Page 14 of 17 – SEC Filing
Amendment No. 7 to Schedule 13D
The following constitutes Amendment No. 7 (Amendment No. 7) to the Schedule 13D filed with the Securities and Exchange Commission (the
SEC) by First Pacific Advisors, LLC (FPA), FPA Crescent Fund, a series of FPA Funds Trust (FPA Crescent Fund), FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC (FPA Global Opportunity),
FPA Select Drawdown Fund, L.P. (FPA Select Drawdown), FPA Select Fund, a series of FPA Hawkeye Fund, LLC (FPA Select), FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC (FPA Value Partners), FPA Hawkeye
Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye), FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye-7), J. Richard Atwood,
Steven T. Romick, Brian A. Selmo, and Mark Landecker (collectively, the Reporting Persons) on June 27, 2016, as amended by Amendment No. 1 filed on September 19, 2016, Amendment No. 2 filed on September 28, 2016,
Amendment No. 3 filed on October 12, 2016, Amendment No. 4 filed on October 19, 2016, Amendment No. 5 filed on May 2, 2017, and Amendment No. 6 filed on June 19, 2017. This Amendment No. 7 amends and
supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings
ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of
Schedule 13D is supplemented and superseded, as the case may be, as follows:
This Amendment No. 7 is being filed to report dispositions of
beneficial ownership of Common Stock in an amount equal to 1% or more of the Issuers outstanding shares of Common Stock since the Reporting Persons previous amendment to Schedule 13D. Consistent with their investment purpose, the
Reporting Persons may make, or cause, further dispositions of Common Stock from time to time depending on market conditions and other factors. In addition, the Reporting Persons may acquire, or cause to be acquired, additional shares of Common Stock
depending on market conditions and other factors.
Going forward, the Reporting Persons may have conversations with members of the Issuers
management team and members of the Board regarding multiple topics, including, but not limited to, corporate governance and the composition of the Board, suggestions for candidates to the Board, general business operations and strategic alternatives
to promote long-term value for the benefit of all shareholders. Except to the extent restricted by the Agreement, the Reporting Persons may engage in communications with one or more officers, members of the Board, representatives, shareholders of
the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may,
at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general economic conditions,
other developments and additional investment opportunities. Depending on such assessments and in compliance with any applicable agreements, including the Agreement, the Reporting Persons may acquire additional securities of the Issuer or new
securities of the Issuer, engage in any hedging or similar transactions with respect to the Issuers securities, or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in
privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition,
results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5
of Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this
Schedule 13D are incorporated herein by reference.
