Page 14 of 18 – SEC Filing
Amendment No. 5 to Schedule 13D
The following constitutes Amendment No. 5 (Amendment No. 5) 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, and Amendment No. 4 filed on October 19, 2016. This Amendment No. 5 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Item 4 of Schedule 13D is supplemented and superseded, as the case may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. 5 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:
