The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned (“Amendment No. 11”). This Amendment No. 11 amends the Schedule 13D as specifically set forth herein.
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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 Flagship Master and held in 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 has been previously otherwise noted. The aggregate purchase price of the 2,311,537 Shares beneficially owned by Engaged Capital Flagship Master is approximately $27,033,679, including brokerage commissions. The aggregate purchase price of the 230,982 Shares held in the Engaged Capital Account is approximately $2,775,856, 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 11,579 Shares and 1,324 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 15,329,813 Shares outstanding as of October 31, 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 November 7, 2016.
As of the close of business on March 2, 2017, Engaged Capital Flagship Master beneficially owned 2,311,537 Shares, constituting approximately 15.1% of the Shares outstanding. Each of Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship Master, may be deemed to beneficially own the 2,311,537 Shares owned by Engaged Capital Flagship Master, constituting approximately 15.1% of the Shares outstanding.
As of the close of business on March 2, 2017, 230,982 Shares were held in the Engaged Capital Account, constituting approximately 1.5% of the Shares outstanding.
As of the close of business on March 2, 2017, Mr. Welling directly beneficially owned 11,579 Shares, constituting less than 1% of the Shares outstanding.
Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 2,542,519 Shares owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 16.6% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 2,542,519 Shares owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 16.6% 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 2,542,519 Shares owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 2,554,098 Shares, constituting approximately 16.7% 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 Flagship Master, each of Engaged Capital Fund, 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 Flagship Master.
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) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days.
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: March 2, 2017
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Engaged Capital Flagship Master Fund, 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 Flagship Fund, 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 Flagship Fund, 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 During the Past Sixty Days
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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 FLAGSHIP MASTER FUND, LP
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Purchase of Common Stock
*
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6,481
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9.1771
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02/01/2017
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Purchase of Common Stock
*
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4,715
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9.2649
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02/02/2017
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Purchase of Common Stock
*
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6,000
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9.5722
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02/03/2017
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Purchase of Common Stock
*
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5,453
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9.7365
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02/06/2017
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Purchase of Common Stock
*
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9,716
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9.5423
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02/07/2017
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Purchase of Common Stock
*
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4,000
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9.4284
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02/08/2017
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Purchase of Common Stock
*
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4,100
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9.5320
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02/09/2017
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Purchase of Common Stock
*
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15,196
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9.6843
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02/10/2017
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Purchase of Common Stock
*
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11,896
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9.7336
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02/13/2017
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Purchase of Common Stock
*
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13,282
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9.7701
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02/14/2017
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Purchase of Common Stock
*
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8,000
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9.7290
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02/15/2017
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Purchase of Common Stock
*
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2,846
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9.6830
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02/16/2017
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Purchase of Common Stock
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100,000
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9.7699
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02/17/2017
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Purchase of Common Stock
*
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8,100
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9.8735
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02/21/2017
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Purchase of Common Stock
*
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12,100
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9.8197
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02/22/2017
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Purchase of Common Stock
*
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15,152
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9.8186
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02/23/2017
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Purchase of Common Stock
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13,246
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9.7473
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02/24/2017
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Purchase of Common Stock
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50,000
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9.8400
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02/27/2017
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Purchase of Common Stock
*
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6,480
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9.8990
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02/28/2017
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Purchase of Common Stock
*
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17,989
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9.6712
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03/01/2017
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Purchase of Common Stock
*
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12,000
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9.7092
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03/02/2017
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