|
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. 3)1
Donnelley Financial Solutions, Inc.
(Name
of Issuer)
Common Stock,
par value $0.01 per share
(Title of Class of Securities)
25787G100
(CUSIP Number)
JEFFREY JACOBOWITZ
SIMCOE CAPITAL MANAGEMENT, LLC
509 Madison Avenue, Suite 2200
New York, New York 10022
(212) 448-7400
STEVE WOLOSKY, 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)
November 27, 2019
(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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
SIMCOE CAPITAL MANAGEMENT, 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
|
|
|
|
|
3,300,000
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,300,000
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
3,300,000
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
9.6%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
SIMCOE PARTNERS, L.P.
|
|
|
|
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
|
|
|
|
|
2,967,195
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,967,195
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
2,967,195
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
8.7%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
SIMCOE SELECT, L.P.
|
|
|
|
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
|
|
|
|
|
169,398
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
169,398
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
169,398
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
SIMCOE MANAGEMENT COMPANY, 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
|
|
|
|
|
3,136,593
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,136,593
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
3,136,593
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
9.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
SDR PARTNERS, LLC
|
|
|
|
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
|
|
|
|
|
163,407
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163,407
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
163,407
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
JEFFREY JACOBOWITZ
|
|
|
|
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
|
|
|
|
|
3,309,508*
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,309,508*
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
3,309,508*
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
9.6%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*Includes 9,508 restricted
stock units granted to Mr. Jacobowitz in his capacity as a director of the Issuer.
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
|
|
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 each of Simcoe Partners, Simcoe Select and SDR Partners 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. The aggregate purchase price
of the 2,967,195 Shares directly owned by Simcoe Partners is approximately $47,169,975, including brokerage commissions. The aggregate
purchase price of the 169,398 Shares directly owned by Simcoe Select is approximately $2,288,357, including brokerage commissions.
The aggregate purchase price of the 163,407 Shares directly owned by SDR Partners is approximately $2,592,109, including brokerage
commissions.
The 9,508 restricted
stock units (“RSUs”) were granted to Mr. Jacobowitz in his capacity as a director of the Issuer. The RSUs are payable
in Shares on the earlier of the first anniversary of the grant date or when Mr. Jacobowitz ceases to be a director of the Issuer.
|
|
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 person named herein is based upon 34,300,000 Shares outstanding, as of November 1, 2019, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 5, 2019.
|
|
(a)
|
As of the date hereof, Simcoe Partners directly owned 2,967,195 Shares.
|
Percentage: Approximately
8.7%
|
|
(b)
|
1. Sole power to vote or direct vote: 2,967,195
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,967,195
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transaction in the Shares by Simcoe Partners during the past sixty days is set forth in Schedule
A and is incorporated herein by reference.
|
|
|
(a)
|
As of the date hereof, Simcoe Select directly owned 169,398 Shares.
|
Percentage: Less than
1%
|
|
(b)
|
1. Sole power to vote or direct vote: 169,398
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 169,398
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transaction in the Shares by Simcoe Select during the past sixty days is set forth in Schedule
A and is incorporated herein by reference.
|
|
|
(a)
|
Simcoe Management, as the general partner of Simcoe Partners and Simcoe Select, may be deemed the
beneficial owner of the (i) 2,967,195 Shares owned by Simcoe Partners and (ii) 169,398 Shares owned by Simcoe Select.
|
Percentage: Approximately
9.1%
|
|
(b)
|
1. Sole power to vote or direct vote: 3,136,593
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,136,593
|
4. Shared power to dispose or direct the
disposition: 0
|
|
(c)
|
Simcoe Management has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Simcoe Partners and Simcoe Select during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
As of the date hereof, SDR Partners directly owned 163,407 Shares.
|
Percentage: Less than
1%
|
|
(b)
|
1. Sole power to vote or direct vote: 163,407
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 163,407
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transaction in the Shares by SDR Partners during the past sixty days is set forth in Schedule
A and is incorporated herein by reference.
|
|
|
(a)
|
Simcoe Capital, as the investment manager to each of Simcoe Partners, Simcoe Select and SDR Partners,
may be deemed the beneficial owner of the (i) 2,967,195 Shares owned by Simcoe Partners, (ii) 169,398 Shares owned by Simcoe Select
and (iii) 163,407 Shares owned by SDR Partners.
|
Percentage: Approximately
9.6%
|
|
(b)
|
1. Sole power to vote or direct vote: 3,300,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,300,000
|
4. Shared power to dispose or direct the
disposition: 0
|
|
(c)
|
Simcoe Capital has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Simcoe Partners, Simcoe Capital and SDR Partners during the past sixty days
are set forth in Schedule A and are incorporated herein by reference.
|
|
|
(a)
|
Mr. Jacobowitz, as Managing Member of each of Simcoe Management and Simcoe Capital, may be deemed
the beneficial owner of the (i) 2,967,195 Shares owned by Simcoe Partners, (ii) 169,398 Shares owned by Simcoe Select and (iii)
163,407 Shares owned by SDR Partners. Mr. Jacobowitz has also been granted 9,508 RSUs in his capacity as a director of the Issuer,
which are payable in Shares on the earlier of the first anniversary of the grant date or when Mr. Jacobowitz ceases to be a director
of the Issuer.
|
Percentage: Approximately
9.6%
|
|
(b)
|
1. Sole power to vote or direct vote: 3,309,508
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,309,508
|
4. Shared power to dispose or direct the
disposition: 0
|
|
(c)
|
Mr. Jacobowitz has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Simcoe Partners, Simcoe Select and SDR Partners during the past sixty days
are set forth in Schedule A and are incorporated herein by reference.
|
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 Securities Exchange
Act of 1934, as amended, 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.
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: December 2, 2019
|
|
Simcoe Partners, L.P.
|
|
|
|
|
|
By:
|
Simcoe Management Company, LLC
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey Jacobowitz
|
|
|
|
Name:
|
Jeffrey Jacobowitz
|
|
|
|
Title:
|
Managing Member
|
|
|
SIMCOE SELECT, L.P.
|
|
|
|
|
|
By:
|
Simcoe Management Company, LLC
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey Jacobowitz
|
|
|
|
Name:
|
Jeffrey Jacobowitz
|
|
|
|
Title:
|
Managing Member
|
|
|
Simcoe Management Company, LLC
|
|
|
|
|
|
By:
|
/s/ Jeffrey Jacobowitz
|
|
|
|
Name:
|
Jeffrey Jacobowitz
|
|
|
|
Title:
|
Managing Member
|
|
|
SDR Partners, LLC
|
|
|
|
|
|
By:
|
Simcoe Capital Management, LLC
Investment Manager
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey Jacobowitz
|
|
|
|
Name:
|
Jeffrey Jacobowitz
|
|
|
|
Title:
|
Managing Member
|
|
|
Simcoe Capital Management, LLC
|
|
|
|
|
|
By:
|
/s/ Jeffrey Jacobowitz
|
|
|
|
Name:
|
Jeffrey Jacobowitz
|
|
|
|
Title:
|
Managing Member
|
|
|
/s/ Jeffrey Jacobowitz
|
|
|
Jeffrey Jacobowitz
|
SCHEDULE A
Transactions in the Shares During
the Past Sixty Days
|
Shares of Common Stock
Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
Simcoe
Partners, L.P.
|
259,228
|
9.9332
|
11/27/2019
|
Simcoe
SELECT, L.P.
SDR
PArtners, LLC
|
