Page 6 of 9 – SEC Filing
Mr. Murphy used a total of approximately
$2.6 million in the aggregate to acquire the 150,000 Shares reported herein as beneficially owned by him.
Mr. Yanofksy used a total of approximately
$84.3 thousand in the aggregate to acquire the 5,000 Shares reported herein as beneficially owned by him.
Funds for the purchase of the Shares
reported herein as beneficially owned by each of the foregoing individuals were derived from the respective personal funds of each
such individual.
| Item 4. | PURPOSE OF TRANSACTION. |
The Reporting Persons acquired the Shares because
they believe the Shares are undervalued and represent an attractive investment opportunity. JANA, with the assistance of the other
Reporting Persons, intends to have discussions with the Issuer’s board of directors and management regarding topics including a
review of strategic alternatives including exploring a sale of the Issuer; portfolio composition; operating performance and cost
management; capital allocation; board composition; and governance. JANA expects to have discussions with the Issuer’s management
and board of directors, shareholders and other interested parties relating to such matters. JANA has also signed agreements with
the other Reporting Persons as described in Item 6.
JANA, potentially with the assistance of the
other Reporting Persons, may also take other steps to increase shareholder value as well as pursue other plans or proposals that
relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring
a control stake in the Issuer’s Shares, or grouping with any other party or parties to do so, (ii) engaging in an extraordinary
transaction, such as a merger, with the Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other
party or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or
grouping with any other party or parties to do so, although the Reporting Persons may seek to influence such actions through customary
means including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly,
and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s
board of directors.
Depending on various factors including, without
limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above,
actions taken by the Issuer’s board of directors, price levels of the Shares, other investment opportunities available to the Reporting
Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future
take such actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation,
purchasing additional Shares or selling some or all of their Shares, and/or engaging in short selling of or hedging or similar
transactions with respect to the Shares.
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Persons is based upon 91,269,593 Shares outstanding as of October 31, 2017,
as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 24, 2017 filed with the Securities
and Exchange Commission on November 3, 2017.
As of the close of business on the date hereof, JANA may be deemed to beneficially own 7,980,480 Shares, representing
approximately 8.74% of the Shares outstanding.
As of the close of business on the date
hereof, Mr. Murphy may be deemed to beneficially own 150,000 Shares, representing approximately 0.16% of the Shares outstanding.
