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)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.
)*
|
Supernus Pharmaceuticals, Inc. |
|
(Name
of Issuer) |
| Common Stock, par value $0.001 per share |
|
(Title
of Class of Securities) |
| 868459108 |
|
(CUSIP
Number) |
|
Michael
R. Murphy |
|
Discovery
Group I, LLC |
|
191
North Wacker Drive |
|
Suite
1685 |
|
Chicago,
Illinois 60606 |
|
Telephone
Number: (312) 265-9600 |
|
(Name,
Address and Telephone Number of Person |
|
Authorized
to Receive Notices and Communications) |
|
May
5, 2014 |
|
(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).
| CUSIP No. 868459108 | |||
|
1. |
Names
of Reporting Persons.
Discovery
Equity Partners, L.P. | ||
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions) | ||
|
(a) |
o | ||
|
(b) |
o | ||
|
3. |
SEC
Use Only | ||
|
4. |
Source
of Funds (See Instructions)
WC | ||
|
5. |
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o | ||
|
6. |
Citizenship
or Place of Organization
Illinois | ||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7. |
Sole
Voting Power
None. |
|
8. |
Shared
Voting Power
2,301,645 | |
|
9. |
Sole
Dispositive Power
None. | |
|
10. |
Shared
Dispositive Power
2,301,645 |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,301,645 | |
|
12. |
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
|
13. |
Percent
of Class Represented by Amount in Row (11)
5.5% | |
|
14. |
Type
of Reporting Person (See Instructions)
PN | |
| CUSIP No. 868459108 | |||
|
1. |
Names
of Reporting Persons.
Discovery
Group I, LLC | ||
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions) | ||
|
(a) |
o | ||
|
(b) |
o | ||
|
3. |
SEC
Use Only | ||
|
4. |
Source
of Funds (See Instructions)
AF | ||
|
5. |
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o | ||
|
6. |
Citizenship
or Place of Organization
Delaware | ||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7. |
Sole
Voting Power
None. |
|
8. |
Shared
Voting Power
2,301,645 | |
|
9. |
Sole
Dispositive Power
None. | |
|
10. |
Shared
Dispositive Power
2,301,645 |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,301,645 | |
|
12. |
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
|
13. |
Percent
of Class Represented by Amount in Row (11)
5.5% | |
|
14. |
Type
of Reporting Person (See Instructions)
IA | |
| CUSIP No. 868459108 | |||
|
1. |
Names
of Reporting Persons.
Daniel
J. Donoghue | ||
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
| ||
|
(a) |
o | ||
|
(b) |
o | ||
|
3. |
SEC
Use Only | ||
|
4. |
Source
of Funds (See Instructions)
AF | ||
|
5. |
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 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
None. |
|
8. |
Shared
Voting Power
2,301,645 | |
|
9. |
Sole
Dispositive Power
None. | |
|
10. |
Shared
Dispositive Power
2,301,645 |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,301,645 | |
|
12. |
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
|
13. |
Percent
of Class Represented by Amount in Row (11)
5.5% | |
|
14. |
Type
of Reporting Person (See Instructions)
IN | |
| CUSIP No. 868459108 | |||
|
1. |
Names
of Reporting Persons.
Michael
R. Murphy | ||
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
| ||
|
(a) |
o | ||
|
(b) |
o | ||
|
3. |
SEC
Use Only | ||
|
4. |
Source
of Funds (See Instructions)
AF | ||
|
5. |
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Items 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
None. |
|
8. |
Shared
Voting Power
2,301,645 | |
|
9. |
Sole
Dispositive Power
None. | |
|
10. |
Shared
Dispositive Power
2,301,645 |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,301,645 | |
|
12. |
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
|
13. |
Percent
of Class Represented by Amount in Row (11)
5.5% | |
|
14. |
Type
of Reporting Person (See Instructions)
IN | |
|
Item
1. |
Security
and Issuer |
|
This statement relates to the Common Stock, par value $0.001 per share
(the “Common Stock”), of Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
which has its principal executive offices at 1550 East Gude Drive, Rockville, Maryland 20850. | |
|
Item
2. |
Identity
and Background |
|
This statement is being jointly filed by the following persons (the
“Reporting Persons”):
Discovery
Equity Partners, L.P. (“Discovery
Equity Partners“) is an Illinois limited partnership primarily
engaged in the business of investing in securities.
Discovery Group I, LLC (“Discovery Group“) is a Delaware limited
liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended, that is primarily
engaged in the business of investing in securities on behalf of institutional clients.
Daniel
J. Donoghue is a Managing Member of Discovery Group and of various related
entities, which is his principal occupation.
Michael
R. Murphy is a Managing Member of Discovery Group and of various related
entities, which is his principal occupation.
Both
Mr. Donoghue and Mr. Murphy are United States citizens.
The
business address of each of the Reporting Persons is 191 North Wacker
Drive, Suite 1685, Chicago, Illinois 60606. | |
|
During
the past five years, none of the Reporting Persons have been (i) convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation
with respect to such laws. | |
|
Item
3. |
Source
and Amount of Funds or Other Consideration |
|
The
total purchase price for the 2,301,645 shares of Common Stock beneficially
owned by the Reporting Persons as of May 13, 2014 was approximately
$20,520,231. The source of such funds was the assets of Discovery Equity
Partners, including proceeds of margin loans under margin loan facilities
maintained in the ordinary course of business by the Discovery Equity
Partners with a broker on customary terms and conditions. Discovery Equity
Partners is the legal owner of all of the Common Stock beneficially owned
by Discovery Group and Messrs. Donoghue and
Murphy. |
|
Item
4. |
Purpose
of Transaction |
|
The
Reporting Persons acquired beneficial ownership of the shares of Common
Stock reported herein as part of their investment activities on behalf of
Discovery Equity Partners. The Reporting Persons acquired the
shares of Common Stock reported herein because they believe that the
trading prices of the Common Stock do not adequately reflect the potential
value of the Company’s underlying business and assets.
The
Reporting Persons intend to review and evaluate their investment in the
Common Stock on an ongoing basis and may, depending upon their evaluation
of the business and prospects of the Company, or such other considerations
as they may deem relevant, determine to increase, decrease, or dispose of
their holdings of Common Stock. As a part of such review and
evaluation, the Reporting Persons may hold discussions with the Company’s
management and directors, other shareholders and other interested
parties.
Except
as otherwise described in this Item 4, the Reporting Persons do not have
present plans or proposals that relate to or would result in any of the
following (although the Reporting Persons reserve the right to develop
such plans or proposals or any other plans relating to the Company and to
take action with respect thereto): (i) the acquisition by any
person of additional securities of the Company, or the disposition of
securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation, involving
the Company or any of its subsidiaries; (iii) a sale or transfer of a
material amount of assets of the Company or any of its subsidiaries;
(iv) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board; (v) any
material change in the present capitalization or dividend policy of the
Company; (vi) any other material change in the Company’s business or
corporate structure; (vii) changes in the Company’s certificate of
incorporation, bylaws, or instruments corresponding thereto or other
actions that may impede the acquisition of control of the Company by any
person; (viii) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association; (ix) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (x) any action similar to any of those enumerated
above.
| |
|
Item
5. |
Interest
in Securities of the Issuer |
|
The information concerning percentages of ownership set forth below is based on 42,046,458 shares of Common Stock reported outstanding as of April 30, 2014 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
Discovery
Equity Partners beneficially owns 2,301,645 shares of Common Stock as of
May 13, 2014, which represents 5.5% of the outstanding Common
Stock.
Discovery
Group beneficially owns 2,301,645 shares of Common Stock as of May 13, 2014, which represents 5.5% of the outstanding Common Stock.
Mr.
Donoghue beneficially owns 2,301,645 shares of Common Stock as of May 13, 2014, which represents 5.5% of the outstanding Common
Stock. |
|
Mr.
Murphy beneficially owns 2,301,645 shares of Common Stock as of May 13, 2014, which represents 5.5% of the outstanding Common
Stock..
Discovery
Group is the sole general partner of Discovery Equity
Partners. Messrs. Donoghue and Murphy are the sole managing
members of Discovery Group. As a consequence, Discovery Group
and Messrs. Donoghue and Murphy may be deemed to share beneficial
ownership of all of the shares of Common Stock owned by Discovery Equity
Partners.
The
transactions in Common Stock effected by the Reporting Persons during the
past 60 days are set out in Exhibit
1 hereto.
No
person other than Discovery
Equity Partners is known to any Reporting Person to have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any of the shares of Common Stock reported
herein. | |
|
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer |
|
There
are no contracts, arrangements, understandings or relationships (legal or
otherwise) between or among any of the Reporting Persons and any other
person with respect to any securities of the Company other than the
governing documents of Discovery Group and Discovery Equity Partners, the
margin loan facilities referred to under Item 3 above, the Joint Filing
Agreement of the Reporting Persons with respect to this Schedule 13D
included as Exhibit
2
to this Schedule 13D, and the Powers of Attorney granted by Messrs
Donoghue and Murphy with respect to reports under Section 13 of the
Securities Exchange Act of 1934, as amended, which Powers of Attorney are
included as Exhibit
3 and Exhibit
4,
respectively, to this Schedule
13D. |
|
Item
7. |
Material
to Be Filed as Exhibits | |
|
Exhibit
1: List
of transactions effected by the Reporting Persons in the Company’s Common
Stock during the 60-day period preceding this filing. | ||
|
Exhibit
2: Joint
Filing Agreement dated as of May 14, 2014, by and among Discovery Equity
Partners; Discovery Group; Daniel J. Donoghue; and Michael R.
Murphy. | ||
|
Exhibit
3: Power
of Attorney of Daniel J. Donoghue, dated as of April 28,
2008. | ||
|
Exhibit
4: Power
of Attorney of Michael R. Murphy, dated as of April 28,
2008. | ||
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.
|
May
14, 2014 | |
|
Date
| |
|
DISCOVERY
GROUP I, LLC,
for
itself and as general partner of
DISCOVERY
EQUITY PARTNERS, L.P.
By: Michael
R. Murphy* | |
|
Signature | |
|
Michael
R. Murphy, Managing Member | |
|
Name/Title | |
|
Daniel
J. Donoghue* | |
|
Signature | |
|
Daniel
J. Donoghue | |
|
Name/Title | |
|
Michael
R. Murphy* | |
|
Signature | |
|
Michael
R. Murphy | |
|
Name/Title | |
|
*By:
/s/ Mark
Buckley | |
|
Mark
Buckley
Attorney-in-Fact
for Daniel J. Donoghue
Attorney-in-Fact
for Michael R. Murphy |
Exhibit
Index
|
Exhibit
1 |
List
of transactions effected by the Reporting Persons in the Company’s Common
Stock during the 60-day period preceding this filing. | |
|
Exhibit
2 |
Joint
Filing Agreement dated as of May 14, 2014, by and among Discovery
Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael
R. Murphy. | |
|
Exhibit
3 |
Power
of Attorney of Daniel J. Donoghue, dated as of April 28,
2008. | |
|
Exhibit
4 |
Power
of Attorney of Michael R. Murphy, dated as of April 28,
2008. |
EXHIBIT 1
TRANSACTIONS DURING PAST 60 DAYS
The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days. Such transactions involved the purchase of shares on the NASDAQ Global Market. Certain of the prices reported below reflect the weighted average purchase price of the shares of Common Stock purchased on the relevant date. The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.
|
Date
|
Type
|
Price
|
Shares
|
||||||
|
3/17/2014
|
Purchase
|
$ | 9.9247 | 1 | 40869 | ||||
|
3/18/2014
|
Purchase
|
$ | 9.9920 | 2 | 39953 | ||||
|
3/19/2014
|
Purchase
|
$ | 9.7888 | 3 | 41000 | ||||
|
3/20/2014
|
Purchase
|
$ | 9.6683 | 4 | 39000 | ||||
|
3/21/2014
|
Purchase
|
$ | 9.2904 | 5 | 35000 | ||||
|
3/24/2014
|
Purchase
|
$ | 8.6706 | 6 | 45500 | ||||
|
3/25/2014
|
Purchase
|
$ | 8.6385 | 7 | 39570 | ||||
|
3/26/2014
|
Purchase
|
$ | 8.5875 | 8 | 49000 | ||||
|
3/27/2014
|
Purchase
|
$ | 8.4933 | 9 | 43544 | ||||
|
3/28/2014
|
Purchase
|
$ | 8.5510 | 10 | 41333 | ||||
|
3/31/2014
|
Purchase
|
$ | 8.9240 | 11 | 51067 | ||||
|
4/1/2014
|
Purchase
|
$ | 9.4641 | 12 | 45500 | ||||
|
4/2/2014
|
Purchase
|
$ | 9.7740 | 13 | 35959 | ||||
|
4/3/2014
|
Purchase
|
$ | 9.4506 | 14 | 51444 | ||||
|
4/4/2014
|
Purchase
|
$ | 9.3150 | 15 | 57639 | ||||
|
4/7/2014
|
Purchase
|
$ | 8.9272 | 16 | 27500 | ||||
|
4/8/2014
|
Purchase
|
$ | 8.8034 | 17 | 27383 | ||||
|
4/9/2014
|
Purchase
|
$ | 8.8746 | 18 | 28100 | ||||
|
4/10/2014
|
Purchase
|
$ | 8.4469 | 19 | 32500 | ||||
|
4/11/2014
|
Purchase
|
$ | 8.2292 | 20 | 30000 | ||||
|
4/14/2014
|
Purchase
|
$ | 7.8323 | 21 | 31316 | ||||
|
4/15/2014
|
Purchase
|
$ | 7.6120 | 22 | 16015 | ||||
|
4/16/2014
|
Purchase
|
$ | 8.0051 | 23 | 15500 | ||||
|
4/17/2014
|
Purchase
|
$ | 8.2477 | 24 | 28777 | ||||
|
4/21/2014
|
Purchase
|
$ | 8.5048 | 25 | 21800 | ||||
|
4/22/2014
|
Purchase
|
$ | 8.5469 | 26 | 29000 | ||||
|
4/23/2014
|
Purchase
|
$ | 8.0188 | 27 | 31959 | ||||
|
4/24/2014
|
Purchase
|
$ | 7.9564 | 28 | 30253 | ||||
|
4/25/2014
|
Purchase
|
$ | 7.8038 | 29 | 32000 | ||||
|
4/28/2014
|
Purchase
|
$ | 7.5667 | 30 | 38105 | ||||
|
4/29/2014
|
Purchase
|
$ | 7.6205 | 31 | 33500 | ||||
|
4/30/2014
|
Purchase
|
$ | 7.9158 | 32 | 19585 | ||||
|
5/1/2014
|
Purchase
|
$ | 8.1319 | 33 | 25002 | ||||
|
5/2/2014
|
Purchase
|
$ | 8.0584 | 34 | 31600 | ||||
|
5/5/2014
|
Purchase
|
$ | 7.9822 | 35 | 38285 | ||||
|
5/6/2014
|
Purchase
|
$ | 7.8333 | 36 | 18000 | ||||
|
5/7/2014
|
Purchase
|
$ | 7.5702 | 37 | 39582 | ||||
|
5/8/2014
|
Purchase
|
$ | 7.4940 | 38 | 27807 | ||||
|
5/9/2014
|
Purchase
|
$ | 7.6038 | 39 | 39814 | ||||
|
5/12/2014
|
Purchase
|
$ | 7.7516 | 40 | 34506 | ||||
|
5/13/2014
|
Purchase
|
$ | 7.7770 | 41 | 38183 | ||||
1 This transaction was executed in multiple trades at prices ranging from $9.87 – 9.99.
2 This transaction was executed in multiple trades at prices ranging from $9.91 – 10.00.
3 This transaction was executed in multiple trades at prices ranging from $9.70 – 9.85.
4 This transaction was executed in multiple trades at prices ranging from $9.63 – 9.76.
5 This transaction was executed in multiple trades at prices ranging from $9.14 – 9.49.
6 This transaction was executed in multiple trades at prices ranging from $8.59 – 8.75.
7 This transaction was executed in multiple trades at prices ranging from $8.58 – 8.92.
8 This transaction was executed in multiple trades at prices ranging from $8.50 – 8.75.
9 This transaction was executed in multiple trades at prices ranging from $8.36 – 8.40.
10 This transaction was executed in multiple trades at prices ranging from $8.52 – 8.58.
11 This transaction was executed in multiple trades at prices ranging from $8.87 – 8.97.
12 This transaction was executed in multiple trades at prices ranging from $9.15 – 9.63.
13 Due to incomplete data available to the Reporting Persons, the Reporting Persons are reporting the average price of transactions effected on this date.
14 This transaction was executed in multiple trades at prices ranging from $9.27 – 9.68.
15 This transaction was executed in multiple trades at prices ranging from $9.14 – 9.61.
16 This transaction was executed in multiple trades at prices ranging from $8.81 – 9.25.
17 This transaction was executed in multiple trades at prices ranging from $8.73 – 8.86.
18 This transaction was executed in multiple trades at prices ranging from $8.79 – 8.90.
19 This transaction was executed in multiple trades at prices ranging from $8.36 – 8.64.
20 This transaction was executed in multiple trades at prices ranging from $8.10 – 8.31.
21 This transaction was executed in multiple trades at prices ranging from $7.70 – 8.04.
22 This transaction was executed in multiple trades at prices ranging from $7.28 – 7.85.
23 This transaction was executed in multiple trades at prices ranging from $7.90 – 8.10.
24 This transaction was executed in multiple trades at prices ranging from $8.15 – 8.30.
25 Due to incomplete data available to the Reporting Persons, the Reporting Persons are reporting the average price of transactions effected on this date.
26 This transaction was executed in multiple trades at prices ranging from $8.37 – 8.62.
27 This transaction was executed in multiple trades at prices ranging from $7.97 – 8.07.
28 This transaction was executed in multiple trades at prices ranging from $7.75 – 8.08.
29 This transaction was executed in multiple trades at prices ranging from $7.71 – 7.89.
30 This transaction was executed in multiple trades at prices ranging from $7.29 – 7.68.
31 This transaction was executed in multiple trades at prices ranging from $7.57 – 7.70.
32 This transaction was executed in multiple trades at prices ranging from $7.45 – 8.13.
33 This transaction was executed in multiple trades at prices ranging from $8.06 – 8.35.
34 This transaction was executed in multiple trades at prices ranging from $7.99 – 8.11.
35 This transaction was executed in multiple trades at prices ranging from $7.92 – 8.00.
36 This transaction was executed in multiple trades at prices ranging from $7.73 – 7.88.
37 This transaction was executed in multiple trades at prices ranging from $7.45 – 7.63.
38 This transaction was executed in multiple trades at prices ranging from $7.3050 – 7.72.
39 This transaction was executed in multiple trades at prices ranging from $7.23 – 7.75.
40 This transaction was executed in multiple trades at prices ranging from $7.55 – 7.86.
41 This transaction was executed in multiple trades at prices ranging from $7.44 – 7.82.
EXHIBIT 2
JOINT FILING AGREEMENT
The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached.
Dated: May 14, 2014
|
DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
|
||
|
|
By
|
Michael R. Murphy* |
|
Michael R. Murphy
|
||
| Managing Member | ||
| Daniel J. Donoghue* | ||
| Daniel J. Donoghue | ||
| Michael R. Murphy* | ||
| Michael R. Murphy | ||
| *By: | /s/ Mark Buckley | |
| Mark Buckley | ||
| Attorney-in-Fact for Daniel J. Donoghue | ||
| Attorney-in-Fact for Michael R. Murphy |
POWER OF ATTORNEY
The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
| /s/ Daniel J. Donoghue | ||
| Daniel J. Donoghue |
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STATE OF ILLINOIS
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COUNTY OF COOK
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I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
Given under my hand and notarial seal, this 28th day of April, 2008.
| /s/ Kareema M. Cruz | ||
| Notary Public |
POWER OF ATTORNEY
The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
| /s/ Michael R. Murphy | ||
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Michael R. Murphy
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STATE OF ILLINOIS
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COUNTY OF COOK
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I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
Given under my hand and notarial seal, this 28th day of April, 2008.
| /s/ Kareema M. Cruz | ||
| Notary Public |