Amended Statement of Beneficial Ownership (sc 13d/a)
August 20 2018 - 6:03AM
Edgar (US Regulatory)
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)
(Amendment No. 9)
1
Aqua Metals, Inc.
(Name
of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
03837J101
(CUSIP Number)
Mr.
David L. Kanen
Kanen
Wealth Management, LLC
5850
Coral Ridge Drive
,
Suite
309
Coral Springs
,
FL 33076
(631)
863-3100
ANDREW M. FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
August 17, 2018
(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
¨
.
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.
1
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
).
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1
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NAME OF REPORTING PERSON
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PHILOTIMO FUND, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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801,983
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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801,983
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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801,983
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.1%
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14
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TYPE OF REPORTING PERSON
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IA, PN
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1
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NAME OF REPORTING PERSON
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KANEN WEALTH MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO, AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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FLORIDA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,891,142
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,891,142
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,891,142
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.5%
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14
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TYPE OF REPORTING PERSON
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IA, OO
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1
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NAME OF REPORTING PERSON
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DAVID L. KANEN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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116,082
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,891,142
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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116,082
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10
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SHARED DISPOSITIVE POWER
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2,891,142
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,007,224
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.8%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 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 purchased
by Philotimo 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 transactions. The Shares purchased by KWM were purchased with the funds for the
accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of
business) in open market transactions. The Shares purchased by Mr. Kanen were purchased with personal funds (which may, at any
given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The
aggregate purchase price of the 2,089,159 Shares beneficially owned by KWM is approximately $5,682,482, including brokerage commissions.
The aggregate purchase price of the 801,983 Shares beneficially owned by Philotimo is approximately $1,972,878, including brokerage
commissions. The aggregate purchase price of the 116,082 Shares beneficially owned by Mr. Kanen is approximately $268,290, including
brokerage commissions.
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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:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 38,779,710 Shares outstanding, 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 August 8, 2018.
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(a)
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As of the close of business on August 17, 2018, Philotimo beneficially owned 801,983 Shares.
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Percentage: Approximately 2.1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 801,983
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 801,983
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(c)
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The transactions in the Shares by Philotimo since the filing of Amendment No. 8 is set forth in
Schedule A and are incorporated herein by reference.
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(a)
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As
of the close of business on August 17, 2018, KWM beneficially owned
2,089,159
Shares. KWM, as the general partner of Philotimo, may also be deemed the beneficial owner of the 801,983 Shares owned by Philotimo
.
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Percentage: Approximately 7.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote:
2,891,142
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
2,891,142
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(c)
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The transactions in the Shares by KWM since the filing of Amendment No. 8 is set forth in Schedule
A and are incorporated herein by reference.
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(a)
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As of the
close of business on August 17, 2018, Mr. Kanen directly beneficially owned 116,082 Shares. Mr. Kanen, as the managing member
of KWM, may be deemed the beneficial owner of the (i)
2,089,159
Shares owned by KWM and (ii) 801,983 Shares owned by Philotimo
.
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Percentage: Approximately 7.8%
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(b)
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1. Sole power to vote or direct vote: 116,082
2. Shared power to vote or direct vote:
2,891,142
3. Sole power to dispose or direct the disposition: 116,082
4. Shared power to dispose or direct the disposition:
2,891,142
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(c)
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Mr. Kanen has not entered into any transactions in the Shares since the filing of Amendment No.
8.
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SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: August 17, 2018
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KANEN WEALTH MANAGEMENT, LLC
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By:
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/s/ David L. Kanen
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Name:
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David L. Kanen
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Title:
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Managing Member
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PHILOTIMO FUND, LP
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By:
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Kanen Wealth Management, LLC its general partner
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By:
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/s/ David L. Kanen
|
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Name:
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David L. Kanen
|
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Title:
|
Managing Member
|
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/s/ David L. Kanen
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DAVID L. KANEN
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SCHEDULE A
Transactions in the Shares of the
Issuer Since the Filing of Amendment No. 8
Nature of the Transaction
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Amount of Shares
Purchased/(Sold)
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Price ($)
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Date of
Purchase/Sale
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PHILOTIMO
FUND, lp
Purchase of Common Stock
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275,000
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2.4749
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08/13/2018
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KANEN
WEALTH MANAGEMENT, LLC
(1)
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1,745
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--
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07/20/2018
|
Purchase of Common Stock
|
250,000
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2.4745
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08/17/2018
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(1)
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Client initiated ACAT out.
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