Filing Details

1.

NAME OF REPORTING PERSONS:

 

Scopia Capital Management LP

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ☐ (b) ☐

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

8,261,589

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

8,261,589

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,261,589

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.1%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN, IA

1.

NAME OF REPORTING PERSONS:

 

Scopia Management, Inc.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ☐ (b) ☐

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

8,261,589

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

8,261,589

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,261,589

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.1%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO, HC

1.

NAME OF REPORTING PERSONS:

 

Matthew Sirovich

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ☐ (b) ☐

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

5.

SOLE VOTING POWER

 

3,173,449

6.

SHARED VOTING POWER

 

8,261,589

7.

SOLE DISPOSITIVE POWER

 

3,173,449

8.

SHARED DISPOSITIVE POWER

 

8,261,589

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,435,038

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.4%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN, HC

1.

NAME OF REPORTING PERSONS:

 

Jeremy Mindich

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ☐ (b) ☐

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

8,261,589

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

8,261,589

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,261,589

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.1%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN, HC

Item 1.

(a).

Name of Issuer:

(b).

Address of Issuer’s Principal Executive Offices:

10710 Midlothian Turnpike, Suite 125

Item 2.

(a).

Name of Person Filing:

Scopia Capital Management LP

Scopia Management, Inc.

Matthew Sirovich

Jeremy Mindich

(b).

Address or Principal Business Office or, if None, Residence:

Scopia Capital Management LP

152 West 57th Street, 33rd Floor

New York, NY 10019

 

Scopia Management, Inc.

Matthew Sirovich

Jeremy Mindich

c/o Scopia Capital Management LP

152 West 57th Street, 33rd Floor

(c).

Citizenship:

Scopia Capital Management LP is a Delaware limited partnership

Scopia Management, Inc. is a New York corporation

Matthew Sirovich is a United States citizen

(d).

Title of Class of Securities:

(e).

CUSIP Number:

Item 3.

If this statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:

(a) ☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) ☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☒

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☒

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Scopia Capital Management LP

(a)

Amount beneficially owned as of December 31, 2023:

(b)

Percent of class as of December 31, 2023:

(c)

Number of shares as of December 31, 2023, as to which the person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

Scopia Management, Inc.

(a)

Amount beneficially owned as of December 31, 2023:

(b)

Percent of class as of December 31, 2023:

(c)

Number of shares as of December 31, 2023, as to which the person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

Matthew Sirovich

(a)

Amount beneficially owned as of December 31, 2023:

(b)

Percent of class as of December 31, 2023:

(c)

Number of shares as of December 31, 2023, as to which the person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

Jeremy Mindich

(a)

Amount beneficially owned as of December 31, 2023:

(b)

Percent of class as of December 31, 2023:

(c)

Number of shares as of December 31, 2023, as to which the person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

All securities reported in this Schedule 13G are directly held by advisory clients of Scopia Capital Management LP other than securities reported as directly beneficially owned by Matthew Sirovich. None of such advisory clients individually holds more than 5% of the Issuer’s Ordinary Shares.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b) (1) (ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.

Item 8.

Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §§ 240.13d-1(c) or §§ 240.13d-1(d), attach an exhibit stating the identity of each member of the group.

Item 9.

Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Item 10.

Certification.

N/A.

99.1

Joint Filing Agreement, dated as of February 14, 2024, by and among the Reporting Persons