The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Engaged Capital Master I and Engaged Capital Master II 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, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 610,465 Shares beneficially owned by Engaged Capital Master I is approximately $7,039,676, including brokerage commissions. The aggregate purchase price of the 1,020,198 Shares beneficially owned by Engaged Capital Master II is approximately $12,576,699, including brokerage commissions.
The Shares owned directly by Mr. Welling represent Shares acquired upon the vesting of Restricted Stock Units awarded to Mr. Welling in his capacity as a director of the Issuer. Mr. Welling directly owns 1,304 Shares and 4,000 unvested Restricted Stock Units, each representing a contingent right to receive one Share.
Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) – (c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 15,997,796 Shares outstanding as of May 5, 2015, 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 May 11, 2015.
As of the close of business on May 14, 2015, Engaged Capital Master I beneficially owned 610,465 Shares, constituting approximately 3.8% of the Shares outstanding. Each of Engaged Capital I and Engaged Capital Offshore, as feeder funds of Engaged Capital Master I, may be deemed to beneficially own the 610,465 Shares owned by Engaged Capital Master I, constituting approximately 3.8% of the Shares outstanding.
As of the close of business on May 14, 2015, Engaged Capital Master II beneficially owned 1,020,198 Shares, constituting approximately 6.4% of the Shares outstanding. Each of Engaged Capital II and Engaged Capital Offshore II, as feeder funds of Engaged Capital Master II, may be deemed to beneficially own the 1,020,198 Shares owned by Engaged Capital Master II, constituting approximately 6.4% of the Shares outstanding.
As of the close of business on May 14, 2015, Mr. Welling directly owned 1,304 Shares, constituting less than 1% of the Shares outstanding.
Engaged Capital, as the general partner and investment adviser of Engaged Capital Master I and Engaged Capital Master II, may be deemed to beneficially own the 1,630,663 Shares owned in the aggregate by Engaged Capital Master I and Engaged Capital Master II, constituting approximately 10.2% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 1,630,663 Shares owned in the aggregate by Engaged Capital Master I and Engaged Capital Master II, constituting approximately 10.2% of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 1,630,663 Shares owned in the aggregate by Engaged Capital Master I and Engaged Capital Master II, which, together with the Shares he directly owns, constitutes an aggregate of 1,631,967 Shares, constituting approximately 10.2% of the Shares outstanding.
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.
(b) By virtue of their respective positions with Engaged Capital Master I, each of Engaged Capital I, Engaged Capital Offshore, Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Master I.
By virtue of their respective positions with Engaged Capital Master II, each of Engaged Capital II, Engaged Capital Offshore II, Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Master II.
Mr. Welling has the sole power to vote and dispose of the Shares directly owned by him.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 15, 2015
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Engaged Capital Master Feeder I, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Founder and Chief Investment Officer
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Engaged Capital Master Feeder II, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Founder and Chief Investment Officer
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Engaged Capital I, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Founder and Chief Investment Officer
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Engaged Capital I Offshore, Ltd.
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Director
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Engaged Capital II, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Founder and Chief Investment Officer
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Engaged Capital II Offshore Ltd.
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Director
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Engaged Capital, LLC
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Founder and Chief Investment Officer
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Engaged Capital Holdings, LLC
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Sole Member
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/s/ Glenn W. Welling
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Glenn W. Welling
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SCHEDULE A
Transactions in Securities of the Issuer Since Amendment No. 3 to the Schedule 13D
Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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ENGAGED CAPITAL MASTER FEEDER II, LP
Purchase of Common Stock*
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15,810
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14.7800
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04/01/2015
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Purchase of Common Stock*
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18,009
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15.9305
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05/01/2015
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Purchase of Common Stock*
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4,700
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15.9947
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05/04/2015
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Purchase of Common Stock*
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10,255
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15.9687
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05/05/2015
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GLENN W. WELLING
Restricted Stock Unit Award**
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1,304
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0.0000
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03/17/2015
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Restricted Stock Unit Award**
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4,000
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0.0000
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05/12/2015
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* Effected in the open market pursuant to a 10b5-1 Purchase Trading Plan.
** Awarded in connection with Mr. Welling’s service on the Board of the Issuer. Each Restricted Stock Unit represents a contingent right to receive one Share.