Page 6 of 20 – SEC Filing
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 40,685,446 shares of Common Stock outstanding as of August 1, 2017, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2017.
As of the close of business on August 30, 2017, Elliott beneficially owned 521,898 shares of Common Stock, constituting 1.3% of the shares of Common Stock outstanding.
As of the close of business on August 30, 2017, Elliott International beneficially owned 1,109,029 shares of Common Stock, constituting approximately 2.7% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 1,109,029 shares of Common Stock beneficially owned by Elliott International, constituting approximately 2.7% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA beneficially own 1,630,927 shares of Common Stock, constituting approximately 4.0% of the shares of Common Stock outstanding.
Item 5(c) is hereby amended and restated to read as follows:
(c) The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto.
Item 5(e) is hereby amended and restated to read as follows:
(e) Effective August 29, 2017, the Reporting Persons ceased to be the beneficial owners of more than more than 5% of the shares of Common Stock outstanding.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended and restated to read as follows:
On January 12, 2017 Elliott, Elliott International and EICA entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties 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 as an exhibit to the initial Schedule 13D and is incorporated herein by reference.
On March 1, 2017, an affiliate of the Reporting Persons entered into the Standstill Agreement defined and described in Item 4 of Amendment No. 2 to this Schedule 13D.
On August 28, 2017, the Reporting Persons entered into a Support Agreement with the Issuer defined and described in Item 4 above.
Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 – Stockholder Voting and Support Agreement, dated August 28, 2017.
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