Page 9 of 10 – SEC Filing
Engaged Capital, as
the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of the Engaged Capital
Account, may be deemed to beneficially own the 1,662,932 Shares directly beneficially owned in the aggregate by Engaged Capital
Flagship Master and held in the Engaged Capital Account, constituting approximately 4.9% of the Shares outstanding. Engaged Holdings,
as the managing member of Engaged Capital, may be deemed to beneficially own the 1,662,932 Shares directly beneficially owned in
the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 4.9% 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 1,662,932 Shares directly beneficially owned in the aggregate by Engaged Capital Flagship Master and held
in the Engaged Capital Account, constituting approximately 4.9% of the Shares outstanding.
Each of the Reporting
Persons, as a member of a “group” with the other Reporting Persons for purposes of the Exchange Act, may be deemed
to beneficially own the securities of the Issuer beneficially owned by the other 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 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 owned
by Engaged Capital Flagship Master.
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) Except
as set forth in this paragraph, there were no transactions in the securities of the Issuer by the Reporting Persons during the
past 60 days. On November 2, 2017, Engaged Capital Flagship Master and the Engaged Capital Account sold, at $47.2783 above the
stated price, $1,292,500 principal amount and $207,500 principal amount, respectively, of the Convertible Notes, which are convertible
to 156,571 Shares and 25,136 Shares, respectively. On November 3, 2017, Engaged Capital Flagship Master and the Engaged Capital
Account sold, at $44.1702 above the stated price, $1,830,694 principal amount and $169,306 principal amount, respectively, of the
Convertible Notes, which are convertible to 221,767 Shares and 20,509 Shares, respectively. 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.
(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) As
of November 3, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
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