Page 8 of 11 – SEC Filing
The following constitutes
Amendment No. 6 the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 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 Shares 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 previously otherwise noted. The aggregate purchase price of the 494,119 Shares beneficially owned by Engaged Capital Flagship
Master is approximately $15,411,222, including brokerage commissions. The aggregate purchase price of the 45,430 Shares held in
the Engaged Capital Account is approximately $1,364,883, including brokerage commissions.
Mr. Welling, in his
capacity as a director of the Issuer, has been awarded an aggregate of 5,309 restricted Shares, of which 625 Shares have fully
vested and 2,045 Shares vest within 60 days of the date hereof.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
Due to the appreciation
of the Issuer’s stock price since the Reporting Persons’ filing of their initial Schedule 13D on May 14, 2014, the
size of the Reporting Persons’ investment in the Shares as a percentage of their portfolio has exceeded the Reporting Persons’
desired position size due to risk limits. Accordingly, the Reporting Persons have adjusted the size of their position in the Shares.
The Issuer’s Shares continue to remain a significant holding in the Reporting Persons’ investment portfolio.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) –
(c) and (e) 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 11,933,645 Shares outstanding as of November
1, 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 November 8, 2017.
As of the close of
business on November 14, 2017, Engaged Capital Flagship Master beneficially owned 494,119 Shares, constituting approximately 4.1%
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 494,119 Shares owned by Engaged Capital Flagship Master, constituting approximately
4.1% of the Shares outstanding.
As of the close of
business on November 14, 2017, 45,430 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares
outstanding.
As of the close of
business on November 14, 2017, Mr. Welling directly beneficially owned 2,670 Shares, consisting of 625 Shares and 2,045 Shares
underlying certain restricted Shares that vest within 60 days of the date hereof, constituting less than 1% of the Shares outstanding.
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