Page 8 of 10 – 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 2,702,531 Shares (the Marcato Shares), constituting approximately 8.4% of the outstanding Shares, (ii) Marcato International may be deemed to be the beneficial owner of 2,556,294 Shares, constituting
approximately 8.0% 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 32,036,625 Shares outstanding as of September 15, 2017 (based on disclosure in the Issuers preliminary proxy statement on Schedule 14A filed with the SEC on October 6, 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 2,556,294 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) The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in
Exhibit H. Except as set forth in Exhibit H attached hereto, there have been no other 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 |
Item 6 of the Schedule 13D is hereby supplementally amended as follows:
On October 16, 2017, Marcato International purchased American-style put options referencing an aggregate of 750,000 Shares, each with a
strike price of $80, which are exercisable through January 19, 2018.
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.
