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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Engaged Capital Flagship Master 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
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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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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|
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BENEFICIALLY
|
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903,276
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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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|
- 0 -
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PERSON WITH
|
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9
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SOLE DISPOSITIVE POWER
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|
|
|
|
|
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|
|
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903,276
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|
10
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SHARED DISPOSITIVE POWER
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|
|
|
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- 0 -
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
903,276
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|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.2%
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|
14
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TYPE OF REPORTING PERSON
|
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PN
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1
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NAME OF REPORTING PERSON
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Engaged Capital Co-Invest VIII, 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
|
|
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
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
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|
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DELAWARE
|
|
NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
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BENEFICIALLY
|
|
|
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720,608
|
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OWNED BY
|
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8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
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PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
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|
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720,608
|
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|
10
|
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SHARED DISPOSITIVE POWER
|
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|
|
|
|
|
|
|
|
|
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|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
|
|
|
|
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720,608
|
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|
12
|
|
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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2.5%
|
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Engaged Capital Flagship Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
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|
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DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
903,276
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
903,276
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
903,276
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
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|
|
|
|
|
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|
|
|
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|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Engaged Capital Flagship Fund, Ltd.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
903,276
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
903,276
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
903,276
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Engaged Capital, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,711,020
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,711,020
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,711,020
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Engaged Capital Holdings, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,711,020
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,711,020
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,711,020
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Glenn W. Welling
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,711,020
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,711,020
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,711,020
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
|
This statement relates
to the common stock, $0.33 1/3 par value per share (the “Shares”), of Apogee Enterprises, Inc., a Minnesota corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 4400 West 78
th
Street, Suite
520, Minneapolis, Minnesota 55435.
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Item 2.
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Identity and Background.
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(a)
This
statement is filed by:
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(i)
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Engaged Capital Flagship Master Fund, LP (“Engaged Capital Flagship Master”), a Cayman
Islands exempted limited partnership, with respect to the Shares directly and beneficially owned by it;
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(ii)
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Engaged
Capital Co-Invest VIII, LP, a Delaware limited partnership (“Engaged Capital Co-Invest VIII”), with respect to the
Shares directly and beneficially owned by it;
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(iii)
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Engaged Capital Flagship Fund, LP (“Engaged Capital Fund”), a Delaware limited partnership,
as a feeder fund of Engaged Capital Flagship Master;
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(iv)
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Engaged Capital Flagship Fund, Ltd. (“Engaged Capital Offshore”), a Cayman Islands
exempted company, as a feeder fund of Engaged Capital Flagship Master;
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(v)
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Engaged Capital, LLC, a Delaware limited liability company (“Engaged Capital”), as
the general partner and investment adviser of each of Engaged Capital Flagship Master and Engaged Capital Co-Invest VIII and the
investment adviser of a certain managed account (the “Engaged Capital Account”);
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(vi)
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Engaged Capital Holdings, LLC, a Delaware limited liability company (“Engaged Holdings”),
as the managing member of Engaged Capital; and
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(vii)
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Glenn W. Welling, as the Founder and Chief Investment Officer (“CIO”) of Engaged Capital
and the sole member of Engaged Holdings.
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Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b)
The
address of the principal office of each of Engaged Capital Flagship Master and Engaged Capital Offshore is c/o Conyers Trust Company
(Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The address of the principal
office of each of Engaged Capital Co-Invest VIII, Engaged Capital Fund, Engaged Capital, Engaged Holdings and Mr. Welling is 610
Newport Center Drive, Suite 250, Newport Beach, California 92660. The officers and directors of Engaged Capital Offshore and their
principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.
(c)
The
principal business of each of Engaged Capital Flagship Master and Engaged Capital Co-Invest VIII is investing in securities. Each
of Engaged Capital Fund and Engaged Capital Offshore is a private investment partnership that serves as a feeder fund of Engaged
Capital Flagship Master. Engaged Capital is a registered investment advisor and serves as the investment adviser to each of Engaged
Capital Flagship Master, Engaged Capital Co-Invest VIII, Engaged Capital Fund, Engaged Capital Offshore and the Engaged Capital
Account. Engaged Capital is also the general partner of each of Engaged Capital Flagship Master, Engaged Capital Co-Invest VIII
and Engaged Capital Fund. Engaged Holdings serves as the managing member of Engaged Capital. Mr. Welling is the Founder and CIO
of Engaged Capital, the sole member of Engaged Holdings and a director of Engaged Capital Offshore.
(d)
No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e)
No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f)
Engaged
Capital Flagship Master and Engaged Capital Offshore are organized under the laws of the Cayman Islands. Engaged Capital Co-Invest
VIII, Engaged Capital Fund, Engaged Capital and Engaged Holdings are organized under the laws of the State of Delaware. Mr. Welling
is a citizen of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.
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Item 3.
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Source and Amount of Funds or Other Consideration
.
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The Shares purchased
by each of Engaged Capital Flagship Master and Engaged Capital Co-Invest VIII 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).
The aggregate purchase price of the 903,276 Shares beneficially owned by Engaged Capital Flagship Master is approximately $39,253,009,
including brokerage commissions. The aggregate purchase price of the 720,608 Shares beneficially owned by Engaged Capital Co-Invest
VIII is approximately $30,328,286, including brokerage commissions. The aggregate purchase price of the 87,136 Shares held in
the Engaged Capital Account is approximately $3,771,192, including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. The Reporting Persons believe that the Issuer owns several market leading businesses that are differentiated
in their respective industries and are attractive, high quality assets. The Reporting Persons believe that market participants
do not appreciate that the Issuer’s businesses are significantly better positioned today than in the past as cost reductions
have resulted in improved profitability and diversification efforts have positively altered the Issuer’s business mix into
more attractive end markets with reduced cyclicality and appealing growth potential. The Reporting Persons believe that the Shares
trade at a substantial valuation discount to fair value, both to a broad set of building products and construction-related peers,
and to the Issuer’s own historical valuation multiples. The Reporting Persons believe that the current valuation discount
is unwarranted due to the Issuer’s high quality assets, potential earnings growth, and strong balance sheet and believe that
the Shares offer a positively skewed risk-reward investment opportunity at current prices. The Reporting Persons have discussed, and intend to continue to discuss, with the Issuer’s management
team and Board of Directors (the “Board”) ways to potentially improve the Issuer’s capital allocation practices,
operational improvement plans, growth initiatives, investor communications, portfolio optimization and corporate governance, among
other topics, all of which the Reporting Persons believe will help close the Issuer’s valuation gap.
Depending upon overall market
conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would
make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the
Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise,
on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels
of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of
the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes
to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts,
Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of
their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their
intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer
.
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(a)
The aggregate
percentage of Shares reported owned by each person named herein is based upon 28,417,366 Shares outstanding as of January 10,
2018, 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 January 11, 2018.
As of the close of
business on April 16, 2018, Engaged Capital Flagship Master beneficially owned 903,276 Shares, constituting approximately 3.2%
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 903,276 Shares owned by Engaged Capital Flagship Master, constituting approximately
3.2% of the Shares outstanding.
As of the close of
business on April 16, 2018, Engaged Capital Co-Invest VIII beneficially owned 720,608 Shares, constituting approximately 2.5% of
the Shares outstanding.
As of the close of
business on April 16, 2018, 87,136 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 VIII and the investment
adviser of the Engaged Capital Account, may be deemed to beneficially own the 1,711,020 Shares owned in the aggregate by Engaged
Capital Flagship Master and Engaged Capital Co-Invest VIII and held in the Engaged Capital Account, constituting approximately
6.0% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own
the 1,711,020 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest VIII and held in
the Engaged Capital Account, constituting approximately 6.0% 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 1,711,020 Shares owned in the aggregate
by Engaged Capital Flagship Master and Engaged Capital Co-Invest VIII and held in the Engaged Capital Account, constituting approximately
6.0% 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 (the “Exchange Act”), may be deemed the beneficial owner of the Shares directly owned by the
other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons
are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not
directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that
he or it does not directly own.
(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 Engaged Capital Co-Invest VIII, each of 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 Co-Invest VIII.
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.
(c)
Schedule
B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such
transactions were effected in the open market.
(d)
No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
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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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On April 17, 2018
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons 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. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits
.
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99.1
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Joint Filing Agreement, dated April 17, 2018.
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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: April 17, 2018
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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 VIII, 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:
|
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:
|
Glenn W. Welling
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Title:
|
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
Directors and Officers of Engaged
Capital Flagship Fund, Ltd.
Name and Position
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Principal Occupation
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Principal Business Address
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Citizenship
|
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Glenn W. Welling
Director
*
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Mark John Cook
Director
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Company Director
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3rd Floor, Harbour Centre
George Town, Grand Cayman
Cayman Islands
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Australia
|
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Mark Victor Murray
Director
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Company Director
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2F Landmark Square
64 Earth Close
Seven Mile Beach
Grand Cayman
Cayman Islands
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United Kingdom & British Overseas Territory Citizen (Cayman Islands)
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*
Mr.
Welling is a Reporting Person and, as such, the information with respect to Mr. Welling called for by Item 2 of Schedule 13D is
set forth therein.
SCHEDULE B
Transactions in Securities
of the Issuer During the Past 60 Days
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Engaged
Capital Flagship Master Fund, LP
Purchase of Common Stock
|
8,373
|
38.9576
|
04/12/2018
|
Purchase of Common Stock
|
111,750
|
38.5101
|
04/12/2018
|
Purchase of Common Stock
|
72,625
|
39.9063
|
04/13/2018
|
Purchase of Common Stock
|
18,911
|
39.9318
|
04/13/2018
|
Purchase of Common Stock
|
10,875
|
40.5666
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04/16/2018
|
Purchase of Common Stock
|
26,075
|
40.9895
|
04/16/2018
|
Engaged
Capital Co-Invest VIII, LP
Purchase of Common Stock
|
70,200
|
43.0128
|
02/14/2018
|
Purchase of Common Stock
|
3,286
|
43.6651
|
02/15/2018
|
Purchase of Common Stock
|
19,300
|
44.2836
|
02/20/2018
|
Purchase of Common Stock
|
50,000
|
44.5882
|
02/27/2018
|
Purchase of Common Stock
|
30,000
|
43.6594
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02/28/2018
|
Purchase of Common Stock
|
19,767
|
42.8029
|
03/01/2018
|
Purchase of Common Stock
|
15,700
|
43.2081
|
03/01/2018
|
Purchase of Common Stock
|
4,401
|
42.9878
|
03/02/2018
|
Purchase of Common Stock
|
41,600
|
43.8493
|
03/02/2018
|
Purchase of Common Stock
|
14,864
|
44.1939
|
03/05/2018
|
Purchase of Common Stock
|
6,400
|
43.9563
|
03/05/2018
|
Purchase of Common Stock
|
100
|
44.1700
|
03/06/2018
|
Purchase of Common Stock
|
8,226
|
42.8083
|
03/23/2018
|
Purchase of Common Stock
|
700
|
42.9950
|
03/28/2018
|
Purchase of Common Stock
|
16,500
|
42.5501
|
04/02/2018
|
Purchase of Common Stock
|
9,400
|
42.8332
|
04/03/2018
|
Purchase of Common Stock
|
100,000
|
41.1122
|
04/04/2018
|
Purchase of Common Stock
|
111,000
|
42.1359
|
04/05/2018
|
Purchase of Common Stock
|
19,562
|
41.8950
|
04/06/2018
|
Purchase of Common Stock
|
20,000
|
42.4097
|
04/06/2018
|
Purchase of Common Stock
|
27,035
|
41.9865
|
04/09/2018
|
Purchase of Common Stock
|
8,947
|
41.9425
|
04/11/2018
|
Purchase of Common Stock
|
123,620
|
38.9576
|
04/12/2018
|
Engaged
Capital, LLC
(
Through
the Engaged Capital Account
)
Purchase of Common Stock
|
807
|
38.9576
|
04/12/2018
|
Purchase of Common Stock
|
14,118
|
38.5101
|
04/12/2018
|
Purchase of Common Stock
|
1,935
|
39.9318
|
04/13/2018
|
Purchase of Common Stock
|
7,017
|
39.9063
|
04/13/2018
|
Purchase of Common Stock
|
1,029
|
40.5666
|
04/16/2018
|
Purchase of Common Stock
|
2,507
|
40.9895
|
04/16/2018
|