Page 8 of 12 – SEC Filing
(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 787,705
Shares beneficially owned by Engine Capital is approximately $6,773,944, including brokerage commissions. The aggregate purchase
price of the 162,963 Shares beneficially owned by Engine Jet is approximately $1,431,413, 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.
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 of Directors (the
“Board”) of the Issuer, 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, 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 18,983,505 Shares outstanding, as of August 4, 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 August 9, 2017.
| A. | Engine Capital |
| (a) | As of the close of business on August 17, 2017, Engine Capital directly owned 787,705 Shares. |
Percentage: 4.1%
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