
98416J118
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13D/A
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Page 10 of 13
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Item 1. Security and Issuer.
This
Amendment No. 3 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and
Exchange Commission (the “Commission”) on May 3, 2017 and as further amended by Amendment No. 1 filed on June 23,
2017 and Amendment No. 2 filed on May 29, 2018 collectively (the “Schedule 13D”) with respect to the shares of
common stock, $0.001 par value per share (the “Common Stock”) of Xerium Technologies, Inc., a Delaware
corporation (the “Issuer”). The Issuer maintains its principal executive office at 14101 Capital Boulevard,
Youngsville, North Carolina 27596. Unless specifically amended hereby the disclosures set forth in the Schedule 13D shall
remain unchanged. Capitalized terms used but not defined herein shall have the meaning set forth in the Schedule 13D.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
On June 24, 2018, the Issuer entered into an Agreement and Plan
of Merger (the ‘‘Merger Agreement’’) with Andritz AG, a joint stock corporation organized under the laws
of Austria with its seat at Graz, Austria (the “Parent”) and XYZ Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent (the “Merger Subsidiary”).
Also on June 24, 2018, concurrently with the execution of the
Merger Agreement, the Parent and the Merger Subsidiary entered into Voting Agreements (the “Voting Agreement”) with
certain beneficial owners of the Issuer’s Common Stock comprising approximately 20% of the outstanding shares of Issuer’s
Common Stock, including each of Wynnefield Partners, Wynnefield Partners I, Wynnefield Offshore, WCM and WCI. Capitalized terms
used and not otherwise defined herein shall have the meaning ascribed to such terms in the Voting Agreement.
The Voting Agreement, among other things, requires the Wynnefield
Reporting Persons that are a party thereto, to (i) vote the Covered Shares in favor of the Merger at the Stockholders’ Meeting;
and (ii) not Transfer the Covered Shares during the term of the Voting Agreement. The Voting Agreement will terminate upon certain
circumstances, including upon termination of the Merger Agreement, the occurrence of an Adverse Recommendation Change or the conclusion
of the Stockholders’ Meeting.
A copy of the Voting Agreement is attached to this Schedule
13D as Exhibit 99.3 and is incorporated herein by reference as if fully set forth herein. The foregoing summary description of
the Voting Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Voting Agreement.
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 and the Voting Agreement, 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 and the Voting Agreement or changing its intention with respect to any and
all matters referred to in paragraphs (a) through (j) of Item 4.
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CUSIP No.
98416J118
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13D/A
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Page 11 of 13
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Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by the addition
of the following:
See Item 4 above.
Item 7. Material to be Filed as Exhibits.
Item
7 of the Schedule 13D is hereby amended by
the addition of the following:
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Exhibit 99.3
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Form of Voting Agreement
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CUSIP No.
98416J118
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13D/A
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Page 12 of 13
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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 27, 2018
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
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CUSIP No.
98416J118
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13D/A
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Page 13 of 13
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/s/ Nelson Obus
Nelson Obus, Individually
/s/ Joshua Landes
Joshua Landes, Individually
