Page 6 of 10 – SEC Filing
Amendment No. 4 to Schedule 13D
The following constitutes Amendment No. 4 (Amendment No. 4) 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 June 6, 2016, as
amended by Amendment No. 1 filed on August 10, 2016, Amendment No. 2 filed on December 7, 2016, and Amendment No. 3 filed on February 7, 2017. This Amendment No. 4 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, as amended. 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 Class A Common Stock directly held by the Investment Vehicles reported herein was
$448,994,774. The shares of Class A 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 Class A 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Item 4 of Schedule 13D is supplemented and superseded, as the case may be,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:
On March 22, 2018, Scopia Capital and Scopia Management (together, Scopia) and the Issuer entered into an agreement (the
Agreement). Pursuant to the terms of the Agreement, the Issuer agreed, effective immediately following the execution of the Agreement, to take all necessary actions to (i) accept the resignations of all existing members of the Board
other than David J. LaRue, Kenneth J. Bacon, Z. Jamie Behar, and James A. Ratner (collectively, the Continuing Directors) to take effect immediately prior to the appointment of the Agreed Appointees (as defined herein) to the Board and
(ii) nominate and appoint William Butch Roberts, Marran Ogilvie, Adam Metz, Rob Schriesheim and Michelle Felman (collectively, the Agreed Appointees) as directors of the Issuer. In addition, pursuant to the Agreement,
the Boards Corporate Governance & Nominating Committee will promptly initiate a process to identify and recommend (i) an additional new director (the New Director), and (ii) a new Chairman or Executive Chairman
of the Board. Upon the appointment of the New Director to the Board, such New Director will be considered an Agreed Appointee for purposes of this Agreement. Until a Chairman or Executive Chairman of the Board is appointed in accordance with the
Agreement, James A. Ratner shall remain Chairman of the Board.
Further, the Issuer agreed that Scopia shall have the right, exercisable in Scopias
sole discretion at any time following the execution of the Agreement, to recommend one additional director (the Scopia Appointee) for appointment to the Board. Until the expiration of the Standstill Period (as defined below) and so long
as Scopias aggregate economic and beneficial ownership of the Issuers Class A Common Stock is at least the lesser of 2.5% of the Issuers then outstanding shares of Class A Common Stock and 6,668,261 shares of Class A
Common Stock (the Scopia Minimum Threshold), and subject to other criteria described in the Agreement, Scopia shall be entitled to designate replacements (each, a Scopia Replacement Director) for a Scopia Appointee if there
is a vacancy as a result of the Scopia Appointee no longer serving on the Board for any reason. If the Scopia Appointee (or Scopia Replacement Director, if applicable) is a partner or employee of Scopia, such Scopia Appointee shall deliver to the
Issuer an irrevocable resignation letter pursuant to which such Scopia Appointee shall resign from the Board if Scopia no longer meets the Scopia Minimum Theshold.
