Page 11 of 13 – SEC Filing
The following constitutes
Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the
Schedule 13D as specifically set forth herein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
As was previously
disclosed in the Schedule 13D and Amendment No. 4 to the Schedule 13D, from January 23, 2017 to March 1, 2017, Engaged Capital
Flagship Master entered into certain cash-settled total return swap agreements (the “Swap Agreements”) with Nomura
Securities International, Inc. (“Nomura”) as the counterparty that constituted economic exposure to an aggregate of
1,924,488 notional Shares, which had a maturity date of January 23, 2018. In strict accordance with their terms and not as a result
of any action by the Reporting Persons, the Swap Agreements expired and have been settled (as further described below). For the
avoidance of doubt, due to Mr. Hetrick’s status as a director of the Issuer and the Director of Research at Engaged Capital,
the Reporting Persons were prohibited from exercising investment discretion with respect to the Swap Agreements because the Issuer
was not in an open trading window for its directors and officers at the time of, and leading up to, the maturity of the Swap Agreements.
Notwithstanding the expiration of the Swap Agreements, (i) the Reporting Persons continue to be the Issuer’s largest stockholder
with beneficial ownership of, and economic exposure to, an aggregate of 16.9% of the Issuer’s outstanding Shares, (ii) the
Reporting Persons have never sold a single Share of the Issuer and (iii) the Issuer continues to represent the second largest position
in Engaged Capital’s investment portfolio.
Upon the maturity
of the Swap Agreements on January 23, 2018, Nomura began the process of unwinding the Swap Agreements in accordance with their
terms, and on February 8, 2018, Nomura settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between
the value of the Shares at the time of settlement for each of the 1,924,488 notional Shares subject to the Swap Agreements and
the (i) $8.1919 per Share reference price for each of the 370,702 Shares referenced in one set of Swap Agreements, (ii) $8.3213
per Share reference price for each of the 382,591 Shares referenced in another set of Swap Agreements, (iii) $8.3299 per Share
reference price for each of the 136,079 Shares referenced in another set of Swap Agreements, (iv) $8.2145 per Share reference price
for each of the 264,079 Shares referenced in another set of Swap Agreements, (v) $7.9092 per Share reference price for each of
the 441,037 Shares referenced in another set of Swap Agreements and (vi) $8.8969 per Share reference price for each of the 330,000
Shares referenced in the remaining set of Swap Agreements.
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