Page 18 of 22 – SEC Filing
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 35,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 35,000 |
| (c) | Mr. Litt has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by 4010 Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
The filing of this
Schedule 13D 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 January 19,
2018, put options sold short by Legion Partners I referencing an aggregate of 231,400 Shares, which had an exercise price of $25.00
per Share, expired unexercised, put options sold short by Legion Partners I referencing an aggregate of 124,300 Shares, which had
an exercise price of $30.00 per Share, expired unexercised, put options sold short by Legion Partners I referencing an aggregate
of 21,700 Shares, which had an exercise price of $35.00 per Share, expired unexercised, put options sold short by Legion Partners
II referencing an aggregate of 10,600 Shares, which had an exercise price of $25.00 per Share, expired unexercised, put options
sold short by Legion Partners II referencing an aggregate of 6,100 Shares, which had an exercise price of $30.00 per Share, expired
unexercised, put options sold short by Legion Partners II referencing an aggregate of 400 Shares, which had an exercise price of
$35.00 per Share, expired unexercised, and put options referencing an aggregate of 18,400 Shares sold short by Legion Partners
Special VIII, which had an exercise price of $35.00 per Share, expired unexercised, as further detailed on Schedule A hereto, which
is incorporated by reference herein.
Legion Partners I
has sold short in over-the-counter market American-style put options referencing an aggregate of 103,600 Shares, which have an
exercise price of $35.00 and expire on March 16, 2018, as further detailed on Schedule A hereto, which is incorporated by reference
herein.
Legion Partners II
has sold short in over-the-counter market American-style put options referencing an aggregate of 4,100 Shares, which have an exercise
price of $35.00 and expire on March 16, 2018, as further detailed on Schedule A hereto, which is incorporated by reference herein.
Legion Partners Special
VIII has sold short in over-the-counter market American-style put options referencing an aggregate of 11,800 Shares, which have
an exercise price of $35.00 and expire on March 16, 2018, as further detailed on Schedule A hereto, which is incorporated by reference
herein.
On January 19, 2018,
4010 Partners exercised over-the-counter market American-style call options referencing an aggregate of 16,000 Shares, as further
detailed on Schedule A hereto, which is incorporated by reference herein.
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