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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VIEX Opportunities Fund, LP – Series One*
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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
|
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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
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
|
NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
101,384
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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|
101,384
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
|
|
|
|
|
|
|
101,384
|
|
|
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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|
|
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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* This Series One is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.
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1
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NAME OF REPORTING PERSON
|
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VIEX Special Opportunities Fund II, LP
|
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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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|
4
|
|
SOURCE OF FUNDS
|
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|
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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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|
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|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
581,374*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
581,374*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
581,374*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*Includes 12,000 shares of Common Stock underlying call options
currently exercisable as further described in Item 6.
|
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|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Special Opportunities Fund III, LP
|
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|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
184,668*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
184,668*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
184,668*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*Includes 100,000 shares of Common Stock underlying call options
currently exercisable as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX GP, 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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
101,384
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
101,384
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
101,384
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Special Opportunities GP II, 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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
581,374*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
581,374*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
581,374*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
*Includes 12,000 shares of Common Stock underlying call options
currently exercisable as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Special Opportunities GP III, 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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
184,668*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
184,668*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
184,668*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
*Includes 100,000 shares of Common Stock underlying call options
currently exercisable as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Capital Advisors, 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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
867,426*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
867,426*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
867,426*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.7%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
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IA
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*Includes 112,000 shares of Common Stock underlying call options
currently exercisable as further described in Item 6.
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1
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NAME OF REPORTING PERSON
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Eric Singer
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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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AF
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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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USA
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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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- 0 -
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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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867,426*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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867,426*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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867,426*
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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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6.7%
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14
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TYPE OF REPORTING PERSON
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IN
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*Includes 112,000 shares of Common Stock underlying call options
currently exercisable as further described in Item 6.
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, $0.001 par value (the “Shares”), of Red Robin Gourmet Burgers, Inc., a Delaware corporation (the
“Issuer”). The address of the principal executive offices of the Issuer is 6312 S. Fiddler’s Green Circle, Suite
200 N, Greenwood Village, CO 80111.
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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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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;
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(ii)
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VIEX Special Opportunities Fund II, LP (“VSO II”), a Delaware limited partnership,
with respect to the Shares directly and beneficially owned by it;
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(iii)
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VIEX Special Opportunities Fund III, LP (“VSO III”), a Delaware limited partnership,
with respect to the Shares directly and beneficially owned by it;
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(iv)
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VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company, as the general partner
of Series One;
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(v)
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VIEX Special Opportunities GP II, LLC (“VSO GP II”), a Delaware limited liability company,
as the general partner of VSO II;
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(vi)
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VIEX Special Opportunities GP III, LLC (“VSO GP III”), a Delaware limited liability
company, as the general partner of VSO III;
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(vii)
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VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company,
as the investment manager of each of Series One, VSO II and VSO III; and
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(viii)
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Eric Singer, as managing member of each of VIEX GP, VSO GP II, VSO GP III, and VIEX Capital.
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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 745 Boylston Street, 3rd Floor, Boston, Massachusetts
02116.
(c) The
principal business of Series One, VSO II and VSO III 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 VSO GP III is acting as the general partner of VSO III. The principal business of VIEX Capital is serving as the investment
manager to Series One, VSO II and VSO III. The principal occupation of Mr. Singer is serving as the managing member of each of
VIEX GP, VSO GP II, VSO GP III and VIEX Capital.
(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, VSO III, VIEX GP, VSO GP II, VSO GP III and VIEX Capital is organized under the laws of the State of Delaware.
Mr. Singer is a citizen of the United States of America.
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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 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 101,384 Shares beneficially owned by Series One is approximately
$3,285,595, 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 569,374 Shares beneficially owned by VSO II is approximately $17,435,930,
including brokerage commissions. The aggregate purchase price of the 12,000 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by VSO II is approximately $13,890, including brokerage commissions.
The Shares purchased
by VSO III 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 84,668 Shares beneficially owned by VSO III is approximately $2,544,973,
including brokerage commissions. The aggregate purchase price of the 100,000 Shares underlying certain call options which are
currently exercisable and may be deemed to be beneficially owned by VSO III is approximately $916,000, 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.
The Reporting
Persons are disappointed that the Issuer has failed to disclose a strategic plan for the Issuer to generate greater value for
shareholders following its rejection of a credible bid to acquire the Issuer several months ago for $40 per share. The
Reporting Persons are also concerned with the Issuer’s decision to adopt a poison pill and hire expensive defense
counsel following this unsolicited bid without detailing a plan forward for the Issuer to operate as a standalone company.
The Issuer is operating in a consolidating industry where transactions have occurred at very healthy multiples. Accordingly,
the Reporting Persons question whether these defensive measures are truly in the best interest of all shareholders and the
best use of shareholder capital. The Reporting Persons have had discussions with management and members of the Issuer’s
board of directors (the “Board”) regarding these concerns and others.
The
Reporting Persons desire to acquire more than 10% of the outstanding stock and intend to engage in further discussions with
the Board to obtain a waiver of the Issuer’s poison pill.
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 communications with management and
the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting
Persons’ investment, making proposals to the Issuer concerning 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.
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.
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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 Reporting Person is based upon 12,939,670 Shares outstanding, which is the total number of Shares
outstanding as of November 4, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on November 5, 2019.
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(a)
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As of the close of business on December 27, 2019, Series One beneficially owned 101,384 Shares.
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Percentage: Less
than 1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 101,384
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 101,384
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(c)
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The transactions in the securities of the Issuer by Series One during the past 60 days are set
forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on December 27, 2019, VSO
II beneficially owned 581,374 Shares, including 12,000 Shares underlying call options currently exercisable.
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Percentage: Approximately
4.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 581,374
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 581,374
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(c)
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The transactions in the securities of the Issuer by VSO II during the past 60 days are set forth
in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on December 27, 2019, VSO
III beneficially owned 184,668 Shares, including 100,000 Shares underlying call options currently exercisable.
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Percentage:
Approximately 1.4%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 184,668
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 184,668
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(c)
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The transactions in the securities of the Issuer by VSO III during the past 60 days are set forth
in Schedule A and are incorporated herein by reference.
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(a)
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VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 101,384
Shares beneficially owned by Series One.
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Percentage: Less
than 1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 101,384
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 101,384
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(c)
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VIEX GP has not entered into any transactions in the securities of the Issuer during the past 60
days. The transactions in the securities of the Issuer on behalf of Series One during the past 60 days are set forth in Schedule
A and are incorporated herein by reference.
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(a)
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VSO GP II, as the general partner
of VSO II, may be deemed the beneficial owner of the 581,374 Shares beneficially owned by VSO II, including 12,000 Shares underlying
call options currently exercisable.
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Percentage: Approximately
4.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 581,374
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 581,374
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(c)
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VSO GP II has not entered into any transactions in the securities of the Issuer during the past
60 days. The transactions in the securities of the Issuer on behalf of VSO II during the past 60 days are set forth in Schedule
A and are incorporated herein by reference.
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(a)
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VSO GP III, as the general partner
of VSO III, may be deemed the beneficial owner of the 184,668 Shares beneficially owned by VSO III, including 100,000 Shares underlying
call options currently exercisable.
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Percentage:
Approximately 1.4%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 184,668
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 184,668
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(c)
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VSO GP III has not entered into any transactions in the securities of the Issuer during the past
60 days. The transactions in the securities of the Issuer on behalf of VSO III during the past 60 days are set forth in Schedule
A and are incorporated herein by reference
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(a)
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VIEX Capital, as the investment
manager to Series One, VSO II and VSO III, may be deemed the beneficial owner of the (i) 101,384 Shares beneficially owned by Series
One, (ii) 581,374 Shares beneficially owned by VSO II, including 12,000 Shares underlying call options currently exercisable and
(iii) 184,668 Shares beneficially owned by VSO III, including 100,000 Shares underlying call options currently exercisable.
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Percentage: Approximately
6.7%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 867,426
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 867,426
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(c)
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VIEX Capital has not entered into any transactions in the securities of the Issuer during the past
60 days. The transactions in the securities of the Issuer on behalf of each of Series One, VSO II and VSO III during the past 60
days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Singer, as the managing member of each of VIEX
GP, VSO GP II, VSO GP III and VIEX Capital, may be deemed the beneficial owner of the (i) 101,384 Shares beneficially owned by
Series One, (ii) 581,374 Shares beneficially owned by VSO II, including 12,000 Shares underlying call options currently exercisable
and (iii) 184,668 Shares beneficially owned by VSO III, including 100,000 Shares underlying call options currently exercisable.
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Percentage: Approximately
6.7%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 867,426
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 867,426
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(c)
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Mr. Singer has not entered into any transactions in the securities of the Issuer during the past
60 days. The transactions in the securities of the Issuer on behalf of each of Series One, VSO II and VSO III during the past 60
days are set forth in Schedule A and are incorporated herein by reference.
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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 Securities Exchange
Act of 1934, as amended, 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.
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(d)
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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.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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VSO II has purchased in the over-the-counter market American-style call options referencing an aggregate of 10,000 Shares, which have an exercise price
of $40.00 and expire on March 20, 2020.
VSO II has purchased in the over-the-counter market American-style call options referencing an aggregate of 2,000 Shares, which have an exercise price of
$40.00 and expire on January 15, 2021.
VSO III has purchased in the over-the-counter market American-style call options referencing an aggregate of 50,000 Shares, which have an exercise price
of $25.00 and expire on June 19, 2020, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO III has purchased in the over-the-counter market American-style call options referencing an aggregate of 50,000 Shares, which have an exercise price
of $22.50 and expire on January 15, 2021, as further detailed on Schedule A hereto, which is incorporated by reference herein.
On December 30, 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. The Joint Filing Agreement is attached hereto as Exhibit 99.1 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.
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Item 7.
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Material to be Filed as Exhibits.
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99.1
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Joint Filing Agreement by and among VIEX Opportunities Fund, LP – Series One, VIEX Special
Opportunities Fund II, LP, VIEX Special Opportunities Fund III, LP, VIEX GP, LLC, VIEX Special Opportunities GP II, LLC, VIEX Special
Opportunities GP III, LLC, VIEX Capital Advisors, LLC and Eric Singer, dated December 30, 2019.
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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 30, 2019
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VIEX Opportunities Fund, LP – Series One
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By:
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VIEX GP, LLC
General Partner
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX GP, LLC
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX Special Opportunities Fund II, LP
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By:
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VIEX Special Opportunities GP II, LLC
General Partner
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX Special Opportunities GP II, LLC
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX Special Opportunities Fund III, LP
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By:
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VIEX Special Opportunities GP III, LLC
General Partner
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX Special Opportunities GP III, LLC
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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VIEX Capital Advisors, LLC
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By:
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/s/ Eric Singer
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Name:
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Eric Singer
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Title:
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Managing Member
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/s/ Eric Singer
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Eric Singer
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SCHEDULE A
Transactions in the Securities
of the Issuer During the Past Sixty Days
Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Security($)
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Date of
Purchase / Sale
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VIEX
OPPORTUNITIES FUND, LP – SERIES ONE
Delivery of Common Stock Upon Assignment of December 20, 2019 Put Option ($35.00 Strike Price)
|
100
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35.0000
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12/20/2019
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VIEX special
opportunities fund ii, LP
Sale of Common Stock
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(5,558)
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32.1710
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11/04/2019
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Sale of Common Stock
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(27,097)
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32.1148
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11/04/2019
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Sale of Common Stock
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(15,303)
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32.5967
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11/05/2019
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Sale of Common Stock
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(20,500)
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32.5893
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11/05/2019
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Delivery of Common Stock Upon Assignment of December 20, 2019 Put Option ($35.00 Strike Price)
|
100
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35.0000
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11/07/2019
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Purchase of Common Stock
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83,227
|
27.0261
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11/07/2019
|
Delivery of Common Stock Upon Assignment of December 20, 2019 Put Option ($35.00 Strike Price)
|
13,800
|
35.0000
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11/08/2019
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Purchase of Common Stock
|
34,809
|
26.6433
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11/11/2019
|
Delivery of Common Stock Upon Assignment of December 20, 2019 Put Option ($35.00 Strike Price)
|
25,700
|
35.0000
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11/12/2019
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Purchase of Common Stock
|
35,000
|
26.2604
|
11/12/2019
|
Delivery of Common Stock Upon Assignment of December 20, 2019 Put Option ($35.00 Strike Price)
|
30,300
|
35.0000
|
11/13/2019
|
Purchase of Common Stock
|
10,000
|
25.9640
|
11/13/2019
|
Purchase of Common Stock
|
5,046
|
26.2252
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11/14/2019
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Delivery of Common Stock Upon Assignment of December 20, 2019 Put Option ($35.00 Strike Price)
|
500
|
35.0000
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11/22/2019
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Purchase of Common Stock
|
25,000
|
26.8950
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11/27/2019
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Delivery of Common Stock Upon Assignment of December 20, 2019 Put Option ($35.00 Strike Price)
|
104,600
|
35.0000
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12/20/2019
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VIEX
special opportunities fund iIi, LP
Purchase of Common Stock
|
32,619
|
29.9191
|
12/19/2019
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Purchase of Common Stock
|
41,555
|
30.1127
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12/20/2019
|
Purchase of Common Stock
|
10,494
|
30.1919
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12/20/2019
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Purchase of June 2020 Call Option ($25.00 Strike Price)1
|
50,000
|
7.3000
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12/27/2019
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Purchase of January 2021 Call Option ($22.50 Strike Price)2
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50,000
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11.0000
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12/27/2019
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___________________________
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1
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Represents Shares underlying American-style call options purchased in the over-the-counter market.
These call options expire on June 19, 2020.
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2
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Represents Shares underlying American-style call options purchased in the over-the-counter market.
These call options expire on January 15, 2021.
|