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
|
|
NAME OF REPORTING PERSON
|
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|
VIEX Opportunities Fund, LP – Series One*
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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|
(b) ☐
|
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|
|
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3
|
|
SEC USE ONLY
|
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|
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|
4
|
|
SOURCE OF FUNDS
|
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|
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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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|
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DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,659,818
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,659,818
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,659,818
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
|
|
|
|
2.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
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|
PN
|
|
* This Series One is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.
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1
|
|
NAME OF REPORTING PERSON
|
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|
VIEX Opportunities Fund, LP – Series Two*
|
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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|
(b) ☐
|
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|
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3
|
|
SEC USE ONLY
|
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|
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|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
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|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
483,169**
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
483,169**
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
483,169**
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* This Series Two is part of a series of VIEX Opportunities Fund,
LP, a Delaware series limited partnership.
** Includes 150,900 Shares underlying call options currently exercisable
as further described in Item 6.
|
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|
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|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Special Opportunities Fund II, LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,074,948*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,074,948*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,074,948*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*Includes 155,900 Shares underlying call options currently exercisable
as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Special Opportunities Fund III, LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
487,654*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
487,654*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
487,654*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*Includes 216,300 Shares underlying call options currently exercisable
as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX GP, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,142,987*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,142,987*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,142,987*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.8%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* Includes 150,900 Shares underlying call options currently exercisable
as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Special Opportunities GP II, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,074,948*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,074,948*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,074,948*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
*Includes 155,900 Shares underlying call options currently exercisable
as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Special Opportunities GP III, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
487,654*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
487,654*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
487,654*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* Includes 216,300 Shares underlying call options currently exercisable
as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Capital Advisors, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
5,705,589*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,705,589*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,705,589*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
* Includes 523,100 Shares underlying call options currently exercisable
as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Eric Singer
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
5,705,589*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,705,589*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,705,589*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Includes 523,100 Shares underlying call options currently exercisable
as further described in Item 6.
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 amends the
Schedule 13D as specifically set forth herein.
|
Item 2.
|
Identity and Background
.
|
Item 2 is hereby amended
and restated to read as follows:
|
(a)
|
This statement is filed by:
|
|
(i)
|
VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities
Fund, LP, a Delaware series limited partnership, with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
VIEX Opportunities Fund, LP – Series Two (“Series Two”), a series of VIEX Opportunities,
with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
VIEX Special Opportunities Fund II, LP (“VSO II”), a Delaware limited partnership,
with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
VIEX Special Opportunities Fund III, LP (“VSO III”), a Delaware limited partnership,
with respect to the Shares directly and beneficially owned by it;
|
|
(v)
|
VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company, as the general partner
of Series One;
|
|
(vi)
|
VIEX Special Opportunities GP II, LLC (“VSO GP II”), a Delaware limited liability company,
as the general partner of VSO II;
|
|
(vii)
|
Viex Special Opportunities GP III, LLC (“VSO GP III”), a Delaware limited liability
company, as the general partner of VSO III;
|
|
(viii)
|
VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company,
as the investment manager of each of Series One, Series Two, VSO II and VSO III; and
|
|
(ix)
|
Eric Singer, as managing member of each of VIEX GP, VSO GP II and VSO GP III, and VIEX Capital.
|
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 the Reporting Persons is 150 East 52
nd
Street, 3
rd
Floor, New
York, New York 10022.
(c) The
principal business of Series One, Series Two, VSO II and VSO III is investing in securities. The principal business of VIEX GP
is acting as the general partner of Series One. The principal business of VSO GP II is acting as the general partner of VSO II.
The principal business of VSO GP III is acting as the general partner of VSO III. The principal business of VIEX Capital is serving
as the investment manager to Series One, Series Two, VSO II and VSO III. The principal occupation of Mr. Singer is serving as the
managing member of each of VIEX GP, VSO GP II, VSO GP III and VIEX Capital.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person 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) Each
of Series One, Series Two, VSO II, VSO III, VIEX GP, VSO GP II, VSO GP III and VIEX Capital is organized under the laws of the
State of Delaware. Mr. Singer is a citizen of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by Series One 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, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 1,659,818 Shares beneficially owned by Series One is approximately $10,599,104,
including brokerage commissions.
The Shares purchased
by Series Two 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, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 332,269 Shares beneficially owned by Series Two is approximately $2,151,393,
including brokerage commissions. The aggregate purchase price of the 150,900 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by Series Two is approximately $605,109, including brokerage commissions.
The Shares purchased
by VSO II 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, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 3,074,948 Shares beneficially owned by VSO II is approximately $20,197,415,
including brokerage commissions. The aggregate purchase price of the 155,900 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by VSO II is approximately $575,000, including brokerage commissions.
The Shares purchased
by VSO III 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, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 271,354 Shares beneficially owned by VSO III is approximately $1,682,368,
including brokerage commissions. The aggregate purchase price of the 216,300 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by VSO III is approximately $788,445, including brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Items 5(a)-(c) are
hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 75,634,696 Shares outstanding, which is the total number of Shares
outstanding as of April 30, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on May 8, 2019.
|
(a)
|
As of the close of business on June 4, 2019, Series One beneficially owned 1,659,818 Shares.
|
Percentage: Approximately
2.2%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,659,818
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,659,818
|
|
(c)
|
The transactions in the Shares by Series One during the past 60 days are set forth in Schedule A and are incorporated herein
by reference.
|
|
(a)
|
As of the close of business on June 4, 2019, Series Two beneficially owned 483,169 Shares, including
150,900 Shares underlying call options currently exercisable.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 483,169
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 483,169
|
|
(c)
|
The transactions in the Shares by Series Two during the past 60 days are set forth in Schedule A and are incorporated herein
by reference.
|
|
(a)
|
As of the close of business on June 4, 2019, VSO II beneficially owned 3,074,948 Shares, including
155,900 Shares underlying call options currently exercisable.
|
Percentage: Approximately
4.1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,074,948
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,074,948
|
|
(c)
|
The transactions in the Shares by VSO II during the past 60 days are set forth in Schedule A and are incorporated herein by
reference.
|
|
(a)
|
As of the close of business on June 4, 2019, VSO III beneficially owned 487,654 Shares, including
216,300 Shares underlying call options currently exercisable.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 487,654
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 487,654
|
|
(c)
|
The transactions in the Shares by VSO III during the past 60 days are set forth in Schedule A and
are incorporated herein by reference.
|
|
(a)
|
VIEX GP, as the general partner of each of Series One and Series Two, may be deemed the beneficial
owner of the (i) 1,659,818 Shares beneficially owned by Series One and (ii) 483,169 Shares, including 150,900 Shares underlying
call options currently exercisable beneficially owned by Series Two.
|
Percentage: Approximately
2.8%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,142,987
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,142,987
|
|
(c)
|
VIEX GP has not entered into any transactions in the Shares during the past 60 days. The transactions
in the shares on behalf of each of Series One and Series Two during the past 60 days are set forth in Schedule A and are incorporated
herein by reference.
|
|
(a)
|
VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 3,074,948
Shares, including 155,900 Shares underlying call options currently exercisable beneficially owned by VSO II.
|
Percentage: Approximately
4.1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,074,948
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,074,948
|
|
(c)
|
VSO GP II has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of VSO II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 487,654
Shares, including 216,300 shares underlying call options currently exercisable beneficially owned by VSO III.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 487,654
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 487,654
|
|
(c)
|
VSO GP III has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of VSO III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
VIEX Capital, as the investment manager of Series One, Series Two, VSO II and VSO III, may be deemed
the beneficial owner of the (i) 1,659,818 Shares beneficially owned by Series One, (ii) 483,169 Shares, including 150,900 Shares
underlying call options currently exercisable beneficially owned by Series Two, (iii) 3,074,948 Shares, including 155,900 Shares
underlying call options currently exercisable beneficially owned by VSO II and (iv) 487,654 Shares, including 216,300 shares underlying
call options currently exercisable beneficially owned by VSO III.
|
Percentage: Approximately
7.5%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,705,589
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,705,589
|
|
(c)
|
VIEX Capital has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of each of Series One, Series Two, VSO II and VSO III during the past 60 days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
Mr. Singer, as the managing member of VIEX GP, VSO GP II, VSO GP III and VIEX Capital, may be deemed
the beneficial owner of the (i) 1,659,818 Shares beneficially owned by Series One, (ii) 483,169 Shares, including 150,900 Shares
underlying call options currently exercisable beneficially owned by Series Two, (iii) 3,074,948 Shares, including 155,900 Shares
underlying call options currently exercisable beneficially owned by VSO II and (iv) 487,654 Shares, including 216,300 shares underlying
call options currently exercisable beneficially owned by VSO III.
|
Percentage: Approximately
7.5%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,705,589
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,705,589
|
|
(c)
|
Mr. Singer has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of each of Series One, Series Two, VSO II and VSO III during the past 60 days are set forth in Schedule
A and are incorporated herein by reference.
|
The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
Item 6.
|
Interest in Securities of the Issuer
.
|
Item 6 is hereby by
amended to add the following:
Series Two has purchased
in over-the-counter market American-style call options referencing an aggregate of 150,900 Shares, which have an exercise price
of $2.50 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO II has purchased
in over-the-counter market American-style call options referencing an aggregate of 150,000 Shares, which have an exercise price
of $2.50 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO II has purchased
in over-the-counter market American-style call options referencing an aggregate of 5,900 Shares, which have an exercise price of
$5.00 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO II has purchased
in over-the-counter market American-style call options referencing an aggregate of 5,800 Shares, which have an exercise price of
$5.00 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO II has sold in
over-the-counter market American-style put options referencing an aggregate of 111,700 Shares, which have an exercise price of
$5.00 and expire on August 16, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO II has sold in
over-the-counter market American-style put options referencing an aggregate of 1,422,900 Shares, which have an exercise price of
$7.50 and expire on August 16, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO II has sold in
over-the-counter market American-style put options referencing an aggregate of 200,000 Shares, which have an exercise price of
$7.50 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO III has purchased
in over-the-counter market American-style call options referencing an aggregate of 210,500 Shares, which have an exercise price
of $2.50 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO III has purchased
in over-the-counter market American-style call options referencing an aggregate of 5,800 Shares, which have an exercise price of
$5.00 and expire on November 15, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is hereby amended
to add the following exhibit:
|
99.1
|
Joint Filing Agreement by and among VIEX Opportunities Fund, LP – Series One, VIEX Opportunities
Fund, LP – Series Two, VIEX Special Opportunities Fund II, LP, VIEX Special Opportunities Fund III, LP, VIEX GP, LLC, VIEX
Special Opportunities GP II, LLC, VIEX Special Opportunities GP III, LLC, VIEX Capital Advisors, LLC and Eric Singer, dated June
4, 2019.
|
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 4, 2019
|
VIEX Opportunities Fund, LP – Series One
|
|
|
|
By:
|
VIEX GP, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Opportunities Fund, LP – Series Two
|
|
|
|
By:
|
VIEX GP, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX GP, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities Fund II, LP
|
|
|
|
By:
|
VIEX Special Opportunities GP II, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities GP II, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities Fund III, LP
|
|
|
|
By:
|
VIEX Special Opportunities GP III, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities GP III, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Capital Advisors, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
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/s/ Eric Singer
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Eric Singer
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SCHEDULE A
Transactions in the Securities
of the Issuer During the Past 60 Days
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
VIEX
opportunities fund, LP – Series one
Purchase of Common Stock
|
7,356
|
6.9700
|
04/05/2019
|
Purchase of Common Stock
|
12,156
|
6.9656
|
04/08/2019
|
Purchase of Common Stock
|
12,522
|
6.9317
|
04/08/2019
|
Purchase of Common Stock
|
7,356
|
6.8500
|
04/10/2019
|
Sale of Common Stock
|
(2,973)
|
7.0268
|
04/22/2019
|
Sale of Common Stock
|
(18,390)
|
7.0127
|
04/23/2019
|
Sale of Common Stock
|
(10,217)
|
7.1082
|
04/24/2019
|
Purchase of Common Stock
|
604
|
6.2100
|
04/25/2019
|
Sale of Common Stock
|
(1,661)
|
7.1870
|
04/25/2019
|
VIEX
special opportunities fund ii, LP
Purchase of Common Stock
|
10,644
|
6.9700
|
04/05/2019
|
Purchase of Common Stock
|
17,589
|
6.9656
|
04/08/2019
|
Purchase of Common Stock
|
18,118
|
6.9317
|
04/08/2019
|
Purchase of Common Stock
|
10,644
|
6.8500
|
04/10/2019
|
Sale of Common Stock
|
(4,301)
|
7.0268
|
04/22/2019
|
Sale of Common Stock
|
(26,610)
|
7.0127
|
04/23/2019
|
Sale of Common Stock
|
(14,783)
|
7.1082
|
04/24/2019
|
Purchase of Common Stock
|
875
|
6.2100
|
04/25/2019
|
Sale of Common Stock
|
(2,404)
|
7.1870
|
04/25/2019
|
Sale of November 2019 Put Option ($7.50 Strike Price)
1
|
(2,000)
|
1.0750
|
04/29/2019
|
Purchase of Common Stock
|
40,000
|
6.4316
|
05/08/2019
|
Purchase of Common Stock
|
25,000
|
6.2661
|
05/13/2019
|
Assignment of August 2019 Put Option
2
|
7,700
|
7.5000
|
05/14/2019
|
Purchase of Common Stock
|
35,232
|
6.2580
|
05/15/2019
|
Purchase of Common Stock
|
80,000
|
6.4776
|
05/16/2019
|
Purchase of Common Stock
|
25,000
|
6.3652
|
05/17/2019
|
Purchase of Common Stock
|
59,242
|
6.3584
|
05/21/2019
|
Purchase of Common Stock
|
24,384
|
6.2498
|
05/23/2019
|
Purchase of Common Stock
|
27,994
|
6.1952
|
05/24/2019
|
Purchase of Common Stock
|
50,000
|
5.9500
|
06/03/2019
|
Purchase of Common Stock
|
110,033
|
5.9961
|
06/03/2019
|
Purchase of Common Stock
|
25,000
|
6.0800
|
06/04/2019
|
Purchase of Common Stock
|
7,802
|
6.0900
|
06/04/2019
|
Purchase of November 2019 Call Option ($2.50 Strike Price)
3
|
1,500
|
3.7700
|
06/04/2019
|
Purchase of November 2019 Call Option ($5.00 Strike Price)
3
|
59
|
1.3500
|
06/04/2019
|
VIEX
Special Opportunities Fund III, LP
Purchase of Common Stock
|
4,906
|
6.0273
|
05/31/2019
|
Purchase of November 2019 Call Option ($2.50 Strike Price)
3
|
1,105
|
3.6964
|
05/31/2019
|
Purchase of Common Stock
|
80,062
|
6.2374
|
05/28/2019
|
Purchase of Common Stock
|
75,000
|
6.1919
|
05/29/2019
|
Purchase of Common Stock
|
111,386
|
6.1734
|
05/30/2019
|
Purchase of November 2019 Call Option ($2.50 Strike Price)
3
|
1,000
|
3.7000
|
05/30/2019
|
Purchase of November 2019 Call Option ($5.00 Strike Price)
3
|
58
|
1.3500
|
05/31/2019
|
VIEX
opportunities fund, LP – Series TWO
Purchase of Common Stock
|
10,000
|
6.1800
|
04/26/2019
|
Purchase of Common Stock
|
154,335
|
6.5806
|
04/26/2019
|
Purchase of November 2019 Call Option $(2.50 Strike Price)
3
|
832
|
4.0000
|
04/26/2019
|
Purchase of Common Stock
|
12,176
|
6.3882
|
04/30/2019
|
Purchase of Common Stock
|
18,000
|
6.3473
|
05/01/2019
|
Purchase of Common Stock
|
3,200
|
6.3187
|
05/02/2019
|
Purchase of November 2019 Call Option $(2.50 Strike Price)
3
|
677
|
4.0000
|
05/02/2019
|
Purchase of Common Stock
|
3,788
|
6.4422
|
05/03/2019
|
Purchase of Common Stock
|
43,605
|
6.4283
|
05/06/2019
|
Purchase of Common Stock
|
50,000
|
6.4000
|
05/07/2019
|
Purchase of Common Stock
|
25,140
|
6.3720
|
05/07/2019
|
Purchase of Common Stock
|
12,025
|
6.1490
|
05/14/2019
|