Page 12 of 15 – SEC Filing
| F. | Eric Singer |
| (a) | Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the (i) 1,719,575 Shares owned by Series One and (ii) 1,967,808 owned by VSO II. |
Percentage: Approximately
5.2%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,687,383 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 3,687,383 |
| (c) | Mr. Singer has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of Series One and VSO II during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On January 29, 2018,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Series One has purchased
in over-the-counter market American-style call options referencing an aggregate of 120,000 Shares, which have an exercise price
of $2.50 and expire on August 17, 2018, as further detailed on Schedule A hereto, which is incorporated by reference herein.
Series One has sold
in over-the-counter market American-style put options referencing an aggregate of 120,000 Shares, which have an exercise price
of $7.50 and expire on August 17, 2018, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO II has purchased
in over-the-counter market American-style call options referencing an aggregate of 180,000 Shares, which have an exercise price
of $2.50 and expire on August 17, 2018, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO II has sold in
over-the-counter market American-style put options referencing an aggregate of 180,000 Shares, which have an exercise price of
$7.50 and expire on August 17, 2018, as further detailed on Schedule A hereto, which is incorporated by reference herein.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
| 12 |
