Page 8 of 9 – SEC Filing
Marcato, L.P. may be deemed to have the shared power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) 718,616 Shares. Marcato II, L.P. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 71,845 Shares. Marcato International Master
Fund, Ltd. may be deemed to have the shared power to vote or direct vote of (and the shared power to dispose or direct the disposition of) 1,829,587 Shares. Marcato, as the investment manager of Marcato, L.P., Marcato II, L.P. and Marcato
International Master Fund, Ltd., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares. By virtue of Mr. McGuires position as managing
partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the
beneficial owner of the Marcato Shares.
Except for the Repurchase Transaction described in Item 4, the transactions by the Reporting Persons in the
securities of the Issuer during the past sixty days are set forth in Exhibit 3. The disclosure regarding the Repurchase Transaction in Item 4 is incorporated herein by reference.
The limited partners of (or investors in) each of Marcato, L.P., Marcato II, L.P., and Marcato International Master Fund, Ltd., or their respective
subsidiaries or affiliated entities, for which Marcato or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts
of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.
On
October 3, 2016, the Reporting Persons ceased to be beneficial owners of more than five percent of the Issuers Shares.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The responses to Items 3, 4 and 5 of the Schedule
13D are incorporated herein by reference.
The Share Repurchase Agreement and the Confidentiality Agreement are incorporated by reference as Exhibits 1
and 2, respectively, to this to Schedule 13D amendment and are incorporated by reference herein.
Except for the arrangements described herein, to the
best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities
of the Issuer, including but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Share Repurchase Agreement, dated October 3, 2016, by and among Marcato, L.P., Marcato II, L.P., and Sothebys (incorporated by
reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K, filed with the SEC on October 4, 2016).
Exhibit 2 Confidentiality
Agreement, dated October 3, 2016, by and among Richard T. McGuire III, Marcato Capital Management LP, Marcato, L.P., Marcato II, L.P., Marcato International Master Fund, Ltd. and Sothebys (incorporated by reference to Exhibit 10.2 to the
Issuers Current Report on Form 8-K, filed with the SEC on October 4, 2016).
Exhibit 3 Transactions in the Shares effected in the past
60 days.
Marcato, L.P. may be deemed to have the shared power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) 718,616 Shares. Marcato II, L.P. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 71,845 Shares. Marcato International Master
Fund, Ltd. may be deemed to have the shared power to vote or direct vote of (and the shared power to dispose or direct the disposition of) 1,829,587 Shares. Marcato, as the investment manager of Marcato, L.P., Marcato II, L.P. and Marcato
International Master Fund, Ltd., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares. By virtue of Mr. McGuires position as managing
partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the
beneficial owner of the Marcato Shares.
Except for the Repurchase Transaction described in Item 4, the transactions by the Reporting Persons in the
securities of the Issuer during the past sixty days are set forth in Exhibit 3. The disclosure regarding the Repurchase Transaction in Item 4 is incorporated herein by reference.
The limited partners of (or investors in) each of Marcato, L.P., Marcato II, L.P., and Marcato International Master Fund, Ltd., or their respective
subsidiaries or affiliated entities, for which Marcato or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts
of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.
On
October 3, 2016, the Reporting Persons ceased to be beneficial owners of more than five percent of the Issuers Shares.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The responses to Items 3, 4 and 5 of the Schedule
13D are incorporated herein by reference.
The Share Repurchase Agreement and the Confidentiality Agreement are incorporated by reference as Exhibits 1
and 2, respectively, to this to Schedule 13D amendment and are incorporated by reference herein.
Except for the arrangements described herein, to the
best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities
of the Issuer, including but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Share Repurchase Agreement, dated October 3, 2016, by and among Marcato, L.P., Marcato II, L.P., and Sothebys (incorporated by
reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K, filed with the SEC on October 4, 2016).
Exhibit 2 Confidentiality
Agreement, dated October 3, 2016, by and among Richard T. McGuire III, Marcato Capital Management LP, Marcato, L.P., Marcato II, L.P., Marcato International Master Fund, Ltd. and Sothebys (incorporated by reference to Exhibit 10.2 to the
Issuers Current Report on Form 8-K, filed with the SEC on October 4, 2016).
Exhibit 3 Transactions in the Shares effected in the past
60 days.
