Page 4 of 6 – SEC Filing
AMENDMENT NO. 6 TO THE SCHEDULE 13D
The following constitutes
Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
In connection with
the closing of a certain managed account described in Item 5(c) below, Item 2(a) is hereby amended and restated as follows:
(a) This statement
is filed by: (i) TCS Capital Management, LLC, a Delaware limited liability company (“TCS Management”) and (ii) and
Eric Semler (together with TCS Management, the “Reporting Persons”).
TCS Management, in
its capacity as investment manager to an investment fund vehicle (the “Account”), has shared power to direct the vote
and disposition of the shares of Common Stock held in the Account. As the managing member of TCS Management, Eric Semler may direct
the vote and disposition of the shares of Common Stock held in the Account. As the spouse of the trustee of an irrevocable family
trust, Eric Semler may also direct the vote and disposition of the shares of Common Stock that are held in the irrevocable family
trust. In addition, Mr. Semler has the power to vote and dispose of the shares of Common Stock that were granted to Mr. Semler
by the Issuer in his capacity as a director of the Issuer.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Reporting Persons,
in the aggregate, have invested approximately $39,258,734 in the Issuer, which includes any commissions incurred in making the
investments. The 5,434,102 shares of Common Stock held in the Account were purchased with working capital of the Account. The 646,248
shares of Common Stock held in the irrevocable family trust were purchased with Eric Semler’s personal funds. The 19,977
shares of Common Stock beneficially owned by Mr. Semler, which include shares of Common Stock underlying Restricted Stock Units
(“RSUs”) that vest within sixty days hereof, were granted to Mr. Semler by the Issuer in his capacity as a director
of the Issuer.
Purchases of securities
are typically effected through margin accounts maintained with brokers, which may extend margin credit as and when required to
open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the
brokers’ credit policies. In such instances, the positions held in the margin accounts may be pledged as collateral security
for the repayment of debit balances in the accounts.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(b) are
hereby amended and restated to read as follows:
(a) The aggregate
percentage of shares of Common Stock reported to be owned by the Reporting Persons is based upon 60,878,510 shares of Common Stock
outstanding, as of July 24, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on July 27, 2017.
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