Page 8 of 12 – SEC Filing
(f) Each of Glenhill Advisors, LLC, Glenhill Capital Advisors, LLC and Glenhill Capital
Management, LLC is organized under the laws of the State of Delaware. Glenhill Capital Overseas Master Fund, LP is organized under the laws of the Cayman Islands. Glenn J. Krevlin is a citizen of the United States of America.
Item 3. Source and Amount of Funds and Other Consideration.
A total of approximately $13,339,370.94 was paid to acquire the securities reported as beneficially owned by the Reporting Persons herein, with
$11,420,116.66 attributable (in the aggregate) to Glenhill Capital Overseas Master Fund, LP, Glenhill Concentrated Long Master Fund, LLC, Glenhill Long Fund, LP, and $1,919,254.28 attributable to the Managed Accounts. The funds used to purchase
these securities were obtained from the general working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) of Glenhill Capital Overseas Master Fund, LP, Glenhill Concentrated Long
Master Fund, LLC, Glenhill Long Fund, LP and the Managed Accounts. The above amounts of total consideration include any commissions incurred in making of the investments.
Item 4. Purpose of Transaction.
All
of the shares of Common Stock reported herein were acquired for investment purposes, and were originally acquired without the purpose or effect of changing or influencing control of the Company. The Reporting Persons review on a continuing basis the
investment in the Company. Based on such review and depending on the price and availability of the Companys securities, the Reporting Persons may acquire, or cause to be acquired, additional securities of the Company, in the open market or
otherwise, dispose of, or cause to be disposed of, securities of the Company, in the open market or otherwise, at any time, or formulate other purposes, plans or proposals regarding the Company or any of its securities, to the extent deemed
advisable in light of general investment and policies of the Reporting Persons, the Companys business, financial condition and operating results, general market and industry conditions or other factors.
As part of the ongoing evaluation of this investment and investment alternatives, the Reporting Persons and their affiliates may consider any
or all of the following: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other
material change in the Companys business or corporate structure; (g) changes in the Companys charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated above.
In addition, from time to time, the Reporting Persons and their affiliates may hold discussions with the Company
regarding the matters described in subparagraphs (a) through (j) above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Common Stock reported owned by each person named herein is based upon 13,054,531 shares of Common Stock
outstanding as of March 1, 2017, which is the total number of shares of Common Stock outstanding as reported in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2017.
