Page 8 of 11 – SEC Filing
| CUSIP No. 65540B105 | Page 8 of 14 Pages |
corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the
Issuer or of any of its subsidiaries; (d) any change in the present management or Board of Directors of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the
Issuers Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure; (g) any change in the
Issuers charter or by-laws or other action that may impede the acquisition of control of the Issuer by any person; (h) the Issuers Common Stock being delisted from a national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.
| Item 5. | Interest in Securities of the Issuer |
(a, b) The percentages of beneficial ownership
reported in this Item 5, and on each Reporting Persons cover page to this Schedule 13D, are based on a total of 35,224,067 shares of Common Stock, consisting of the sum of (i) 26,350,827 shares of Common Stock issued and outstanding
as of February 24, 2017, as reported in the Issuers annual report on Form 10-K for the fiscal year ended January 3, 2017 and (ii) 8,873,240 shares of Common Stock to be issued to the Fund pursuant to the Purchase Agreement. All
of the share numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of March 23, 2017, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by
reference in its entirety into this Item 5(a, b).
As a result of the receipt of certain consents and waivers on March 13, 2017,
which consents and waivers are conditions to the consummation of the purchase by the Fund of 8,873,240 shares of Common Stock pursuant to the Purchase Agreement, each of the Fund, the GP and Messrs. Lynch and Scharfman may be deemed to have acquired
beneficial ownership of such shares on that date.
Accordingly, each of the Reporting Persons beneficially owns or may be deemed to
beneficially own an aggregate of 8,873,240 shares of Common Stock, or approximately 25.2% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own or may be deemed to beneficially own, in the aggregate, 8,873,240 shares
of Common Stock, or approximately 25.2% of the outstanding shares of Common Stock.
(c) As of March 13, 2017, each of the Reporting
Persons may be deemed to have acquired beneficial ownership of 8,873,240 shares of Common Stock as a result of the satisfaction of certain conditions, set forth in the Purchase Agreement, to the consummation by the Fund of the purchase of such
shares. Except as set forth in the preceding sentence, no Reporting Person effected any transaction in shares of the Common Stock from January 22, 2017 (the date 60 days prior to the filing of this Schedule 13D) to March 23, 2017.
