Page 5 of 9 – SEC Filing
| CUSIP No. 171077407 | SC 13D/A | Page 5 of 8 |
In connection with the foregoing, and as may be appropriate from time to time, each of the Reporting Persons
may consider the feasibility and advisability of various alternative courses of action with respect to its investment in the Issuer, including, without limitation: (a) the acquisition or disposition by the Reporting Persons of Shares, including
through derivative transactions which may include security-based swaps and short sales; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of
the Issuer; (f) other material changes in the Issuers business or corporate structure; (g) changes in the Issuers articles of incorporation or bylaws or other actions that may impede the acquisition of control of the Issuer by
any person; (h) causing any class of the Issuers securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of 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 of the Exchange Act; or (j) any action similar to those enumerated above.
Except as described in Item 6 and this Item 4 and any plans or proposals that may from time to time be discussed or considered by the directors of the Issuer,
including the Purchaser Designees, in their fiduciary capacities as directors of the Issuer, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through
(j) of this paragraph.
The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any
time and from time to time, to acquire additional Shares, dispose of some or all of the Shares, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position, change their purpose, take other
actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or formulate and implement plans or
proposals with respect to any of the foregoing. Except as set forth in this Schedule 13D, no contract, arrangement, relationship or understanding (either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting
or holding of Shares.
The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including
the Issuers business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuers stock in particular, as well as other developments.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
(a) and (b) As of May 26, 2017, Pioneer Step
beneficially owned and had sole voting and dispositive power with respect to 3,059,988 Shares, representing approximately 6.6% of the 46,093,894 outstanding Shares as of the date of this Schedule 13D, based on 39,790,080 Shares reported by the
Issuer to be issued and outstanding as of May 10, 2017, as set forth in the Issuers quarterly report on Form 10-Q, for the quarter ended April 1, 2017, as filed with the Securities and Exchange
Commission on May 11, 2017, plus 2,521,526 Shares and 3,782,288 Shares issued in the Second Tranche to Pioneer Step and Champion River, respectively pursuant to the Purchase Agreement, as amended by the First Amendment described in Item 4 of
this Schedule 13D.
As of May 26, 2017, Solina Chau, by virtue of being the sole shareholder of Pioneer Step, may be deemed to beneficially own and
have sole voting and dispositive power with respect to the Shares beneficially owned by Pioneer Step.
By virtue of being a party to the Purchase
Agreement, until the closing of the Third Tranche, each of Pioneer Step and Champion River may be deemed to be members of a group, as defined in Rule 13d-5 of the Exchange Act. At the closing of
the Second Tranche on May 24, 2017, pursuant to the Purchase Agreement, as amended by the First Amendment, Pioneer Step and Champion River acquired in the aggregate an additional 6,303,814 Shares, which allocation of such Shares between Pioneer
Step and Champion River was mutually agreed upon by Pioneer Step and Champion River. Pursuant to the Purchase Agreement, Pioneer Step and Champion River have the right to mutually agree upon the allocation between them of the shares to be issued in
the Third Tranche. As a result, until the closing of the Third Tranche, each of Pioneer Step and Champion River may be deemed to beneficially own the Shares beneficially owned by each other solely for such purposes. The aggregate number of Shares
beneficially owned
