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).
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1
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NAME OF REPORTING PERSON
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ENGINE CAPITAL, L.P.
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2
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
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(b) ☐
|
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|
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3
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SEC USE ONLY
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|
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4
|
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SOURCE OF FUNDS
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WC
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
|
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BENEFICIALLY
|
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|
3,827,459
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
|
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|
|
|
|
REPORTING
|
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|
- 0 -
|
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PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
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|
|
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|
|
|
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|
3,827,459
|
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|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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- 0 -
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
3,827,459
|
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|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.4%
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14
|
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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ENGINE JET CAPITAL, L.P.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
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(b) ☐
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3
|
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SEC USE ONLY
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4
|
|
SOURCE OF FUNDS
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WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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|
|
|
|
|
|
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|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
845,143
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
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|
|
845,143
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
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|
|
845,143
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
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|
|
|
|
|
|
Less than 1%
|
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|
14
|
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TYPE OF REPORTING PERSON
|
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PN
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1
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NAME OF REPORTING PERSON
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|
ENGINE AIRFLOW CAPITAL, L.P.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
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3
|
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SEC USE ONLY
|
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|
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|
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|
4
|
|
SOURCE OF FUNDS
|
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|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
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|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,361,443
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,361,443
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,361,443
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
ENGINE CAPITAL MANAGEMENT, LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
6,034,045
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
6,034,045
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
6,034,045
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.3%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
ENGINE CAPITAL MANAGEMENT GP, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
6,034,045
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
6,034,045
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
6,034,045
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.3%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
ENGINE INVESTMENTS, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
4,672,602
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,672,602
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,672,602
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
ENGINE INVESTMENTS II, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,361,443
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,361,443
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,361,443
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
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ARNAUD AJDLER
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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BELGIUM
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
|
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6,034,045
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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6,034,045
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10
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SHARED DISPOSITIVE POWER
|
|
|
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|
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,034,045
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.3%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer.
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This statement relates
to the common stock, $0.01 par value per share (the “Shares”), of PDL BioPharma, Inc., a Delaware corporation (the
“Issuer”). The address of the principal executive offices of the Issuer is 932 Southwood Boulevard, Incline Village,
Nevada 89451.
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Item 2.
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Identity and Background.
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(a) This
statement is filed by:
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(i)
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Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect
to the Shares directly and beneficially owned by it;
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(ii)
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Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect
to the Shares directly and beneficially owned by it;
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(iii)
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Engine Airflow Capital, L.P., a Delaware limited partnership (“Engine Airflow”), with
respect to the Shares directly and beneficially owned by it;
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(iv)
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Engine Capital Management, LP, a Delaware limited partnership (“Engine Management”), as the investment
manager of each of Engine Capital, Engine Jet and Engine Airflow;
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(v)
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Engine Capital Management GP, LLC, a Delaware limited liability company (“Engine GP”),
as the general partner of Engine Management;
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(vi)
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Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”),
as the general partner of each of Engine Capital and Engine Jet;
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(vii)
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Engine Investments II, LLC, a Delaware limited liability company (“Engine Investments II”),
as the general partner of Engine Airflow; and
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(viii)
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Arnaud Ajdler, as the managing partner of Engine Management and the managing member of each of
Engine GP, Engine Investments and Engine Investments II.
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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 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 the Reporting Persons is 1345 Avenue of the Americas, 33rd Floor, New York, New York
10105.
(c) The principal business of each of Engine Capital, Engine Jet and Engine Airflow is investing in securities.
Engine Management is the investment manager of each of Engine Capital, Engine Jet and Engine Airflow. Engine GP serves as the general
partner of Engine Management. Engine Investments serves as the general partner of each of Engine Capital and Engine Jet. Engine
Investments II serves as the general partner of Engine Airflow. Mr. Ajdler serves as the managing partner of Engine Management
and the managing member of each of Engine GP, Engine Investments and Engine Investments II.
(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) Mr.
Ajdler is a citizen of Belgium.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The Shares purchased by each of Engine Capital, Engine Jet and Engine Airflow were purchased with working
capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate
purchase price of the 3,827,459 Shares beneficially owned by Engine Capital is approximately $9,043,888, including brokerage commissions.
The aggregate purchase price of the 845,143 Shares beneficially owned by Engine Jet is approximately $1,996,983, including brokerage
commissions. The aggregate purchase price of the 1,361,443 Shares beneficially owned by Engine Airflow is approximately $3,277,074,
including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
On October 23, 2019,
the Reporting Persons delivered a letter (the “Letter”) to the Issuer’s Board of Directors (the “Board”)
which, among other things, expressed certain of the Reporting Persons’ concerns as well as highlighted potential opportunities
for the Issuer to maximize stockholder value. The Reporting Persons explained their belief that the Issuer’s significant
underperformance is attributable to a history of poor capital allocation decisions, including ill-conceived acquisitions and speculative
investments that have failed to create value. As a result, the Reporting Persons called on the Board to immediately cease its
investment activities and commence a review of strategic alternatives, including a possible sale or liquidation of the Issuer,
which the Reporting Persons believe represents the best risk-adjusted path forward for stockholders. The Reporting Persons also
recommended a right-sizing of the Issuer’s cost structure and a reduction in the size of the Board. The full text
of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Reporting Persons have engaged,
and intend to continue to engage, in discussions with management and the Board of the Issuer and others regarding means to maximize
stockholder value, including the views expressed in the Letter.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without
limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the
Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning strategic
alternatives, changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of
the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar
transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
|
Item 5.
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Interest in Securities of the Issuer.
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The aggregate percentage
of Shares reported owned by each person named herein is based upon 114,202,671 Shares outstanding as of July 30, 2019, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on August 7, 2019.
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(a)
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As of the close of business on October 22, 2019, Engine Capital directly owned 3,827,459 Shares.
|
Percentage: Approximately
3.4%
|
(b)
|
1. Sole power to vote or direct vote: 3,827,459
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,827,459
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the close of business on October 22, 2019, Engine Jet directly owned 845,143 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 845,143
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 845,143
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the close of business on October 22, 2019, Engine Capital directly owned 1,361,443 Shares.
|
Percentage: Approximately
1.2%
|
(b)
|
1. Sole power to vote or direct vote: 1,361,443
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,361,443
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Airflow,
may be deemed to beneficially own the 6,034,045 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Airflow.
|
Percentage: Approximately
5.3%
|
(b)
|
1. Sole power to vote or direct vote: 6,034,045
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,034,045
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 6,034,045
Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Airflow.
|
Percentage: Approximately 5.3%
|
(b)
|
1. Sole power to vote or direct vote: 6,034,045
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,034,045
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed
to beneficially own the 4,672,602 Shares owned in the aggregate by Engine Capital and Engine Jet.
|
Percentage: Approximately
4.1%
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(b)
|
1. Sole power to vote or direct vote: 4,672,602
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,672,602
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Engine Investments II, as the general partner of Engine Airflow may be deemed to beneficially own
the 1,361,443 Shares owned by Engine Airflow.
|
Percentage: Approximately
1.2%
|
(b)
|
1. Sole power to vote or direct vote: 1,361,443
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,361,443
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP, Engine
Investments and Engine Investments II, may be deemed to beneficially own the 6,034,045 Shares
owned in the aggregate by Engine Capital, Engine Jet and Engine Airflow.
|
Percentage: Approximately
5.3%
|
(b)
|
1. Sole power to vote or direct vote: 6,034,045
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,034,045
4. Shared power to dispose or direct the disposition: 0
|
Each Reporting Person
may be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed the beneficial owner
of the Shares directly owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission
that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the
Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities
reported herein that he or it does not directly own.
|
(c)
|
The transactions in the Shares by the Reporting Persons during the past sixty days are set forth
in Schedule A and are incorporated herein by reference. Such transactions were effected in the open market.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
On October 23, 2019,
the Reporting Persons entered into a Joint Filing 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 the securities of the Issuer to the extent required by applicable
law. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.2 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.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter to the Board, dated October 23, 2019.
|
|
99.2
|
Joint Filing Agreement, dated October 23, 2019.
|
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: October 23, 2019
|
Engine Capital, L.P.
|
|
|
|
By:
|
Engine Investments, LLC,
General Partner
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Jet Capital, L.P.
|
|
|
|
By:
|
Engine Investments, LLC,
General Partner
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Airflow Capital, L.P.
|
|
|
|
By:
|
Engine Investments II, LLC,
General Partner
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Capital Management, LP
|
|
|
|
By:
|
Engine Capital Management GP, LLC,
General Partner
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Capital Management GP,
LLC
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Investments, LLC
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
Engine Investments II, LLC
|
|
|
|
By:
|
/s/ Arnaud Ajdler
|
|
|
Name:
|
Arnaud Ajdler
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
/s/ Arnaud Ajdler
|
|
ARNAUD AJDLER
|
SCHEDULE A
Transactions in the Shares During
the Past Sixty Days
Nature of Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
ENGINE
CAPITAL, L.P.
Purchase of Common Stock
|
24,574
|
2.0998
|
10/03/2019
|
Purchase of Common Stock
|
56,076
|
2.1657
|
10/03/2019
|
Purchase of Common Stock
|
435,697
|
2.2392
|
10/04/2019
|
Purchase of Common Stock
|
486,283
|
2.3152
|
10/07/2019
|
Purchase of Common Stock
|
956,194
|
2.3532
|
10/08/2019
|
Purchase of Common Stock
|
860,898
|
2.3847
|
10/09/2019
|
Purchase of Common Stock
|
355,746
|
2.3914
|
10/10/2019
|
Purchase of Common Stock
|
117,655
|
2.4225
|
10/11/2019
|
Purchase of Common Stock
|
65,465
|
2.3833
|
10/14/2019
|
Purchase of Common Stock
|
63,744
|
2.4200
|
10/15/2019
|
Purchase of Common Stock
|
48,058
|
2.3799
|
10/16/2019
|
Purchase of Common Stock
|
34,234
|
2.4242
|
10/17/2019
|
Purchase of Common Stock
|
127,488
|
2.3970
|
10/18/2019
|
Purchase of Common Stock
|
115,371
|
2.4136
|
10/21/2019
|
Purchase of Common Stock
|
79,976
|
2.4481
|
10/22/2019
|
ENGINE JET
CAPITAL, L.P.
Purchase of Common Stock
|
5,426
|
2.0998
|
10/03/2019
|
Purchase of Common Stock
|
12,383
|
2.1657
|
10/03/2019
|
Purchase of Common Stock
|
96,210
|
2.2392
|
10/04/2019
|
Purchase of Common Stock
|
107,380
|
2.3152
|
10/07/2019
|
Purchase of Common Stock
|
211,146
|
2.3532
|
10/08/2019
|
Purchase of Common Stock
|
190,102
|
2.3847
|
10/09/2019
|
Purchase of Common Stock
|
78,556
|
2.3914
|
10/10/2019
|
Purchase of Common Stock
|
25,980
|
2.4225
|
10/11/2019
|
Purchase of Common Stock
|
14,456
|
2.3833
|
10/14/2019
|
Purchase of Common Stock
|
14,076
|
2.4200
|
10/15/2019
|
Purchase of Common Stock
|
10,612
|
2.3799
|
10/16/2019
|
Purchase of Common Stock
|
7,559
|
2.4242
|
10/17/2019
|
Purchase of Common Stock
|
28,152
|
2.3970
|
10/18/2019
|
Purchase of Common Stock
|
25,458
|
2.4136
|
10/21/2019
|
Purchase of Common Stock
|
17,647
|
2.4481
|
10/22/2019
|
Engine
Airflow Capital, L.P.
Purchase of Common Stock
|
1,104,928
|
2.3914
|
10/10/2019
|
Purchase of Common Stock
|
40,939
|
2.4225
|
10/11/2019
|
Purchase of Common Stock
|
22,779
|
2.3833
|
10/14/2019
|
Purchase of Common Stock
|
22,180
|
2.4200
|
10/15/2019
|
Purchase of Common Stock
|
16,723
|
2.3799
|
10/16/2019
|
Purchase of Common Stock
|
11,912
|
2.4242
|
10/17/2019
|
Purchase of Common Stock
|
44,360
|
2.3970
|
10/18/2019
|
Purchase of Common Stock
|
97,622
|
2.4481
|
10/22/2019
|