Filing Details
- Accession Number:
- 0001013594-19-000416
- Form Type:
- 13D Filing
- Publication Date:
- 2019-06-25 16:43:00
- Filed By:
- Legion Partners Asset Management
- Company:
- Papa Johns International Inc (NASDAQ:PZZA)
- Filing Date:
- 2019-06-25
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Legion Partners | 34,252 | 880,660 | 34,252 | 880,660 | 880,660 | 2.77% |
| Legion Partners | 42,781 | 42,781 | 42,781 | Less than 1% | ||
| Legion Partners Special Opportunities | 802,545 | 802,545 | 802,545 | 2.53% | ||
| Legion Partners | 1,725,986 | 1,725,986 | 1,725,986 | 5.43% | ||
| Legion Partners Asset Management | 1,725,986 | 1,725,986 | 1,725,986 | 5.43% | ||
| Legion Partners Holdings | 1,726,086 | 1,726,086 | 1,726,086 | 5.43% | ||
| Christopher S. Kiper | 1,726,086 | 1,726,086 | 1,726,086 | 5.43% | ||
| Raymond White | 1,726,086 | 1,726,086 | 1,726,086 | 5.43% | ||
| California State Teachers Retirement System | 34,252 | Less than 1% |
Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)1
Papa John’s International, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
698813102
(CUSIP Number)
| CHRISTOPHER S. KIPER LEGION PARTNERS ASSET MANAGEMENT, LLC 9401 Wilshire Blvd, Suite 705, Beverly Hills, CA 90212 (424) 253-1773 | KELLY CRISS CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM 100 Waterfront Place, MS 04, West Sacramento, CA 95605 (916) 414-7551 |
CHRISTOPHER P. DAVIS, ESQ.
KLEINBERG, KAPLAN, WOLFF & COHEN, P.C.
KLEINBERG, KAPLAN, WOLFF & COHEN, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 21, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
Note. Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSONS Legion Partners, L.P. I | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - |
| 8 | SHARED VOTING POWER 880,660 | |
| 9 | SOLE DISPOSITIVE POWER - 0 - | |
| 10 | SHARED DISPOSITIVE POWER 880,660 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 880,660 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.77% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| 1 | NAME OF REPORTING PERSONS Legion Partners, L.P. II | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - |
| 8 | SHARED VOTING POWER 42,781 | |
| 9 | SOLE DISPOSITIVE POWER - 0 - | |
| 10 | SHARED DISPOSITIVE POWER 42,781 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,781 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| 1 | NAME OF REPORTING PERSONS Legion Partners Special Opportunities, L.P. I | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - |
| 8 | SHARED VOTING POWER 802,545 | |
| 9 | SOLE DISPOSITIVE POWER - 0 - | |
| 10 | SHARED DISPOSITIVE POWER 802,545 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 802,545 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.53% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| 1 | NAME OF REPORTING PERSONS Legion Partners, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - |
| 8 | SHARED VOTING POWER 1,725,986 | |
| 9 | SOLE DISPOSITIVE POWER - 0 - | |
| 10 | SHARED DISPOSITIVE POWER 1,725,986 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,725,986 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.43% | |
| 14 | TYPE OF REPORTING PERSON OO | |
| 1 | NAME OF REPORTING PERSONS Legion Partners Asset Management, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - |
| 8 | SHARED VOTING POWER 1,725,986 | |
| 9 | SOLE DISPOSITIVE POWER - 0 - | |
| 10 | SHARED DISPOSITIVE POWER 1,725,986 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,725,986 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.43% | |
| 14 | TYPE OF REPORTING PERSON OO | |
| 1 | NAME OF REPORTING PERSONS Legion Partners Holdings, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - |
| 8 | SHARED VOTING POWER 1,726,086 | |
| 9 | SOLE DISPOSITIVE POWER - 0 - | |
| 10 | SHARED DISPOSITIVE POWER 1,726,086 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,726,086 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.43% | |
| 14 | TYPE OF REPORTING PERSON OO | |
| 1 | NAME OF REPORTING PERSONS Christopher S. Kiper | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - |
| 8 | SHARED VOTING POWER 1,726,086 | |
| 9 | SOLE DISPOSITIVE POWER - 0 - | |
| 10 | SHARED DISPOSITIVE POWER 1,726,086 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,726,086 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.43% | |
| 14 | TYPE OF REPORTING PERSON IN | |
| 1 | NAME OF REPORTING PERSONS Raymond White | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - |
| 8 | SHARED VOTING POWER 1,726,086 | |
| 9 | SOLE DISPOSITIVE POWER - 0 - | |
| 10 | SHARED DISPOSITIVE POWER 1,726,086 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,726,086 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.43% | |
| 14 | TYPE OF REPORTING PERSON IN | |
| 1 | NAME OF REPORTING PERSONS California State Teachers’ Retirement System | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION California | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 34,252 |
| 8 | SHARED VOTING POWER - 0 - | |
| 9 | SOLE DISPOSITIVE POWER 34,252 | |
| 10 | SHARED DISPOSITIVE POWER - 0 - | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,252 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |
| 14 | TYPE OF REPORTING PERSON EP | |
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the
“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The second
paragraph of Item 3 is hereby amended and restated in its entirety as follows:
The securities purchased by CalSTRS 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 provided in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 34,252
Shares owned directly by CalSTRS is approximately $1,194,126, including brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated in its entirety as follows:
The aggregate percentage of securities reported owned by each person named herein is based upon
31,778,648 shares of Common Stock outstanding as of April 30, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 7, 2019.
A. Legion Partners I
| (a) | As of the close of business on June 25, 2019, Legion Partners I beneficially owned 880,660 Shares. |
Percentage: Approximately 2.77%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 880,660 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 880,660 |
| (c) | The transactions in the securities of the Issuer by Legion Partners I during the past sixty days are set forth in Schedule A and are incorporated herein by
reference. |
| B. | Legion Partners II |
| (a) | As of the close of business on June 25, 2019, Legion Partners II beneficially owned 42,781 Shares. |
Percentage: Less than 1%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 42,781 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 42,781 |
| (c) | The transactions in the securities of the Issuer by Legion Partners II during the past sixty days are set forth in Schedule A and are incorporated herein by
reference. |
| C. | Legion Partners Special I |
| (a) | As of the close of business on June 25, 2019, Legion Partners Special I beneficially owned 802,545 Shares. |
Percentage: 2.53%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 802,545 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 802,545 |
| (c) | The transactions in the securities of the Issuer by Legion Partners Special I during the past sixty days are set forth in Schedule A and are incorporated
herein by reference. |
| D. | Legion LLC |
| (a) | As of the close of business on June 25, 2019, Legion LLC, as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special
I, may be deemed the beneficial owner of the (i) 880,660 Shares beneficially owned by Legion Partners I, (ii) 42,781 Shares beneficially owned by Legion Partners II and (iii) 802,545 Shares beneficially owned by Legion Partners Special
I. |
Percentage: Approximately 5.43%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 1,725,986 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 1,725,986 |
| (c) | Legion LLC has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer
on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special I during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| E. | Legion Partners Asset Management |
| (a) | As of the close of business on June 25, 2019, Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II and
Legion Partners Special I, may also be deemed the beneficial owner of the (i) 880,660 Shares beneficially owned by Legion Partners I, (ii) 42,781 Shares beneficially owned by Legion Partners II and (iii) 802,545 Shares beneficially
owned by Legion Partners Special I. |
Percentage: Approximately 5.43%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 1,725,986 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 1,725,986 |
| (c) | Legion Partners Asset Management has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the
securities of the Issuer on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special I during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| F. | Legion Partners Holdings |
| (a) | As of the close of business on June 25, 2019, Legion Partners Holdings beneficially owned 100 Shares. In addition, Legion Partners Holdings, as the sole
member of Legion Partners Asset Management and the sole member of Legion LLC, may be deemed the beneficial owner of the (i) 880,660 Shares beneficially owned by Legion Partners I, (ii) 42,781 Shares beneficially owned by Legion Partners
II and (iii) 802,545 Shares beneficially owned by Legion Partners Special I. |
Percentage: Approximately 5.43%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 1,726,086 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 1,726,086 |
| (c) | Legion Partners Holdings has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities
of the Issuer on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special I during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| G. | Messrs. Kiper and White |
| (a) | As of the close of business on June 25, 2019, each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing
member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 100 Shares beneficially owned by Legion Partners Holdings, (ii) 880,660 Shares beneficially owned by Legion Partners I, (iii) 42,781 Shares beneficially
owned by Legion Partners II and (iv) 802,545 Shares beneficially owned by Legion Partners Special I. |
Percentage: Approximately 5.43%
| (b) | 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 1,726,086 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 1,726,086 |
| (c) | Neither Mr. Kiper nor Mr. White has entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the
securities of the Issuer on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special I during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| H. | CalSTRS |
| (a) | As of the close of business on June 25, 2019, CalSTRS beneficially owned 34,252 Shares. |
Percentage: Less than 1%
| (b) | 1. | Sole power to vote or direct vote: 34,252 |
| 2. | Shared power to vote or direct vote: 0 |
| 3. | Sole power to dispose or direct the disposition: 34,252 |
| 4. | Shared power to dispose or direct the disposition: 0 |
| (c) | CalSTRS has not entered into any transactions in the securities of the Issuer during the past sixty days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer. |
Item 6 is hereby amended and restated in its entirety as follows:
Legion Partners I has sold short in over the counter market American-style call options, referencing
84,900 Shares, which have an exercise price of $50.00 per Share and expire on October 18, 2019.
Legion Partners II has sold short in over the counter market American-style call options, referencing
4,100 Shares, which have an exercise price of $50.00 per Share and expire on October 18, 2019.
Legion Partners Special I has sold short in over the counter market American-style call options,
referencing 77,500 Shares, which have an exercise price of $50.00 per Share and expire on October 18, 2019.
On October 1, 2018, the Reporting Persons entered into a Joint Filing and Solicitation 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 securities of the Issuer, to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit
99.1 to the original Schedule 13D and is incorporated herein by reference.
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.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete and correct.
Dated: June 25, 2019
| Legion Partners, L.P. I | |||
| By: | Legion Partners Asset Management, LLC | ||
| Investment Advisor | |||
| By: | /s/ Christopher S. Kiper | ||
| Name: | Christopher S. Kiper | ||
| Title: | Managing Director | ||
| Legion Partners, L.P. II | |||
| By: | Legion Partners Asset Management, LLC | ||
| Investment Advisor | |||
| By: | /s/ Christopher S. Kiper | ||
| Name: | Christopher S. Kiper | ||
| Title: | Managing Director | ||
| Legion Partners Special Opportunities, L.P. I | |||
| By: | Legion Partners Asset Management, LLC | ||
| Investment Advisor | |||
| By: | /s/ Christopher S. Kiper | ||
| Name: | Christopher S. Kiper | ||
| Title: | Managing Director | ||
| Legion Partners, LLC | |||
| By: | Legion Partners Holdings, LLC | ||
| Managing Member | |||
| By: | /s/ Christopher S. Kiper | ||
| Name: | Christopher S. Kiper | ||
| Title: | Managing Member | ||
| Legion Partners Asset Management, LLC | |||
| By: | /s/ Christopher S. Kiper | ||
| Name: | Christopher S. Kiper | ||
| Title: | Managing Director | ||
| Legion Partners Holdings, LLC | |||
| By: | /s/ Christopher S. Kiper | ||
| Name: | Christopher S. Kiper | ||
| Title: | Managing Member | ||
| /s/ Christopher S. Kiper | |||
| Christopher S. Kiper | |||
| /s/ Raymond White | |||
| Raymond White | |||
| CALIFORNIA STATE TEACHER’S RETIREMENT SYSTEM | |||
| By: | /s/ Kelly Criss | ||
| Name: | Kelly Criss | ||
| Title: | Associate Portfolio Manager | ||
SCHEDULE A
Transactions in the Securities of the Issuer During the Past Sixty (60) Days
| Nature of Transaction | Date of Purchase | Amount of Securities Purchased/(Sold) | Price Per Security ($) |
LEGION PARTNERS, L.P.
I
| Purchase of October 2019 Call Options ($50.00 Strike Price)1 | 6/20/2019 | 745 | $2.7899 |
| Purchase of October 2019 Call Options ($50.00 Strike Price)1 | 6/21/2019 | 13 | $2.1500 |
| Purchase of October 2019 Call Options ($52.50 Strike Price)1 | 06/21/2019 | 2,042 | $1.2344 |
| Purchase of October 2019 Call Options ($52.50 Strike Price)1 | 06/24/2019 | 2,363 | $1.0566 |
| Purchase of October 2019 Call Options ($52.50 Strike Price)1 | 06/25/2019 | 754 | $1.0479 |
1 Represents American-style call options purchased in the over-the-counter market to cover short sales of
options with an expiration date of October 18, 2019.
LEGION PARTNERS, L.P.
II
| Purchase of October 2019 Call Options ($50.00 Strike Price)1 | 6/20/2019 | 36 | $2.7899 |
| Purchase of October 2019 Call Options ($50.00 Strike Price)1 | 6/21/2019 | 1 | $2.1500 |
| Purchase of October 2019 Call Options ($52.50 Strike Price)1 | 06/21/2019 | 98 | $1.2344 |
| Purchase of October 2019 Call Options ($52.50 Strike Price)1 | 06/24/2019 | 114 | $1.0566 |
| Purchase of October 2019 Call Options ($52.50 Strike Price)1 | 06/25/2019 | 37 | $1.0479 |
1 Represents American-style call options purchased in the over-the-counter market to cover short sales of
options with an expiration date of October 18, 2019.
LEGION PARTNERS
SPECIAL OPPORTUNITIES, L.P. I
| Purchase of October 2019 Call Options ($50.00 Strike Price)1 | 6/20/2019 | 679 | $2.7899 |
| Purchase of October 2019 Call Options ($50.00 Strike Price)1 | 6/21/2019 | 11 | $2.1500 |
| Purchase of October 2019 Call Options ($52.50 Strike Price)1 | 06/21/2019 | 1,860 | $1.2344 |
| Purchase of October 2019 Call Options ($52.50 Strike Price)1 | 06/24/2019 | 2,152 | $1.0566 |
| Purchase of October 2019 Call Options ($52.50 Strike Price)1 | 06/25/2019 | 688 | $1.0479 |
1 Represents American-style call options purchased in the over-the-counter market to cover short sales of
options with an expiration date of October 18, 2019.