Page 6 of 9 – SEC Filing
Amendment No. 1 to Schedule 13D
The following constitutes Amendment No. 1 (Amendment No. 1) to the Schedule 13D filed with the Securities and Exchange Commission
(SEC) by Scopia Capital Management LP (Scopia Capital), Scopia Management, Inc. (Scopia Management), Matthew Sirovich and Jeremy Mindich (collectively, the Reporting Persons) on August 7, 2017.
This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended and
restated as follows:
The aggregate purchase price of the shares of Common Stock directly held by the Investment Vehicles reported herein was
$192,847,617.94. The shares of Common Stock directly held by the Investment Vehicles were purchased with the working capital of the Investment Vehicles (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business). All shares of Common Stock reported herein were purchased in open market transactions through a broker.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of Schedule 13D is supplemented and superseded, as the case may be,
as follows:
This Amendment No. 1 is being filed to report acquisitions of beneficial ownership of shares of Common Stock in an amount equal to one
percent or more of the Issuers outstanding Common Stock since the Reporting Persons filed the Schedule 13D. The disclosure in Item 5(c) below regarding transactions in the Issuers Common Stock effected during the previous 60 days is
incorporated by reference herein. Consistent with their investment purpose, the Reporting Persons may make, or cause, further acquisitions of Common Stock from time to time and may dispose, or cause to be disposed, additional shares of Common Stock,
in each case depending on market conditions and other factors.
The Reporting Persons intend to review their investment in the Issuer on a continuing
basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions with directors and officers of the Issuer, the Issuers financial position and strategic
direction, actions taken by the Board, price levels of the Issuers securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such
actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments
that are based upon or relate to the value of securities of the Issuer (collectively, Securities) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging
in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Except as set forth herein or previously disclosed in the Schedule 13D, the Reporting Persons do not have present plans or proposals at this time that relate
to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and restated as
follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information
is based on 46,650,699 shares of Common Stock outstanding as of July 31, 2017, as reported in the Issuers Form 10-Q filed with the SEC on August 8, 2017.
