The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 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 each of Engaged Capital Flagship Master and Engaged Capital Co-Invest III and held in an account separately 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 has been previously otherwise noted. The aggregate purchase price of the 25,333 Shares beneficially owned by Engaged Capital Flagship Master is approximately $1,044,752, including brokerage commissions. The aggregate purchase price of the 61,116 Shares beneficially owned by Engaged Capital Co-Invest III is approximately $1,624,323, including brokerage commissions. The aggregate purchase price of the 3,554 Shares held in the Engaged Capital Account is approximately $92,431, including brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer
.
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Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 17,215,600 Shares outstanding as of July 22, 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 July 28, 2016.
As of the close of business on August 17, 2016, Engaged Capital Flagship Master beneficially owned 25,333 Shares, constituting less than 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 25,333 Shares owned by Engaged Capital Flagship Master, constituting less than 1% of the Shares outstanding.
As of the close of business on August 17, 2016, Engaged Capital Co-Invest III beneficially owned 61,116 Shares, constituting less than 1% of the Shares outstanding.
As of the close of business on August 17, 2016, 3,554 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.
Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master and Engaged Capital Co-Invest III and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 90,003 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest III and held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 90,003 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest III and held in the Engaged Capital Account, constituting less than 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 90,003 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest III and held in the Engaged Capital Account, constituting less than 1% 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.
Item 5(c) is hereby amended and restated to read as follows:
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 5 to the Schedule 13D.
Item 5(e) is hereby amended and restated to read as follows:
(e) As of August 16, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
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: August 18, 2016
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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 Co-Invest III, L.P.
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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 Since the Filing of Amendment No. 5 to the Schedule 13D
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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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Sale of Common Stock
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(5,602)
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52.2100
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08/12/2016
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Sale of Common Stock
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(22,520)
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52.2002
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08/12/2016
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Sale of Common Stock
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(14,650)
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52.2138
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08/15/2016
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Sale of Common Stock
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(58,634)
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52.2319
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08/16/2016
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Sale of Common Stock
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(9,853)
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52.2511
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08/16/2016
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Sale of Common Stock
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(535)
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52.1866
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08/17/2016
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Sale of Common Stock
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(104,156)
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52.1817
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08/17/2016
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Sale of Common Stock
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(33,157)
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52.2312
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08/17/2016
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Sale of Common Stock
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(22,520)
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52.1811
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08/17/2016
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ENGAGED CAPITAL CO-INVEST III, L.P.
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Sale of Common Stock
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(13,512)
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52.2100
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08/12/2016
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Sale of Common Stock
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(54,321)
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52.2002
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08/12/2016
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Sale of Common Stock
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(35,337)
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52.2138
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08/15/2016
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Sale of Common Stock
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(141,432)
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52.2319
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08/16/2016
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Sale of Common Stock
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(23,765)
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52.2511
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08/16/2016
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Sale of Common Stock
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(79,979)
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52.2312
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08/17/2016
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Sale of Common Stock
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(1,290)
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52.1866
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08/17/2016
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Sale of Common Stock
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(251,234)
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52.1817
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08/17/2016
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Sale of Common Stock
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(54,321)
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52.1811
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08/17/2016
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ENGAGED CAPITAL, LLC
(
Through the Engaged Capital Account
)
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Sale of Common Stock
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(786)
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52.2100
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08/12/2016
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Sale of Common Stock
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(3,159)
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52.2002
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08/12/2016
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Sale of Common Stock
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(2,055)
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52.2138
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08/15/2016
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Sale of Common Stock
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(1,382)
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52.2511
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08/16/2016
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Sale of Common Stock
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(8,225)
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52.2319
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08/16/2016
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Sale of Common Stock
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(14,610)
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52.1817
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08/17/2016
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Sale of Common Stock
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(4,651)
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52.2312
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08/17/2016
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Sale of Common Stock
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(3,159)
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52.1811
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08/17/2016
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Sale of Common Stock
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(75)
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52.1866
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08/17/2016
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