Page 14 of 16 SEC Filing
| | (c) | Legion Partners Holdings has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special II since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| G. | Mr. Vizi |
| | (a) | As of the close of business on February 16, 2016, Mr. Vizi beneficially owned 400 Shares. Mr. Vizi, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 559,919 Shares owned by Legion Partners I, (ii) 108,856 Shares owned by Legion Partners II, and (iii) 317,361 Shares owned by Legion Partners Special II. |
Percentage: Approximately 9.6%
| | (b) | 1. Sole power to vote or direct vote: 400 |
| | 2. Shared power to vote or direct vote: 986,136 |
| | 3. Sole power to dispose or direct the disposition: 400 |
| | 4. Shared power to dispose or direct the disposition: 986,136 |
| | (c) | The transactions in the Shares by Mr. Vizi and each of Legion Partners I, Legion Partners II and Legion Partners Special II since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| H. | Messrs. Kiper and White |
| | (a) | Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 559,919 Shares owned by Legion Partners I, (ii) 108,856 Shares owned by Legion Partners II, and (iii) 317,361 Shares owned by Legion Partners Special II. |
Percentage: Approximately 9.6%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 986,136 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 986,136 |
| | (c) | Neither Mr. Kiper nor Mr. White has entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special II since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
The filing of this Amendment No. 1 shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On February 12, 2016, the Reporting Persons and the Issuer entered into the Agreement, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Legion Partners Special II has sold short in over the counter market American-style put options, referencing 40,000 Shares, which have an exercise price of $12.50 per Share and expire on February 19, 2016.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following:
| | 99.1 | Agreement, dated as of February 12, 2016, by and among the Reporting Persons and the Issuer. |
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