Page 15 of 24 – SEC Filing
The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2 and Hill Path S 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, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The
aggregate purchase price of the 5,485,320 Shares beneficially owned by Hill Path Capital is approximately $94,371,716, including
brokerage commissions. The aggregate purchase price of the 166,046 Shares beneficially owned by Hill Path Co-Investment
is approximately $2,920,366, including brokerage commissions. The aggregate purchase price of the 1,334,162 Shares
beneficially owned by Hill Path H is approximately $24,107,872, including brokerage commissions. The aggregate purchase
price of the 6,109,962 Shares beneficially owned by Hill Path E is approximately $104,180,978, including brokerage commissions.
The aggregate purchase price of the 402,016 Shares beneficially owned by Hill Path E2 is approximately $7,160,983,
including brokerage commissions. The aggregate purchase price of the 83,900 Shares beneficially owned by Hill Path
S is approximately $1,298,412, including brokerage commissions. The 10,723 Shares of unvested restricted stock held directly by
Mr. Ross were awarded to Mr. Ross by the Issuer in connection with his appointment to the Board.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby
amended to add the following:
Mr. Ross has been
appointed to the Board of Directors of the Issuer (the “Board”). Various agreements (collectively, the “Agreements”),
as set forth in Item 6 below, were entered into between certain of the Reporting Persons and the Issuer in connection therewith.
A more complete description of each of the Agreements is set forth in the Issuer’s Current Report on Form 8-K, filed with
the SEC on November 7, 2017 (the “Issuer 8-K”). Such descriptions of the Agreements are incorporated herein by reference
and are qualified in their entirety by reference to the full text of the Agreements, which are attached as Exhibits 10.1, 10.2
and 10.3, to the Issuer 8-K and are also incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reportedly owned by each person named herein is based upon 90,549,373 Shares outstanding, as of August 3, 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 (the “SEC”) on August 9, 2017.
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