Page 13 of 17 – SEC Filing
(c) The principal business of each of Engaged
Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B and Engaged
Capital Co-Invest VI-C 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 VI, Engaged
Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, 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 VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C 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 to the Schedule 13D, 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 to the Schedule 13D, 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 VI, Engaged Capital Co-Invest
VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, 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 to the Schedule 13D is set forth therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and
restated as follows:
The Shares purchased by Engaged Capital Flagship
Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest
VI-C 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) in open market purchases, except as is, or has been, otherwise
noted. The aggregate purchase price of the 1,382,115 Shares owned by Engaged Capital Flagship Master was approximately $48,669,154,
including brokerage commissions. The aggregate purchase price of the 2,117,002 Shares owned by Engaged Capital Co-Invest VI
was approximately $76,581,198, including brokerage commissions. The aggregate purchase price of the 4,412,690 Shares owned
by Engaged Capital Co-Invest VI-A was approximately $149,343,062, including brokerage commissions. The aggregate purchase price
of the 2,322,405 Shares owned by Engaged Capital Co-Invest VI-B was approximately $79,657,919, including brokerage commissions. The
aggregate purchase price of the 1,407,543 Shares owned by Engaged Capital Co-Invest VI-C was approximately $49,079,758, including
brokerage commissions. The aggregate purchase price of the 119,487 Shares held in the Engaged Capital Account was approximately
$4,283,393, including brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and
restated to read as follows:
(a) The aggregate percentage of Shares reported
beneficially owned by each person named herein is based upon 103,918,020 Shares outstanding as of January 31, 2018, which is the
total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on February
7, 2018.
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