Page 8 of 11 – SEC Filing
The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby
amended and restated to read as follows:
The securities owned
by Engaged Capital Flagship Master 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
has been otherwise noted. The aggregate purchase price of the 1,381,734 Shares directly beneficially owned by Engaged Capital Flagship
Master is approximately $7,703,652, including brokerage commissions. The aggregate purchase price of the 119,578 Shares held in
the Engaged Capital Account is approximately $658,982, including brokerage commissions.
Engaged Capital Flagship
Master purchased $4,496,288 principal amount of the Issuer’s 5.00% Exchangeable Senior Notes due 2021 (the “Convertible
Notes”) that are convertible to 544,674 Shares. The Engaged Capital Account purchased $503,712 principal amount of the Convertible
Notes that are convertible to 61,019 Shares. The Convertible Notes have an exercise price of approximately $8.2550 per Share,
subject to adjustment in certain circumstances, and will expire on March 1, 2021.
| 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 owned by each person named herein is based upon 33,956,021 Shares outstanding as of May
25, 2017, which is the total number of Shares outstanding as reported in the Issuer’s definitive proxy statement filed with
the Securities and Exchange Commission on May 31, 2017.
As of the close of
business on July 17, 2017, Engaged Capital Flagship Master beneficially owned 1,926,408 Shares, including 544,674 Shares issuable
upon the conversion of the Convertible Notes, constituting approximately 5.6% 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 1,926,408
Shares beneficially owned directly by Engaged Capital Flagship Master, constituting approximately 5.6% of the Shares outstanding.
As of the close of
business on July 17, 2017, 180,597 Shares were held in the Engaged Capital Account, including 61,019 Shares issuable upon the conversion
of the Convertible Notes, constituting less than 1% of the Shares outstanding.
Engaged Capital Flagship
Master and the Engaged Capital Account own Convertible Notes convertible into 544,674 Shares and 61,019 Shares, respectively.
The Convertible Notes are subject to a blocker provision that precludes the holders from converting the Convertible Notes to the
extent that the holder and its affiliates would beneficially own (as determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) in excess of 9.99% of the Shares outstanding immediately after
giving effect to such conversion. The Reporting Persons’ aggregate beneficial ownership is under 9.99% and accordingly includes
all 605,693 Shares underlying the Convertible Notes.
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