Page 5 of 8 – SEC Filing The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows: The Shares purchased by Alden Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 7,632,034 Shares owned directly by Alden Master Fund is approximately $31,360,159, including brokerage commissions. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On December 20, 2016, the Reporting Persons delivered a letter to the Issuer’s Board of Directors (the “Board”) reiterating their strong belief that the Issuer is significantly undervalued and that there are several opportunities available to maximize value for the benefit of all shareholders. In the letter, the Reporting Persons state that they are encouraged by the top line performance during the third quarter. However, they continue to believe there is a need for improved governance and a disciplined focus on operational improvements. The Reporting Persons believe 2017 will prove critical for the Issuer and that shareholder representation is required on the Board to ensure the best interests of all shareholders are properly represented. In the letter, the Reporting Persons state that of immediate concern is selecting a highly qualified and accomplished CEO to lead the Issuer’s continued turnaround in 2017 and develop a long-term strategy for the Issuer. The Reporting Persons also reiterate their strong desire to be involved in the ongoing CEO search process and executive compensation programs and encourage the Board to reevaluate its dismissive approach to their involvement. A copy of the letter is attached hereto as exhibit 99.1 and is incorporated herein by reference. Item 5. Interest in Securities of the Issuer.
Items 5(a) – (c) are hereby amended and restated as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 83,087,151 Shares outstanding as of September 29, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 5, 2016. A. Alden Master Fund
(a) As of the close of business on December 19, 2016, Alden Master Fund beneficially owned 7,632,034 Shares.
Percentage: Approximately 9.2% (b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 7,632,034
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,632,034
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated as follows:
The Shares purchased by Alden Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 7,632,034 Shares owned directly by Alden Master Fund is approximately $31,360,159, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On December 20, 2016, the Reporting Persons delivered a letter to the Issuer’s Board of Directors (the “Board”) reiterating their strong belief that the Issuer is significantly undervalued and that there are several opportunities available to maximize value for the benefit of all shareholders. In the letter, the Reporting Persons state that they are encouraged by the top line performance during the third quarter. However, they continue to believe there is a need for improved governance and a disciplined focus on operational improvements. The Reporting Persons believe 2017 will prove critical for the Issuer and that shareholder representation is required on the Board to ensure the best interests of all shareholders are properly represented.
In the letter, the Reporting Persons state that of immediate concern is selecting a highly qualified and accomplished CEO to lead the Issuer’s continued turnaround in 2017 and develop a long-term strategy for the Issuer. The Reporting Persons also reiterate their strong desire to be involved in the ongoing CEO search process and executive compensation programs and encourage the Board to reevaluate its dismissive approach to their involvement. A copy of the letter is attached hereto as exhibit 99.1 and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 83,087,151 Shares outstanding as of September 29, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 5, 2016.
| A. | Alden Master Fund |
| | (a) | As of the close of business on December 19, 2016, Alden Master Fund beneficially owned 7,632,034 Shares. |
Percentage: Approximately 9.2%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 7,632,034 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 7,632,034 |
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