The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Engaged Capital Master I 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 100 Shares beneficially owned by Engaged Capital Master I is approximately $549, excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 77,396,490 Shares outstanding as of January 25, 2015, which is the total number of Shares outstanding as reported in Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2015.
As of the close of business on February 4, 2015, Engaged Capital Master I beneficially owned 100 Shares, constituting less than 1% of the Shares outstanding. Each of Engaged Capital I and Engaged Capital Offshore, as feeder funds of Engaged Capital Master I, may be deemed to beneficially own the 100 Shares owned by Engaged Capital Master I, constituting less than 1% of the Shares outstanding.
As of the close of business February 4, 2015, none of Engaged Capital Master II, Engaged Capital II and Engaged Capital Offshore II beneficially owned any Shares.
Engaged Capital, as the general partner and investment adviser of Engaged Capital Master I, may be deemed to beneficially own the 100 Shares owned by Engaged Capital Master I, constituting less than 1% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 100 Shares owned by Engaged Capital Master I, constituting less than 1% of the Shares outstanding. Mr. Welling, as the managing member and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 100 Shares owned by Engaged Capital Master I, constituting less than 1% of the Shares outstanding.
Item 5(c) is hereby amended and restated to read as follows:
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D.
Item 5(e) is hereby amended and restated to read as follows:
(e) As of February 3, 2015, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
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: February 5, 2015
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Engaged Capital Master Feeder I, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Managing Member and Chief Investment Officer
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Engaged Capital Master Feeder II, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Managing Member and Chief Investment Officer
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Engaged Capital I, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Managing Member and Chief Investment Officer
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Engaged Capital I Offshore, Ltd.
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Director
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Engaged Capital II, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Managing Member and Chief Investment Officer
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Engaged Capital II Offshore Ltd.
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Director
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Engaged Capital, LLC
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Managing Member and Chief Investment Officer
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Engaged Capital Holdings, LLC
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Sole Member
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/s/ Glenn W. Welling
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Glenn W. Welling
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SCHEDULE A
Transactions in Securities of the Issuer Since the Filing of the Schedule 13D
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Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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ENGAGED CAPITAL MASTER FEEDER I, LP
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Purchase of Common Stock
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50,100
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5.5184
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12/31/2014
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Sale of Common Stock
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(207,777)
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7.2600
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02/03/2015
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Sale of Common Stock
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(124,666)
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7.2610
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02/03/2015
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Sale of Common Stock
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(207,500)
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7.2625
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02/03/2015
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Sale of Common Stock
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(253,350)
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7.2671
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02/03/2015
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Sale of Common Stock
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(207,777)
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7.2600
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02/03/2015
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Sale of Common Stock
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(103,888)
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7.2600
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02/03/2015
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Sale of Common Stock
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(124,800)
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7.2600
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02/03/2015
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Sale of Common Stock
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(103,360)
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7.2620
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02/04/2015
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Sale of Common Stock
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(72,000)
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7.2600
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02/04/2015
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Sale of Common Stock
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(82,500)
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7.2600
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02/04/2015
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Sale of Common Stock
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(48,852)
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7.2601
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02/04/2015
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Sale of Common Stock
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(41,500)
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7.2600
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02/04/2015
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Sale of Common Stock
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(103,400)
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7.2602
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02/04/2015
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Sale of Common Stock
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(83,000)
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7.2600
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02/04/2015
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ENGAGED CAPITAL MASTER FEEDER II, LP
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Purchase of Common Stock
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74,900
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5.5184
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12/31/2014
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Sale of Common Stock
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(246,650)
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7.2671
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02/03/2015
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Sale of Common Stock
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(146,112)
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7.2600
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02/03/2015
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Sale of Common Stock
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(292,223)
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7.2600
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02/03/2015
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Sale of Common Stock
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(292,500)
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7.2625
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02/03/2015
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Sale of Common Stock
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(175,200)
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7.2600
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02/03/2015
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Sale of Common Stock
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(292,223)
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7.2600
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02/03/2015
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Sale of Common Stock
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(175,334)
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7.2610
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02/03/2015
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Sale of Common Stock
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(58,500)
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7.2600
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02/04/2015
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Sale of Common Stock
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(117,500)
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7.2600
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02/04/2015
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Sale of Common Stock
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(146,600)
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7.2602
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02/04/2015
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Sale of Common Stock
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(62,900)
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7.2601
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02/04/2015
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Sale of Common Stock
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(103,000)
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7.2600
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02/04/2015
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Sale of Common Stock
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(146,640)
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7.2620
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02/04/2015
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Sale of Common Stock
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(117,000)
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7.2600
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02/04/2015
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