Page 15 of 19 – SEC Filing
Each Reporting Person is a member of a group with the other Reporting Persons for
purposes of Section 13(d)(3) of 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.
By virtue of their respective positions with
Engaged Capital Co-Invest VI-B, 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-B.
By virtue of their respective positions with the Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may
be deemed to have sole power to vote and dispose of the Shares held in the Engaged Capital Account.
(c) On August 22, 2017, the
counterparty exercised the over-the-counter market European-style put options referencing an aggregate of 182,000 Shares with an exercise price of $5 per Share that had
been sold by Engaged Capital Flagship Master and Engaged Capital Flagship Master acquired such Shares. In addition, on August 22, 2017, the counterparty exercised the
over-the-counter market European-style put options referencing an aggregate of 2,128,349 Shares with an exercise price of $5 per Share that had been sold by Engaged
Capital Co-Invest VI-A and Engaged Capital Co-Invest VI-A acquired such Shares. Other
than as disclosed in this Schedule 13D, as amended, there have been no transactions in Shares during the sixty days prior to the date hereof by any of the Reporting Persons.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated as follows:
The disclosure in Item 4 regarding the Cooperation Agreement is incorporated by reference herein.
The Cooperation Agreement is incorporated by reference as Exhibit 99.2 to this Amendment No. 1 and is incorporated by reference herein.
The disclosure in Item 5(c) regarding the exercise of certain
over-the-counter market European-style put options is incorporated by reference herein.
