Page 8 of 11 – SEC Filing
The following constitutes
Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 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 2,127,559 Shares directly beneficially
owned by Engaged Capital Flagship Master is approximately $12,743,149, including brokerage commissions. The aggregate
purchase price of the 183,666 Shares held in the Engaged Capital Account is approximately $1,012,164, 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 June 30, 2017, Engaged Capital Flagship Master beneficially owned 2,672,233 Shares, including 544,674 Shares issuable
upon the conversion of the Convertible Notes, constituting approximately 7.9% 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 2,672,233
Shares beneficially owned directly by Engaged Capital Flagship Master, constituting approximately 7.9% of the Shares outstanding.
As of the close of
business on June 30, 2017, 244,685 Shares were held in the Engaged Capital Account, including 61,019 Shares issuable upon the
conversion of the Convertible Notes, constituting less than 1.00% 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.
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 2,916,918 Shares directly beneficially owned in the aggregate by Engaged Capital
Flagship Master and held in the Engaged Capital Account, constituting approximately 8.6% of the Shares outstanding. Engaged Holdings,
as the managing member of Engaged Capital, may be deemed to beneficially own the 2,916,918 Shares directly beneficially owned
in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 8.6% 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 2,916,918 Shares directly beneficially owned in the aggregate by Engaged Capital Flagship Master and held
in the Engaged Capital Account, constituting approximately 8.6% of the Shares outstanding.
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