The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended to add the following:
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Following the pro rata distribution of Shares by Engaged Capital Master I as described in greater detail in Item 5 below, Engaged Capital Master I, Engaged Capital I and Engaged Capital Offshore no longer beneficially own any Shares and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 8. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6.
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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 owned by Engaged Capital Master II and held in a certain account managed by Engaged Capital (the “Engaged Capital Account”) 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. Of the 1,660,767 Shares beneficially owned by Engaged Capital Master II, 1,210,728 of such Shares have an aggregate purchase price of approximately $15,260,385, including brokerage commissions, and 450,039 of such Shares were acquired in connection with the in-kind contribution described in Item 5 below. The aggregate purchase price of the 170,000 Shares held in the Engaged Capital Account is approximately $2,113,100, including brokerage commissions.
The Shares owned directly by Mr. Welling represent Shares acquired upon the vesting of Restricted Stock Units granted to Mr. Welling and Shares awarded to Mr. Welling, in each case in his capacity as a director of the Issuer. Mr. Welling directly owns 7,608 Shares and 5,295 unvested Restricted Stock Units, each representing a contingent right to receive one Share.
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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 15,091,228 Shares outstanding as of April 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 May 6, 2016.
As of the close of business on June 2, 2016, none of Engaged Capital Master I, Engaged Capital I or Engaged Capital Offshore beneficially owned any Shares.
As of the close of business on June 2, 2016, Engaged Capital Master II beneficially owned 1,660,767 Shares, constituting approximately 11.0% 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 1,660,767 Shares owned by Engaged Capital Master II, constituting approximately 11.0% of the Shares outstanding.
As of the close of business on June 2, 2016, 170,000 Shares were held in the Engaged Capital Account, constituting approximately 1.1% of the Shares outstanding.
As of the close of business on June 2, 2016, Mr. Welling directly owned 7,608 Shares, constituting less than 1% of the Shares outstanding.
Engaged Capital, as the general partner and investment adviser of Engaged Capital Master II and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 1,830,767 Shares owned in the aggregate by Engaged Capital Master II and held in the Engaged Capital Account, constituting approximately 12.1% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 1,830,767 Shares owned in the aggregate by Engaged Capital Master II and held in the Engaged Capital Account, constituting approximately 12.1% 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 1,830,767 Shares owned in the aggregate by Engaged Capital Master II and held in the Engaged Capital Account, which, together with the Shares he directly owns, constitutes an aggregate of 1,838,375 Shares, constituting approximately 12.2% 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 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.
By virtue of their respective positions with the Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares held in the Engaged Capital Account.
Mr. Welling has the sole power to vote and dispose of the Shares directly owned by him.
(c) Except as otherwise disclosed herein, there have been no transactions in the securities of the Issuer by the Reporting Persons during the past sixty days. On June 1, 2016, Engaged Capital Master I engaged in a pro rata distribution of 450,039 Shares to its partners and such partners made an in-kind contribution of such Shares to Engaged Capital Master II. On May 17, 2016, Mr. Welling was awarded 5,295 unvested Restricted Stock Units, each representing a contingent right to receive one Share, in connection with his service as a director of the Issuer. On May 9, 2016, Mr. Welling was awarded 1,757 Shares in connection with his service as a director of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Item 6 is hereby amended to add the following:
On June 3, 2016, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 8 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits
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Item 7 is hereby amended to add the following exhibit:
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99.1
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Joint Filing Agreement, dated June 3, 2016.
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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: June 3, 2016
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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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