Home > Insider Trading > Latest 13D and 13G Filings > 13D Filing (0000921895-16-006413)

Filing Details

Accession Number:: 0000921895-16-006413
Form Type:: 13D Filing
Publication Date:: 2016-12-28 09:01:11

Filed By:: Viex Capital Advisors, Llc
Company:: Immersion Corp (NASDAQ:IMMR)
Filing Date:: 2016-12-28
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	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
VIEX Opportunities Fund	257,304	257,304	257,304	Less than 1%
VIEX Special Opportunities Fund II	2,071,702	2,071,702	2,071,702	7.2%
VIEX GP	257,304	257,304	257,304	Less than 1%
VIEX Special Opportunities GP II	2,071,702	2,071,702	2,071,702	7.2%
VIEX Capital Advisors	2,329,006	2,329,006	2,329,006	8.1%
Eric Singer	2,329,006	2,329,006	2,329,006	8.1%
Michael Bartholomeusz				0%
Anurag Gupta				0%
Daniel P. McCurdy				0%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Immersion Corporation

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

452521107

(CUSIP Number)

ERIC SINGER

VIEX CAPITAL ADVISORS, LLC

825 Third Avenue, 33rd Floor

New York, New York 10022

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 27, 2016

(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 PERSON VIEX Opportunities Fund, LP - Series One*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
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 257,304
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 257,304
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 257,304
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

* This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.

1	NAME OF REPORTING PERSON VIEX Special Opportunities Fund II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
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 2,071,702
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,071,702
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,071,702
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2%
14	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSON VIEX GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
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 257,304
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 257,304
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 257,304
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

1	NAME OF REPORTING PERSON VIEX Special Opportunities GP II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
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 2,071,702
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,071,702
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,071,702
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2%
14	TYPE OF REPORTING PERSON OO

1	NAME OF REPORTING PERSON VIEX Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
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 2,329,006
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,329,006
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,329,006
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%
14	TYPE OF REPORTING PERSON IA

1	NAME OF REPORTING PERSON Eric Singer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
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 2,329,006
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,329,006
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,329,006
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSON Michael Bartholomeusz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
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 - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSON Anurag Gupta
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
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 - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSON Daniel P. McCurdy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
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 - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

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 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)

This statement is filed by:

(i)

VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership, with respect to the Shares directly and beneficially owned by it;

(ii)

VIEX Special Opportunities Fund II, LP (“VSO II”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;

(iii)

VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company, as the general partner of Series One;

(iv)

VIEX Special Opportunities GP II, LLC (“VSO GP II”), a Delaware limited liability company, as the general partner of VSO II;

(v)

VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company, as the investment manager of each of Series One and VSO II;

(vi)

Eric Singer, as managing member of each of VIEX GP, VSO GP II, and VIEX Capital;

(vii)

Michael Bartholomeusz, as a nominee to the Board of Directors (the “Board”);

(viii)

Anurag Gupta, as a nominee to the Board; and

(ix)

Daniel P. McCurdy, as a nominee to the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of Series One, VSO II, VIEX GP, VSO GP II, VIEX Capital and Mr. Singer is 825 Third Avenue, 33rd Floor, New York, New York 10022. The address of the principal office of Dr. Bartholomeusz is 2200 Powell Street, Suite 1035, Emeryville, California 94608. The address of the principal office of Mr. Gupta is Claridenstrasse 26, 8002 Zurich, Switzerland. The address of the principal office of Mr. McCurdy is 22 West Avenue, Essex, Connecticut 06426.

(c) The principal business of Series One and VSO II is investing in securities. The principal business of VIEX GP is acting as the general partner of Series One. The principal business of VSO GP II is acting as the general partner of VSO II. The principal business of VIEX Capital is serving as the investment manager to Series One and VSO II. The principal occupation of Mr. Singer is serving as the managing member of each of VIEX GP, VSO GP II and VIEX Capital. Dr. Bartholomeusz is currently a private investor and will begin in his new role as Chief Executive Officer of TruTag Technologies, Inc., a product authentication technology company, in January 2017. The principal occupation of Mr. Gupta is serving as Chief Executive Officer of Global Data Services at TBG AG, a private equity firm, with responsibility for the development and management of the data and analytics businesses at TBG AG. Mr. McCurdy is currently a private investor and will begin in his new role as partner of Quatela Lynch McCurdy, a global intellectual property consultancy, in January 2017.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of Series One, VSO II, VIEX GP, VSO GP II and VIEX Capital is organized under the laws of the State of Delaware. Dr. Bartholomeusz and Messrs. Singer, Gupta and McCurdy are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Series One 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, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 257,304 Shares beneficially owned by Series One is approximately $1,734,081, including brokerage commissions.

The Shares purchased by VSO II 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, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,071,702 Shares beneficially owned by VSO II is approximately $14,190,381, including brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On December 27, 2016, Series One delivered a letter (the “Letter”) to the Issuer nominating Michael Bartholomeusz, Anurag Gupta and Daniel P. McCurdy (the “Nominees”) for election to the Board of Directors of the Issuer (the “Board”) at the 2017 annual meeting of stockholders (the “Annual Meeting”). The Letter also included a stockholder proposal requesting that the Board take the necessary steps to declassify the Board so that all directors are elected on an annual basis. Series One submitted the Letter because it has serious concerns with the Company’s sub optimal performance, weak corporate governance and the Board’s lack of alignment of interests with stockholders. Series One believes the appointment of the Nominees as stockholder representatives to the Board, together with a de-staggering of the Board, will ensure greater accountability to stockholders and help to protect and maximize stockholder value. Representatives of Series One have engaged, and intend to continue to engage, in discussions with the Board regarding matters relating to the composition of the Board.

Item 5.

Interest in Securities of the Issuer.

Item 5(a)-(c) is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 28,834,412 Shares outstanding, which is the total number of Shares outstanding as of October 28, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 4, 2016.

A.	Series One

(a)

As of the close of business on December 27, 2016, Series One beneficially owned 257,304 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 257,304

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 257,304

(c)

The transactions in the Shares by Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

VSO II

(a)

As of the close of business on December 27, 2016, VSO II beneficially owned 2,071,702 Shares.

Percentage: Approximately 7.2%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,071,702

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,071,702

(c)

The transactions in the Shares by VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

VIEX GP

(a)

VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 257,304 shares owned by Series One.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 257,304

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 257,304

(c)

VIEX GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the shares on behalf of Series One during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

VSO GP II

(a)

VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 2,071,702 shares owned by VSO II.

Percentage: Approximately 7.2%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,071,702

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,071,702

(c)

VSO GP II has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

E.	VIEX Capital

(a)

VIEX Capital, as the investment manager of Series One and VSO II, may be deemed the beneficial owner of the (i) 257,304 Shares owned by Series One and (ii) 2,071,702 owned by VSO II.

Percentage: Approximately 8.1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,329,006

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,329,006

(c)

VIEX Capital has not entered into any transactions during the past sixty days. The transactions in the Shares on behalf of each of Series One and VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

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) 257,304 Shares owned by Series One and (ii) 2,071,702 owned by VSO II.

Percentage: Approximately 8.1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,329,006

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,329,006

(c)

Mr. Singer has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Series One and VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

G.	Dr. Bartholomeusz and Messrs. Gupta and McCurdy

(a)

As of the close of business on December 27, 2016, none of Dr. Bartholomeusz and Messrs. Gupta and McCurdy beneficially owned any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

Dr. Bartholomeusz and Messrs. Gupta and McCurdy have not entered into any transactions in the Shares during the past sixty days.

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.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On December 28, 2016, the Reporting Persons entered into a Joint Filing and Solicitation Agreement pursuant to which, among other things, the parties agreed (i) to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, (ii) to solicit proxies for the declassification proposal submitted by Series One and for the election of the Nominees at the Annual Meeting and (iii) that all expenses incurred in connection with the solicitation shall be paid by Series One. A copy of the Joint Filing and Solicitation Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

VIEX Capital has entered into letter agreements pursuant to which it agreed to indemnify each of Dr. Bartholomeusz and Messrs. Gupta and McCurdy against claims arising from the solicitation of proxies from the Company’s stockholders in connection with the Annual Meeting and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Series One has sold short in over the counter market American-style put options referencing an aggregate of 100,000 Shares, which have an exercise price of $7.50 and expire on May 19, 2017. Series One sold short in over the counter market American-style put options referencing an aggregate of 10,100 Shares, which had an exercise price of $7.50 and expired unexercised on December 16, 2016.

VSO II has sold short in over the counter market American-style put options referencing an aggregate of 101,000 Shares, which have an exercise price of $7.50 and expire on May 19, 2017. VSO II sold short in over the counter market American-style put options referencing an aggregate of 100,000 Shares, which had an exercise price of $7.50 and expired unexercised on December 16, 2016.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Joint Filing and Solicitation Agreement, dated December 28, 2016.

99.2

Form of Indemnification Letter Agreement.

99.3

Powers of Attorney.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 28, 2016

VIEX Opportunities Fund, LP – Series One

By:	VIEX GP, LLC General Partner

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

VIEX GP, LLC

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

VIEX Special Opportunities Fund II, LP

By:	VIEX Special Opportunities GP II, LLC General Partner

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

VIEX Special Opportunities GP II, LLC

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

VIEX Capital Advisors, LLC

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

	/s/ Eric Singer
	Eric Singer, individually and as attorney-in-fact for Michael Bartholomeusz, Anurag Gupta and Daniel P. McCurdy

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

VIEX OPPORTUNITIES FUND, LP – SERIES ONE

Short Sale of December 2016 Put Option ($7.50 Strike Price)(1)	(101)	0.7500	11/03/2016
Purchase of Common Stock	2,109	7.4500	11/04/2016
Sale of Common Stock	(477)	8.5174	11/04/2016
Sale of Common Stock	(4,525)	8.7027	11/07/2016
Sale of Common Stock	(7,181)	9.0439	11/08/2016
Sale of Common Stock	(5,226)	9.3790	11/09/2016
Sale of Common Stock	(3,425)	9.3660	11/10/2016
Sale of Common Stock	(4,275)	9.5969	11/11/2016
Sale of Common Stock	(2,632)	9.5951	11/14/2016
Sale of Common Stock	(4,419)	9.6946	11/15/2016
Sale of Common Stock	(773)	9.9857	11/21/2016
Short Sale of May 2017 Put Option ($7.50 Strike Price)(2)	(1,000)	0.4000	11/22/2016

VIEX SPECIAL OPPORTUNITIES FUND II, LP

Purchase of Common Stock	17,068	7.4500	11/04/2016
Sale of Common Stock	(3,863)	8.5174	11/04/2016
Short Sale of December 2016 Put Option ($7.50 Strike Price)(3)	(1,000)	0.3000	11/04/2016
Short Sale of May 2017 Put Option ($7.50 Strike Price)(4)	(10)	1.0000	11/04/2016
Sale of Common Stock	(36,433)	8.7027	11/07/2016
Sale of Common Stock	(57,819)	9.0439	11/08/2016
Sale of Common Stock	(42,074)	9.3790	11/09/2016
Sale of Common Stock	(27,575)	9.3660	11/10/2016
Sale of Common Stock	(34,418)	9.5969	11/11/2016
Sale of Common Stock	(21,190)	9.5951	11/14/2016
Sale of Common Stock	(35,581)	9.6946	11/15/2016
Sale of Common Stock	(6,227)	9.9857	11/21/2016
Short Sale of May 2017 Put Option ($7.50 Strike Price)(4)	(1,000)	0.4000	11/22/2016

____________________

(1) Represents American-style put options sold short in the over-the counter market. These put options expired on December 16, 2016.

(2) Represents American-style put options sold short in the over-the counter market. These put options expire on May 19, 2017.

(3) Represents American-style put options sold short in the over-the counter market. These put options expired on December 16, 2016.

(4) Represents American-style put options sold short in the over-the counter market. These put options expire on May 19, 2017.