Hill International Inc. (NYSE:HIL): Arnaud Ajdler’s Engine Capital, L.P. filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| ENGINE CAPITAL | 2,323,554 | 2,323,554 | 2,323,554 | 4.5% | ||
| ENGINE JET CAPITAL | 1,553,778 | 1,553,778 | 1,553,778 | 3.0% | ||
| ENGINE CAPITAL MANAGEMENT | 3,857,332 | 3,857,332 | 3,857,332 | 7.4% | ||
| ENGINE INVESTMENTS | 3,857,332 | 3,857,332 | 3,857,332 | 7.4% | ||
| ARNAUD AJDLER | 3,857,332 | 3,857,332 | 3,857,332 | 7.4% |
Page 1 of 12 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Hill International, Inc.
(Name
of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
431466101
(CUSIP Number)
ANDREW FREEDMAN, ESQ.
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 1, 2017
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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Page 2 of 12 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| ENGINE CAPITAL, L.P. | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 2,323,554 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 2,323,554 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,323,554 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 4.5% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
| 2 |
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Page 3 of 12 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| ENGINE JET CAPITAL, L.P. | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 1,553,778 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 1,553,778 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,553,778 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 3.0% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
| 3 |
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Page 4 of 12 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| ENGINE CAPITAL MANAGEMENT, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| OO | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 3,857,332 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 3,857,332 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 3,857,332 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.4% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
| 4 |
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Page 5 of 12 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| ENGINE INVESTMENTS, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| OO | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 3,857,332 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 3,857,332 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 3,857,332 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.4% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
| 5 |
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Page 6 of 12 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| ARNAUD AJDLER | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| OO | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| BELGIUM | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 3,857,332 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 3,857,332 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 3,857,332 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 7.4% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
| 6 |
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Page 7 of 12 – SEC Filing
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates
to the Common Stock, $0.0001 par value (the “Shares”), of Hill International, Inc., a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is One Commerce Square, 2005 Market Street, 17th Floor,
Philadelphia, Pennsylvania 19103.
| Item 2. | Identity and Background. |
(a) This
statement is filed by:
| (i) | Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect to the Shares directly and beneficially owned by it; |
| (ii) | Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect to the Shares directly and beneficially owned by it; |
| (iii) | Engine Capital Management, LLC, a Delaware limited liability company (“Engine Management”), as the investment manager of each of Engine Capital and Engine Jet; |
| (iv) | Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”), as the general partner of each of Engine Capital and Engine Jet; |
| (v) | Arnaud Ajdler, as the managing member of Engine Management and Engine Investments; |
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of Engine Capital, Engine Jet, Engine Management, Engine Investments, and Mr. Ajdler is
1370 Broadway, 5th Floor, New York, New York 10018.
(c) The
principal business of each of Engine Capital and Engine Jet is investing in securities. Engine Management is the investment manager
of each of Engine Capital and Engine Jet. Engine Investments serves as the general partner of each of Engine Capital and Engine
Jet. Mr. Ajdler serves as the managing member of each of Engine Management and Engine Investments.
(d) No
Reporting Person, nor any person listed on Schedule A to the Schedule 13D, annexed hereto, has, during the last five (5)
years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
| 7 |
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(e) No
Reporting Person, nor any person listed on Schedule A to the Schedule 13D, annexed hereto, has, during the last five (5)
years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr.
Ajdler is a citizen of Belgium.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased
by each of Engine Capital and Engine Jet 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. The aggregate purchase price of the 2,323,554
Shares directly and beneficially owned by Engine Capital is approximately $8,942,224, including brokerage commissions. The aggregate
purchase price of the 1,533,778 Shares directly and beneficially owned by Engine Jet is approximately $7,386,637 including brokerage
commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
The Issuer is currently trading
at an enterprise value to revenue of approximately 0.6x and an enterprise value to normalized EBITDA (assuming an EBITDA margin
of 10%) of around 6.0x. The Reporting Persons believe that peer companies trade for at least 1x revenue and 9x EBITDA implying
significant upside for the Issuer’s shares. The Reporting Persons expect that this valuation gap will close as the Issuer
demonstrates improved profitability and shows progress on its publicly-announced profit improvement plan. The Reporting Persons
intend to continue to have discussions with the Issuer’s Board of Directors (the “Board”) regarding various opportunities
to increase and maximize shareholder value.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels
of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation,
engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about
the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning strategic alternatives, the calling
of special meeting(s), changes to the capitalization, ownership structure, board structure (including board composition) or operations
of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or
similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in
Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage
of Shares reported owned by each person named herein is based upon 51,878,215 Shares outstanding, as of April 28, 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 May 10, 2017.
| 8 |
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| A. | Engine Capital |
| (a) | As of the close of business on November 6, 2017, Engine Capital directly owned 2,212,554 Shares. |
Percentage: 4.5%
| (b) | 1. Sole power to vote or direct vote: 2,323,554 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,323,554 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Engine Capital during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference. |
| B. | Engine Jet |
| (a) | As of the close of business on November 6, 2017, Engine Jet directly owned 1,553,778 Shares. |
Percentage: 3.0%
| (b) | 1. Sole power to vote or direct vote: 1,553,778 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,553,778 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference. |
| C. | Engine Management |
| (a) | Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Management may be deemed to beneficially own 3,857,332 Shares. |
Percentage: 7.4%
| (b) | 1. Sole power to vote or direct vote: 3,857,332 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,857,332 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Engine Management has not entered into any transactions in the Shares during the past (60) sixty days. |
| D. | Engine Investments |
| (a) | Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Investments may be deemed to beneficially own 3,857,332 Shares. |
Percentage: Approximately 7.4%
| 9 |
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Page 10 of 12 – SEC Filing
| (b) | 1. Sole power to vote or direct vote: 3,857,332 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,857,332 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Engine Investments has not entered into any transactions in the Shares during the past (60) sixty days. |
| E. | Arnaud Ajdler |
| (a) | Mr. Ajdler, as the managing member of Engine Management and Engine Investments, may be deemed to beneficially own the 3,857,332 Shares owned beneficially by Engine Management and Engine Investments. |
Percentage: Approximately 7.4%
| (b) | 1. Sole power to vote or direct vote: 3,857,332 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,857,332 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Ajdler has not entered into any transactions in the Shares during the past sixty (60) days. |
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| (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) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On November 6, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.
A copy of the Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement by and among Engine Capital, L.P., Engine Jet Capital, L.P., Engine Investments, LLC, Engine Capital Management, LLC, and Arnaud Ajdler, dated November 6, 2017. |
| 10 |
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Page 11 of 12 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best
of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
November 6, 2017
| Engine Capital, L.P. | |||
| By: Engine Investments, LLC, General | |||
| By: | /s/ Arnaud Ajdler | ||
| Name: | Arnaud Ajdler | ||
| Title: | Managing Member | ||
| Engine Jet Capital, L.P. | |||
| By: Engine Investments, LLC, General | |||
| By: | /s/ Arnaud Ajdler | ||
| Name: | Arnaud Ajdler | ||
| Title: | Managing Member | ||
| Engine Capital Management, LLC | |||
| By: | /s/ Arnaud Ajdler | ||
| Name: | Arnaud Ajdler | ||
| Title: | Managing Member | ||
| Engine Investments, LLC | |||
| By: | /s/ Arnaud Ajdler | ||
| Name: | Arnaud Ajdler | ||
| Title: | Managing Member | ||
| /s/ Arnaud Ajdler | |
| ARNAUD AJDLER |
| 11 |
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Page 12 of 12 – SEC Filing
SCHEDULE A
Transactions in the Shares During
the Past Sixty (60) Days
| Nature of Transaction | Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase/Sale |
ENGINE
CAPITAL, L.P.
| Purchase of Common Stock | 21,289 | 5.02 | 10/25/2017 |
| Purchase of Common Stock | 157,471 | 5.05 | 10/25/2017 |
ENGINE
JET CAPITAL, L.P.
| Purchase of Common Stock | 4,398 | 5.02 | 10/25/2017 |
| Purchase of Common Stock | 32,529 | 5.05 | 10/25/2017 |
| Purchase of Common Stock | 11,872 | 5.15 | 10/30/2017 |
| Purchase of Common Stock | 721,000 | 5.20 | 10/30/2017 |
| Purchase of Common Stock | 800 | 5.20 | 10/31/2017 |
| Purchase of Common Stock | 28,230 | 5.19 | 11/01/2017 |
| Purchase of Common Stock | 10,402 | 5.02 | 11/02/2017 |
| Purchase of Common Stock | 272,985 | 5.25 | 11/06/2017 |
| Purchase of Common Stock | 7,698 | 5.15 | 11/06/2017 |
