Page 9 of 11 – SEC Filing
| CUSIP No. 243537107 | SCHEDULE 13D | Page 8 of 10 |
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial 13D is hereby amended and restated in its entirety to read as follows:
(a) As of the date hereof, (i) Marcato and Mr. McGuire may each be deemed to be the beneficial owner of 1,952,531 Shares (the
Marcato Shares), constituting approximately 6.1% of the outstanding Shares, (ii) Marcato International may be deemed to be the beneficial owner of 1,806,294 Shares, constituting approximately 5.6% of the outstanding Shares and
(iii) Marcato Encore LLC and Marcato Encore Fund may each be deemed to be the beneficial owner of 146,237 Shares, constituting approximately 0.5% of the outstanding Shares, each based upon a total of 31,998,620 Shares outstanding as of
August 4, 2017 (based on disclosure in the Issuers Quarterly Report on Form 10-Q filed with the SEC on August 9, 2017).
(b) Marcato International may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the
disposition) of 1,806,294 Shares. Marcato Encore Fund may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 146,237 Shares. Marcato, as the investment manager of Marcato
International and the sole member of Marcato Encore LLC, which is the investment manager of Marcato Encore Fund, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the
Marcato Shares and, therefore, Marcato may be deemed to be the beneficial owner of the Marcato Shares. Marcato Encore LLC, as the investment manager of Marcato Encore Fund, may be deemed to have the shared power to vote or direct the vote (and the
shared power to dispose or direct the disposition) of 146,237 Shares and, therefore, Marcato may be deemed to be the beneficial owner of the such shares. By virtue of Mr. McGuires position as the managing partner of Marcato,
Mr. McGuire may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the
Marcato Shares.
(c) There have been no transactions by the Reporting Persons in the securities of the Issuer in the past sixty days.
(d) The limited partners of (or investors in) Marcato International, or their respective subsidiaries or affiliated entities, for which Marcato
or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their
respective limited partnership interests (or investment percentages) in their respective funds. The limited partners of (or investors in) Marcato Encore Fund, or their respective subsidiaries or affiliated entities, for which Marcato Encore LLC or
its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their
respective limited partnership interests (or investment percentages) in their respective funds.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
The information set forth in Item 4 is incorporated by reference
herein.
As previously disclosed in the Schedule 13D, certain of the Reporting Persons had entered into cash-settled total return swaps
with respect to the Shares. As of September 13, 2017, the Reporting Persons have disposed of all cash-settled total return swaps and are no longer a party to any swap arrangements with respect to the Shares.
Marcato Encore Fund has established a short position with respect to 146,237 Shares by borrowing Shares from prime brokers and selling such
Shares in open market transactions. Such short sale transactions were effected between June 29, 2017 and July 7, 2017. Marcato Encore Fund will be required to return 146,237 Shares to the lenders of such Shares. The 146,237 Shares that
were sold short by Marcato Encore Fund were obtained by Marcato Encore Fund from prime brokers pursuant to customary securities lending agreements. The short positions do not give any Reporting Person direct or indirect voting, investment or
dispositive control over any securities of the Issuer and, as such, the Reporting Persons disclaim any beneficial ownership of any Shares that may be referenced in such arrangements.
Except for the arrangements described herein, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in Item 2 of the Schedule 13D and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or
voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profit or loss, or the giving or withholding of proxies.
