Item 3.
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Source and Amount of Funds or Other Consideration
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The shares of Common Stock described in this Schedule 13D were acquired initially by SC LLC as follows: (i) February 28, 2020
60,000 shares of Common Stock were acquired for an aggregate purchase price of $1,963,848; (ii) March 2, 2020 68,000 shares of Common Stock were acquired for an aggregate purchase price of $2,291,866, (iii) March 3, 2020
22,280 shares of Common Stock were acquired for an aggregate purchase price of $743,658 and (iv) May 5, 2020 375,000 shares of Common Stock and the Warrant were acquired for an aggregate purchase price of $7,500,000. The total
aggregate consideration paid by the Reporting Persons for the Common Stock and the Warrant is $12,499,372. In May 2020, SC LLC transferred 375,000 shares of Common Stock and the Warrant to BJs LLC. These purchases by SC LLC were funded using
cash on hand.
Item 4.
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Purpose of Transaction.
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The Reporting Persons believe that the Issuer is an attractive investment opportunity.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. In connection therewith, and with a view of
enhancing shareholder value, the Reporting Persons and their respective representatives expect, from time to time, to engage in discussions with the Issuers management and the board of directors of the Issuer (the Issuer Board),
with other current or prospective shareholders and other third parties regarding business strategy, operating performance and corporate governance of the Issuer, in each case subject to the terms of the IRA (as defined below). The Reporting Persons
may exchange information with the Issuer or other persons pursuant to confidentiality or similar agreements. The Reporting Persons intend to consider, explore and/or develop plans and/or make proposals with respect to, among other things, the
foregoing matters, as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons may also take steps to explore and prepare for
various plans and actions regarding the foregoing matters, before forming an intention to engage in such plans or actions.
Depending on
various factors, including, without limitation, the outcome of any discussions referenced above, the Issuers financial position, results and strategic direction, actions taken by the Issuers management and the Issuer Board, price levels
of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market 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, acquiring additional shares of Common Stock, including through exercise of the Warrant and/or other equity, debt, notes, instruments or other securities of the Issuer
(collectively, Securities) or disposing of some or all the Securities beneficially owned by them, in the public market, in privately negotiated transactions or otherwise with respect to their investment in the Issuer, in each case
subject to the terms of the IRA and pre-clearance policies of the Issuer applicable to any Reporting Persons or Covered Persons.
The information set forth in Item 6 hereto is incorporated by reference into this Item 4.
Item 5.
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Interest in Securities of the Issuer.
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(a) As of the date that this Schedule 13D is filed, (i) SC LLC directly holds 150,280 shares of Common Stock and (ii) BJs LLC
directly holds 375,000 shares of Common Stock and a five-year Common Stock Purchase Warrant to purchase 875,000 shares of Common Stock with an exercise price of $27.00 per share, subject to customary adjustments, including anti-dilution adjustments
for below-market issuances (the Warrant). As a result of the relationships described in Item 2, (i) Act III LLC, SGC LLC, the RMS Trust and the Grandchildrens Trust may be deemed to directly or indirectly beneficially own the
shares of Common Stock, including the shares of Common Stock issuable upon exercise of the Warrant, directly held by BJs LLC and (ii) SC LLC, the Childrens Trust and Mr. Shaich may be deemed to directly or indirectly
beneficially own the shares of Common Stock, including the shares of Common Stock issuable upon exercise of the Warrant, directly held by both SC LLC and BJs LLC. See also Items 11 and 13 of the cover pages to this Schedule 13D and Annex A
hereto for the aggregate number of shares of Common Stock and the percentage of the Common Stock beneficially owned by each of the Reporting Persons and the Covered Persons.
Pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, the beneficial ownership disclosed on the
cover pages of this Schedule 13D includes shares of Common Stock that are issuable upon exercise of the Warrant. The applicable ownership percentages reported in this Schedule 13D are based on (i) 22,261,229 shares of Common Stock outstanding as of
May 8, 2020 as disclosed by the Issuer in the 10-Q plus (ii) 875,000 shares of Common Stock issuable upon the exercise in full of the Warrant.