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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HESTIA CAPITAL PARTNERS, LP
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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|
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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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|
|
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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
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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
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
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EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
948,600
|
|
PERSON WITH
|
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9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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|
948,600
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
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|
948,600
|
|
|
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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|
1.46%
|
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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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|
HESTIA CAPITAL MANAGEMENT, LLC
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(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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|
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|
|
AF, OO
|
|
|
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
|
|
|
|
|
1,355,100
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,355,100
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,355,100
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.09%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
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|
|
|
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|
|
OO
|
|
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|
|
|
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1
|
|
NAME OF REPORTING PERSON
|
|
|
|
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|
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|
|
KURTIS J. WOLF
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
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3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF, OO, PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
21,400
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,355,100
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
21,400
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,355,100
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,376,500
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.13%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PERMIT CAPITAL ENTERPRISE FUND, L.P.
|
|
|
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
|
|
|
|
|
2,744,031
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,744,031
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,744,031
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.24%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PERMIT CAPITAL, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF, 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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,744,031
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,744,031
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,744,031
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.24%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PERMIT CAPITAL GP, L.P.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF, 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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,744,031
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,744,031
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,744,031
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.24%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JOHN C. BRODERICK
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF, OO, PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
546,925
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,744,031
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
546,925
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,744,031
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,290,956
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.08%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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1
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NAME OF REPORTING PERSON
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ADAM DUKOFF
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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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PF
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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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49,150
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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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49,150
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10
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SHARED DISPOSITIVE POWER
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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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49,150
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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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Less than 1%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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PAUL J. EVANS
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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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PF
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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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5,000
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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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5,000
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10
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SHARED DISPOSITIVE POWER
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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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5,000
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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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Less than 1%
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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
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the
Schedule 13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Item 2 is hereby
amended to add the following:
According to the preliminary
voting results from the 2020 annual meeting of stockholders of the Issuer held on June 12, 2020 (the “2020 Annual Meeting”),
as described in Item 4 below, Kurtis J. Wolf and Paul J. Evans were elected to the Board of Directors of the Issuer (the “Board”).
Accordingly, each of Hestia Capital, Hestia LLC, Kurtis J. Wolf, Adam Dukoff and Paul J. Evans are no longer members of the Section
13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 5. The remaining Reporting
Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of
the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement
defined and described in Item 6 below.
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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 beneficially
owned by each of Hestia Capital, Hestia LLC and Permit Enterprise 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 in Schedule A, which is incorporated herein by reference. The Shares beneficially owned by Messrs. Wolf Broderick, Dukoff
and Evans were purchased with personal funds.
The aggregate purchase
price of the 948,600 Shares beneficially owned by Hestia Capital is approximately $4,752,779, including brokerage commissions.
The aggregate purchase price of the 406,500 Shares held in the SMAs which are deemed to be beneficially owned by Hestia LLC is
approximately $2,084,876, including brokerage commissions. The aggregate purchase price of the 21,400 Shares beneficially owned
by Mr. Wolf is approximately $161,208, including brokerage commissions. The aggregate purchase price of the 2,744,031 Shares beneficially
owned by Permit Enterprise is approximately $21,278,434, including brokerage commissions. The aggregate purchase price of the 546,925
Shares beneficially owned by Mr. Broderick is approximately $3,751,752, including brokerage commissions.
The Shares purchased
by Mr. Dukoff were purchased with personal funds in the open market. The aggregate purchase price of the 49,150 Shares beneficially
owned by Mr. Dukoff is approximately $194,746, including brokerage commissions.
The Shares purchased
by Mr. Evans were purchased with personal funds in the open market. The aggregate purchase price of the 5,000 Shares beneficially
owned by Mr. Evans is approximately $22,300, including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby
amended to add the following:
According to the preliminary
voting results from the 2020 Annual Meeting, Kurtis J. Wolf and Paul J. Evans were elected to the Board at the 2020 Annual Meeting.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are
hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 64,758,910 shares outstanding as of June 2, 2020 as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 9, 2020.
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(a)
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As of the close of business on June 11, 2020, Hestia Capital beneficially owned 948,600 Shares.
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Percentage: Approximately
1.46%
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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: 948,600
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 948,600
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(c)
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The transactions in the Shares by Hestia Capital since the filing of Amendment No. 4 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 June 11, 2020, Hestia LLC beneficially owned 406,500 Shares, which
are held in SMAs. As the general partner of Hestia Capital, Hestia LLC may also be deemed the beneficial owner of the 948,600 Shares
beneficially owned by Hestia Capital.
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Percentage: Approximately
2.09%
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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: 1,355,100
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,355,100
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(c)
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The transactions in the Shares by Hestia LLC since the filing of Amendment No. 4 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 June 11, 2020, Mr. Wolf beneficially owned 21,400 Shares, which
are held jointly with his wife. As the managing member of Hestia LLC, Mr. Wolf may also be deemed the beneficial owner of the (i)
948,600 Shares beneficially owned by Hestia Capital and (ii) the 406,500 Shares held in SMAs that are beneficially owned by Hestia
LLC.
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Percentage: Approximately
2.13%
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(b)
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1. Sole power to vote or direct vote: 21,400
2. Shared power to vote or direct vote: 1,355,100
3. Sole power to dispose or direct the disposition: 21,400
4. Shared power to dispose or direct the disposition: 1,355,100
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(c)
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Mr. Wolf has not entered into any transactions in the Shares since the filing of Amendment No.
4 to the Schedule 13D.
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(a)
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As of the close of business on June 11, 2020, Permit Enterprise beneficially owned 2,744,031 Shares.
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Percentage: Approximately
4.24%
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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: 2,744,031
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,744,031
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(c)
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Permit Enterprise has not entered into any transactions in the Shares since the filing of Amendment
No. 4 to the Schedule 13D.
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(a)
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Permit LLC, as the investment adviser of Permit Enterprise, may be deemed the beneficial owner
of the 2,744,031 Shares owned by Permit Enterprise.
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Percentage: Approximately
4.24%
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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: 2,744,031
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,744,031
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(c)
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Permit LLC has not entered into any transactions in the Shares since the filing of Amendment No.
4 to the Schedule 13D.
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(a)
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Permit GP, as the general partner of Permit Enterprise, may be deemed the beneficial owner of the
2,744,031 Shares owned by Permit Enterprise.
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Percentage: Approximately
4.24%
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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: 2,744,031
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,744,031
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(c)
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Permit GP has not entered into any transactions in the Shares since the filing of Amendment No.
4 to the Schedule 13D.
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(a)
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As of the close of business on June 11, 2020, Mr. Broderick beneficially owned 546,925 Shares,
including 3,825 Shares held by his wife, of which Mr. Broderick maintains voting and dispositive power. As a partner of Permit
GP, Mr. Broderick may also be deemed the beneficial owner of the 2,744,031 Shares beneficially owned by Permit Enterprise.
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Percentage: Approximately
5.08%
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(b)
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1. Sole power to vote or direct vote: 546,925
2. Shared power to vote or direct vote: 2,744,031
3. Sole power to dispose or direct the disposition: 546,925
4. Shared power to dispose or direct the disposition: 2,744,031
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(c)
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Mr. Broderick has not entered into any transactions in the Shares since the filing of Amendment
No. 4 to the Schedule 13D.
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(a)
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As of the close of business on June 11, 2020, Mr. Dukoff beneficially owned 49,150 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: 49,150
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 49,150
4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Dukoff has not entered into any transactions in the Shares since the filing of Amendment No.
4 to the Schedule 13D.
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(a)
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As of the close of business on June 11, 2020, Mr. Evans beneficially owned 5,000 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: 5,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,000
4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Evans has not entered into any transactions in the Shares since the filing of Amendment No.
4 to the Schedule 13D.
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As of the close of
business on June 11, 2020, the Reporting Persons collectively beneficially owned an aggregate of 4,726,606 Shares, constituting
approximately 7.30% of the Shares outstanding.
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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Item 6.
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Contracts, Arrangements, understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended
to add the following:
As of the date hereof,
Permit Enterprise holds $772,500 principal amount of unsecured 6.75% senior notes due March 15, 2021 (the “2021 Senior Notes”).
The 2021 Senior Notes are not convertible into shares of Common Stock and do not contain voting rights.
On June 12, 2020,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent
to this Amendment No. 5 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 as required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
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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 Permit Capital Enterprise Fund, L.P., Permit Capital, LLC,
Permit Capital GP, L.P. and John C. Broderick, dated June 12, 2020.
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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: June 12, 2020
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Hestia Capital Partners, LP
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By:
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Hestia Capital Management, LLC,
its General Partner
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By:
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/s/ Kurtis J. Wolf
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Name:
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Kurtis J. Wolf
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Title:
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Managing Director
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Hestia Capital Management, LLC
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|
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By:
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/s/ Kurtis J. Wolf
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Name:
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Kurtis J. Wolf
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Title:
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Managing Member
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/s/ Kurtis J. Wolf
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Kurtis J. Wolf
Individually and as attorney-in-fact for Adam Dukoff and Paul J.
Evans
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Permit Capital Enterprise Fund, L.P.
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|
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By:
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/s/ John Broderick
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Name:
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John Broderick
|
|
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Title:
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Partner
|
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Permit Capital, LLC
|
|
|
|
By:
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/s/ John Broderick
|
|
|
Name:
|
John Broderick
|
|
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Title:
|
Partner
|
|
Permit Capital GP, L.P.
|
|
|
|
By:
|
/s/ John Broderick
|
|
|
Name:
|
John Broderick
|
|
|
Title:
|
Partner
|
|
/s/ John Broderick
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|
John Broderick
|
SCHEDULE A
Transactions in the Shares Since
the Filing of Amendment No. 4
Nature of Transaction
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Amount of Securities
Purchased/(Sold)
|
Price per Share ($)
|
Date of
Purchase/Sale
|
HESTIA CAPITAL PARTNERS, LP
Purchase of Common Stock
|
14,000
|
5.0100
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05/06/2020
|
Purchase of Common Stock
|
28,000
|
4.0050
|
05/14/2020
|
HESTIA CAPITAL MANAGEMENT, LLC
(through the Separately Managed Accounts)
Purchase of Common Stock
|
4,000
|
5.0000
|
05/14/2020
|
Purchase of Common Stock
|
8,000
|
3.9975
|
05/14/2020
|