Page 8 of 10 – SEC Filing
The following constitutes
Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 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 1,363,117 Shares directly beneficially owned by Engaged Capital Flagship
Master is approximately $7,598,263, including brokerage commissions. The aggregate purchase price of the 118,108 Shares held in
the Engaged Capital Account is approximately $650,881, including brokerage commissions.
Engaged Capital Flagship
Master purchased $1,373,094 principal amount of the Issuer’s 5.00% Exchangeable Senior Notes due 2021 (the “Convertible
Notes”) that are convertible to 166,334 Shares. The Engaged Capital Account purchased $126,906 principal amount of the Convertible
Notes that are convertible to 15,373 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. |
Item 5 is hereby amended
and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 34,036,978 Shares outstanding as of July
31, 2017, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed
with the Securities and Exchange Commission on August 4, 2017.
As of the close of
business on November 6, 2017, Engaged Capital Flagship Master beneficially owned 1,529,451 Shares, including 166,334 Shares issuable
upon the conversion of the Convertible Notes, constituting approximately 4.5% 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 1,529,451
Shares beneficially owned directly by Engaged Capital Flagship Master, constituting approximately 4.5% of the Shares outstanding.
As of the close of
business on November 6, 2017, 133,481 Shares were held in the Engaged Capital Account, including 15,373 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 166,334 Shares and 15,373 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 181,707 Shares underlying the Convertible Notes.
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