Page 14 of 17 – SEC Filing
As of the close of business on February 28, 2018,
Engaged Capital Flagship Master beneficially owned 1,382,115 Shares, constituting approximately 1.3% 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 1,382,115 Shares beneficially owned by Engaged Capital Flagship Master, constituting approximately 1.3% of the Shares outstanding.
As of the close of business on February 28, 2018,
Engaged Capital Co-Invest VI beneficially owned 2,117,002 Shares, constituting approximately 2.0% of the Shares outstanding.
As of the close of business on February 28, 2018,
Engaged Capital Co-Invest VI-A beneficially owned 4,412,690 Shares, constituting approximately 4.2% of the Shares outstanding.
As of the close of business on February 28, 2018,
Engaged Capital Co-Invest VI-B beneficially owned 2,322,405 Shares, constituting approximately 2.2% of the Shares outstanding.
As of the close of business on February 28, 2018,
Engaged Capital Co-Invest VI-C beneficially owned 1,407,543 Shares, constituting approximately 1.4% of the Shares outstanding.
As of the close of business on February 28, 2018,
119,487 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, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest
IV-B and Engaged Capital Co-Invest VI-C and the investment adviser of the Engaged Capital Account, may be deemed to beneficially
own the 11,761,242 Shares owned in the aggregate by 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 and held in the Engaged Capital Account, constituting
approximately 11.3% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed
to beneficially own the 11,761,242 Shares owned in the aggregate 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, constituting approximately 11.3% 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 11,761,242 Shares owned in the aggregate 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, constituting approximately 11.3% of the Shares outstanding.
Each Reporting Person is a member of a “group”
with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and such group may be deemed the beneficial owner of the Shares directly owned by each of the 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 that 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 as beneficially owned by Engaged Capital
Flagship Master.
By virtue of their respective positions with Engaged
Capital Co-Invest VI, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and
dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI.
By virtue of their respective positions with Engaged
Capital Co-Invest VI-A, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote
and dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI-A.
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