Page 5 of 10 – SEC Filing
Item 5. Interest in Securities of the Issuer
(a) (b) As of 9:30 a.m., New York City time, on the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of
17,000,000 shares of Capital Stock held by the Funds (the Shares). The Shares represent 5.65% of the Issuers Capital Stock outstanding. Percentages of the Capital Stock outstanding reported in this Schedule 13D are
calculated based upon the 300,645,629 shares of Capital Stock outstanding as of May 31, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended April 29,
2018, filed by the Issuer with the Securities and Exchange Commission on June 5, 2018. Each of the Reporting Persons shares voting and dispositive power over the shares of Capital Stock held directly by the Funds.
As a result of entering into the Letter Agreement (as defined below), the Reporting Persons and George Strawbridge, Jr.
(Mr. Strawbridge) may be deemed to have formed a group pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934. The security
interests reported in this Schedule 13D do not include security interests owned by Mr. Strawbridge. Mr. Strawbridge will file a separate Schedule 13D reporting beneficial ownership of 8,323,669 shares of Capital Stock (the
Strawbridge Shares). The Reporting Persons assume no responsibility for the information contained in such Schedule 13D or any amendment thereto. Mr. Strawbridge and the Reporting Persons may be deemed to beneficially own in
the aggregate 25,323,669 shares of Capital Stock, which represents approximately 8.42% of the outstanding shares of Capital Stock.
As a
result of the Letter Agreement, the Reporting Persons and Mr. Strawbridge may be deemed to share voting power with respect to the 25,323,669 shares of Capital Stock beneficially owned in the aggregate by the Reporting Persons and
Mr. Strawbridge. The Reporting Persons disclaim beneficial ownership with respect to the Strawbridge Shares.
(c) Set forth on
Schedule A hereto are all transactions in the securities of the Issuer effected during the past sixty days by the Reporting Persons, inclusive of any transactions effected through 9:30 a.m., New York City time, on August 9, 2018.
(d) Other than the Funds that directly hold the securities of the Issuer, and except as set forth in this Item 5, no other person 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.
The responses to Item 3, Item 4 and Item 5 and the information set forth in Schedule A of this Schedule 13D are incorporated herein by
reference.
Letter Agreement
On August 9, 2018, the Management Company entered into an agreement (the Letter Agreement) with Mr. Strawbridge to
coordinate certain efforts with respect to their investment in the Issuer. The Letter Agreement provides that the Management Company will take the lead on all activities related to the parties pursuit of representation on the Board of
Directors of the Issuer including: (i) the selection of individuals to serve as
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Item 5. Interest in Securities of the Issuer
(a) (b) As of 9:30 a.m., New York City time, on the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of
17,000,000 shares of Capital Stock held by the Funds (the Shares). The Shares represent 5.65% of the Issuers Capital Stock outstanding. Percentages of the Capital Stock outstanding reported in this Schedule 13D are
calculated based upon the 300,645,629 shares of Capital Stock outstanding as of May 31, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended April 29,
2018, filed by the Issuer with the Securities and Exchange Commission on June 5, 2018. Each of the Reporting Persons shares voting and dispositive power over the shares of Capital Stock held directly by the Funds.
As a result of entering into the Letter Agreement (as defined below), the Reporting Persons and George Strawbridge, Jr.
(Mr. Strawbridge) may be deemed to have formed a group pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934. The security
interests reported in this Schedule 13D do not include security interests owned by Mr. Strawbridge. Mr. Strawbridge will file a separate Schedule 13D reporting beneficial ownership of 8,323,669 shares of Capital Stock (the
Strawbridge Shares). The Reporting Persons assume no responsibility for the information contained in such Schedule 13D or any amendment thereto. Mr. Strawbridge and the Reporting Persons may be deemed to beneficially own in
the aggregate 25,323,669 shares of Capital Stock, which represents approximately 8.42% of the outstanding shares of Capital Stock.
As a
result of the Letter Agreement, the Reporting Persons and Mr. Strawbridge may be deemed to share voting power with respect to the 25,323,669 shares of Capital Stock beneficially owned in the aggregate by the Reporting Persons and
Mr. Strawbridge. The Reporting Persons disclaim beneficial ownership with respect to the Strawbridge Shares.
(c) Set forth on
Schedule A hereto are all transactions in the securities of the Issuer effected during the past sixty days by the Reporting Persons, inclusive of any transactions effected through 9:30 a.m., New York City time, on August 9, 2018.
(d) Other than the Funds that directly hold the securities of the Issuer, and except as set forth in this Item 5, no other person 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.
The responses to Item 3, Item 4 and Item 5 and the information set forth in Schedule A of this Schedule 13D are incorporated herein by
reference.
Letter Agreement
On August 9, 2018, the Management Company entered into an agreement (the Letter Agreement) with Mr. Strawbridge to
coordinate certain efforts with respect to their investment in the Issuer. The Letter Agreement provides that the Management Company will take the lead on all activities related to the parties pursuit of representation on the Board of
Directors of the Issuer including: (i) the selection of individuals to serve as
