Page 14 of 19 – SEC Filing
The Reporting Persons do not have any present plan or proposal which would relate to or result in
any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons
intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuers financial position and investment strategy, the price levels of the Shares, conditions in the
securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate. Except to the extent restricted by the Cooperation
Agreement, such actions may include, without limitation: continuing to engage in communications with management and the Board of the Issuer; engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting
Persons investment; making proposals to the Issuer concerning changes to its capitalization, capital allocation, communications with investors, Board structure (including Board composition), operations or ownership structure, including a sale
of the Issuer as a whole or in parts; purchasing additional Shares; selling some or all of their Shares; engaging in short selling of or any hedging or similar transaction with respect to the Shares; or changing their intention with respect to any
and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported beneficially owned by each person named herein is based upon 103,719,173 Shares outstanding as
of September 6, 2017, which is the total number of Shares outstanding as reported in the Issuers annual report on Form 10-K filed with the SEC on September 13, 2017.
As of the close of business on September 27, 2017, 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 September 27,
2017, 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 September 27, 2017, Engaged Capital Co-Invest VI-A beneficially owned 4,412,690 Shares, constituting approximately 4.3% of the Shares outstanding.
As
of the close of business on September 27, 2017, 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 September 27, 2017, 119,487 Shares were held in the Engaged Capital Account,
constituting 0.1% 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 and Engaged Capital
Co-Invest IV-B and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 10,353,699 Shares owned in the aggregate by Engaged
Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A and Engaged Capital Co-Invest VI-B and held in the Engaged Capital Account, constituting approximately 9.9% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged
Capital, may be deemed to beneficially own the 10,353,699 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 held in the Engaged Capital Account,
constituting approximately 9.9% 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 10,353,699 Shares owned in the aggregate by
Engaged Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A and Engaged Capital Co-Invest VI-B and held in the Engaged Capital Account, constituting approximately 9.9% of the Shares outstanding.
