UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1
The ODP Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
676220106
(CUSIP Number)
Mr.
David L. Kanen
Kanen
Wealth Management, LLC
5850
Coral Ridge Drive, Suite 309
Coral Springs,
FL 33076
(631)
863-3100
AFSHIN HAKIM, ESQ.
HAKIM LAW GROUP
11812 San Vincente Blvd., Suite 380
Los Angeles, California 90049
(424) 299-8913
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 25, 2021
(Date of Event Which Requires Filing of
This Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note. Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
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1
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The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
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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 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).
(Continued on following pages)
1
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NAME OF REPORTING PERSONS
PHILOTIMO FUND, LP
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2
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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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4
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SOURCE OF FUNDS
WC
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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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
286,448
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9
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SOLE DISPOSITIVE POWER
- 0 -
|
10
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SHARED DISPOSITIVE POWER
286,448
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,448
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.54%
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14
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TYPE OF REPORTING PERSON
IA, PN
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1
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NAME OF REPORTING PERSONS
KANEN WEALTH MANAGEMENT, LLC
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2
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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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4
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SOURCE OF FUNDS
OO; 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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
572,174
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9
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SOLE DISPOSITIVE POWER
- 0 -
|
10
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SHARED DISPOSITIVE POWER
572,174
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,174
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.07%
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14
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TYPE OF REPORTING PERSON
IA, OO
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1
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NAME OF REPORTING PERSONS
DAVID L. KANEN
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2
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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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4
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SOURCE OF FUNDS
PF; 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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
44,709
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8
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SHARED VOTING POWER
572,174
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9
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SOLE DISPOSITIVE POWER
44,709
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10
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SHARED DISPOSITIVE POWER
572,174
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,883
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.15%
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14
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TYPE OF REPORTING PERSON
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 The ODP Corporation, a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 6600 North Military Trail, Boca
Raton, Florida 33496.
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Item 2.
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Identity and Background.
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(a)
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This statement is filed by:
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(i) Philotimo
Fund, LP, a Delaware limited partnership (“Philotimo”), with respect to the Shares directly and beneficially
owned by it;
(ii) Kanen
Wealth Management, LLC, a Florida limited liability company (“KWM”), as the general partner of Philotimo and
with respect to the Shares directly and beneficially owned by it; and
(iii) David
L. Kanen, as the managing member of KWM and with respect to the Shares directly and beneficially owned by him.
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 Philotimo, KWM and Mr. Kanen is 5850 Coral Ridge Drive, Suite 309, Coral Springs, Florida
33076.
(c) The
principal business of each of KWM and Philotimo is investing in securities. The principal occupation of Mr. Kanen is serving as
the managing member of KWM.
(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.
Kanen 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 Philotimo 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 transactions. The Shares purchased by KWM were purchased with the funds for the
accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of
business) in open market transactions. The Shares purchased by Mr. Kanen were purchased with personal funds (which may, at any
given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate
purchase price of the 285,726 Shares beneficially owned by KWM is approximately $6,816,958.50 including brokerage commissions.
The aggregate purchase price of the 286,448 Shares beneficially owned by Philotimo is approximately $6,999,002.19, including
brokerage commissions. The aggregate purchase price of the 44,709 Shares beneficially owned by Mr. Kanen is approximately $1,196,662.87,
including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons
continue to believe that certain changes at the Issuer are necessary to enhance shareholder value and help realize the Issuer’s
short- and long-term business plans. The Reporting Persons believe that the Issuer’s current share price, as well as disclosures
made by the Issuer’s regarding a share repurchase, validate their position that the oversight provided by the Board of Directors
is ineffective. Mr. Kanen, acting on behalf of the Reporting Persons, has expressed the disappointment with the Issuer’s
recent financial results and the Board of Directors’ failure to take actions necessary to improve the situation. A copy of
the letter dated March 25, 2021, delivered by Mr. Kanen on March 25, 2021, to the Board of Directors, is filed as an exhibit to
this Schedule 13D.
Except as noted in this
Schedule 13D, 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 communications with management and the Board of Directors of the Issuer,
engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’
investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making
recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including
board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions
for improving the Issuer’s financial and/or operational performance, 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, including swaps and
other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
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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 person named herein is based upon 53,524,445 Shares outstanding, as of February 17, 2021, which
is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on February 24, 2021.
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(a)
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As of the close of business on March 25, 2021, Philotimo beneficially owned 286,448 Shares.
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Percentage: Approximately 0.54%
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(b)
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1. Sole power to vote or direct
vote: 0
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2.
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Shared power to vote or direct vote: 572,174
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3.
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Sole power to dispose or direct the disposition: 0
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4.
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Shared power to dispose or direct the disposition:
572,174
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(c)
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There were no transactions in the Shares by Philotimo during the past sixty days.
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(a)
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As of the close of business on March 25, 2021, KWM beneficially owned 285,726 Shares. KWM, as the
general partner of Philotimo, may be deemed the beneficial owner of the 286,448 Shares owned by Philotimo.
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Percentage: Approximately 1.07%
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(b)
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1. Sole power to vote or direct vote: 0
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2.
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Shared power to vote or direct vote: 572,174
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3.
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Sole power to dispose or direct the disposition: 0
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4.
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Shared power to dispose or direct the disposition:
572,174
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(c)
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There were no transactions in the Shares by KWM during the past sixty days.
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(a)
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As of the close of business on March 25, 2021, Mr. Kanen directly beneficially owned 44,709 Shares.
Mr. Kanen, as the managing member of KWM, may be deemed the beneficial owner of the (i) 285,726 Shares owned by KWM and (ii) 286,448
Shares owned by Philotimo.
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Percentage: Approximately 1.15%
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(b)
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1. Sole power to vote or direct vote: 44,709
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2.
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Shared power to vote or direct vote: 572,174
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3.
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Sole power to dispose or direct the disposition: 44,709
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4.
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Shared power to dispose or direct the disposition: 572,174
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(c)
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There were no transactions in the Shares by Mr. Kanen during the past sixty days.
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KWM, in its role as investment
manager to several customer accounts (collectively, the “Accounts”) to which it furnishes investment advice,
and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer’s Shares held in
the Accounts.
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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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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On March 25, 2021, 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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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: March 25, 2021
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KANEN WEALTH MANAGEMENT, LLC
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By:
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/s/ David L. Kanen
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Name:
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David L. Kanen
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Title:
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Managing Member
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PHILOTIMO FUND, LP
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By:
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Kanen Wealth Management, LLC
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its general partner
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By:
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/s/ David L. Kanen
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Name:
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David L. Kanen
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Title:
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Managing Member
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/s/ David L. Kanen
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DAVID L. KANEN
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