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
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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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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
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 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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770,100
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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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770,100
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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770,100
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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)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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HESTIA CAPITAL MANAGEMENT, LLC
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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, 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
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DELAWARE
|
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NUMBER OF
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7
|
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SOLE VOTING POWER
|
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SHARES
|
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BENEFICIALLY
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- 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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1,045,600
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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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1,045,600
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,045,600
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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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1.2%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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KURTIS J. WOLF
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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, OO, 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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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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16,900
|
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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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1,045,600
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PERSON WITH
|
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9
|
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SOLE DISPOSITIVE POWER
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16,900
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10
|
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SHARED DISPOSITIVE POWER
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1,045,600
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
|
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1,062,500
|
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12
|
|
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)
|
|
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|
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|
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1.2%
|
|
|
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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PERMIT CAPITAL ENTERPRISE FUND, L.P.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
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3
|
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SEC USE ONLY
|
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4
|
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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
|
|
|
|
|
3,053,536
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,053,536
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,053,536
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.38%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
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|
|
|
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
|
|
|
|
|
3,053,536
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,053,536
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,053,536
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.38%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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
|
|
|
|
|
3,053,536
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,053,536
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,053,536
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.38%
|
|
|
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
|
|
|
|
|
485,925
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,053,536
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
485,925
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,053,536
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,539,461
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.91%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
|
This statement relates
to the Class A common stock, $0.001 par value per share (the “Shares”), of GameStop Corp. (the “Issuer”).
The address of the principal executive offices of the Issuer is 625 Westport Parkway, Grapevine, Texas 76051.
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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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Hestia Capital Partners, LP, a Delaware limited partnership (“Hestia Capital”);
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(ii)
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Hestia Capital Management, LLC, a Delaware limited liability company (“Hestia LLC”),
which serves as the general partner of Hestia Capital and the investment manager of certain separately managed accounts (the “SMAs”);
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(iii)
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Kurtis J. Wolf, who serves as the managing member and chief investment officer of Hestia LLC (together
with Hestia Capital and Hestia LLC, “Hestia”);
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(iv)
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Permit Capital Enterprise Fund, L.P., a Delaware limited partnership (“Permit Enterprise”);
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(v)
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Permit Capital, LLC, a Delaware limited liability company, which serves as the investment adviser
of Permit Enterprise (“Permit LLC”);
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(vi)
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Permit Capital GP, L.P., a Delaware limited partnership, which serves as the general partner of
Permit Enterprise (“Permit GP”); and
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(vii)
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John C. Broderick, who serves as the sole portfolio manager of Permit Enterprise and a partner of both Permit
LLC and Permit GP (together with Permit Enterprise, Permit LLC and Permit GP, “Permit”).
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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 Group Agreement, as defined and 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 Hestia Capital, Hestia LLC and Mr. Wolf is 175 Brickyard Road, Suite 200, Adams Township,
Pennsylvania 16046. The address of the principal office of each of Permit Enterprise, Permit LLC, Permit GP and Mr. Broderick is
100 Front Street, Suite 900, West Conshohocken, Pennsylvania 19428.
(c) The principal business of Hestia Capital is investing in securities and engaging in all related activities
and transactions. The principal business of Hestia LLC, is serving as the general partner of Hestia Capital and the investment
manager of the SMAs. The principal occupation of Mr. Wolf is serving as the Managing Member and Chief Investment Officer of Hestia
LLC. The principal business of Permit Enterprise is investing in securities and engaging in all related activities and transactions.
The principal business of Permit LLC is serving as the investment adviser of Permit Enterprise. The principal business of Permit
GP is serving as the general partner of Permit Enterprise. The principal occupation of Mr. Broderick is serving as the sole
portfolio manager of Permit Enterprise and a partner of both Permit LLC and Permit GP.
(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) Messrs.
Wolf and Broderick are citizens 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 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 Mr. Wolf and Mr. Broderick were purchased with personal funds.
The aggregate
purchase price of the 770,100 Shares beneficially owned by Hestia Capital is approximately $5,157,181, including brokerage
commission. The aggregate purchase price of the 275,500 Shares held in the SMAs which are deemed to be beneficially owned by
Hestia LLC is approximately $1,662,258, including brokerage commission. The aggregate purchase price of the 16,900 Shares
beneficially owned by Mr. Wolf is approximately $149,845, including brokerage commission. The aggregate purchase price of the
3,053,536 Shares beneficially owned by Permit Enterprise is approximately $30,567,010, including brokerage commission. The
aggregate purchase price of the 485,925 Shares beneficially owned by Mr. Broderick is approximately $4,017,604, including
brokerage commission.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons
purchased the securities of the Issuer based on the Reporting Persons’ belief that such securities, 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 securities of the Issuer at prices that would make the purchase or
sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through,
among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise,
on such terms and at such times as the Reporting Persons may deem advisable.
On March 7, 2019,
the Reporting Persons formed a group in connection with Hestia Capital’s nomination and the solicitation of proxies for the
election of Hestia Capital’s director candidates at the Issuer’s 2019 annual meeting of stockholders (the “2019
Annual Meeting”), which was amended by a joinder agreement on March 27, 2019. On March 29, 2019, the Reporting Persons entered
into a cooperation agreement with the Issuer (the “Agreement”). Pursuant to the Agreement, the Issuer agreed to appoint
a new independent director (the “Investor Nominee”) from among a group of candidates identified by the Reporting Persons
to the Issuer’s Board of Directors (the “Board”) within 30 days of the date of the Agreement (the date of effectiveness
of such appointment, the “Appointment Date”). The Issuer further agreed to nominate an additional independent director
nominee (the “Company Nominee”) for election as a director of the Issuer at the 2019 Annual Meeting, which Company
Nominee was selected by the Board in reasonable consultation with the Reporting Persons.
On April 19, 2019,
Lizabeth Dunn was appointed to the Board, the Nominating and Corporate Governance Committee and the Compensation Committee of the
Board, as an Investor Nominee, and Raul Fernandez was appointed to the Board and the Audit Committee, as the Company Nominee. Each
of the Investor Nominee and Company Nominee were nominated by the Board at the 2019 Annual Meeting, pursuant to the Agreement.
The Reporting Persons have customary replacement rights in the event the Investor Nominee is unable to serve as a director from
the Appointment Date until the earlier of (i) the date that is 15 calendar days prior to the last day of the advance notice period
for the submission by stockholders of director nominations for consideration at the Issuer’s 2020 annual meeting of stockholders
and (ii) any material breach of the Agreement by the Issuer (subject to a five business day remedy period if such material breach
is capable of remedy) (such period, the “Standstill Period”).
As part of the Agreement,
the Reporting Persons agreed to irrevocably withdraw, effective as of the Appointment Date, the nomination notice submitted by
Hestia Capital to the Issuer on March 28, 2019. During the Standstill Period, each of the Reporting Persons agreed to vote its
shares of the Issuer’s common stock at any meeting of the Issuer’s stockholders in favor of each director nominated
and recommended by the Board for election at any such meeting.
In addition, during
the Standstill Period, each Reporting Person has agreed to customary standstill provisions, which provide, among other things,
that no Reporting Person will: (a) acquire beneficial ownership, directly or indirectly, in any securities of the Issuer (or any
rights decoupled from such securities) that would result in such Reporting Person owning, controlling or otherwise having any beneficial
ownership interest in or aggregate economic exposure to more than 9.9% of the shares of the Issuer’s outstanding common stock,
(b) seek or propose to influence or control the management or policies of the Issuer or (c) submit a proposal or request for or
take any action in support of a proposal or request for certain extraordinary transactions, as further described in the Agreement.
The Agreement does
not prohibit nor restrict the Reporting Persons from, among other things, providing its views privately to the Board or management
on any matter.
The foregoing description
of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is referenced as Exhibit 99.1
hereto and is incorporated herein by reference.
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.
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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 90,457,598 shares outstanding as of September 4, 2019 as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 11, 2019.
A. Hestia Capital
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(a)
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As of the close of business on October 14, 2019, Hestia Capital beneficially owned 770,100 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: 770,100
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 770,100
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(c)
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The transactions in the Shares by Hestia Capital during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
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B. Hestia LLC
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(a)
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As of the close of business on October 14, 2019, Hestia LLC beneficially owned 275,500 Shares which
are held in SMAs. As the general partner of Hestia Capital, Hestia LLC may also be deemed the beneficial owner of the 770,100 Shares
beneficially owned by Hestia Capital.
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Percentage: Approximately
1.2%
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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: 1,045,600
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,045,600
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(c)
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The transactions in the Shares by the SMAs during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. Additionally, the transactions in the Shares on behalf of Hestia Capital during the
past sixty days are set forth in Schedule A and are incorporated herein by reference.
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C. Kurtis J. Wolf
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(a)
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As of the close of business on October 14, 2019, Mr. Wolf beneficially owned 16,900 Shares, including
16,000 Shares held jointly with his wife and 900 Shares held in trusts for the benefit of his children, of which Mr. Wolf maintains
voting and dispositive power. As the managing member of Hestia LLC, Mr. Wolf may also be deemed the beneficial owner of the (i)
770,100 Shares beneficially owned by Hestia Capital and (ii) the 275,500 Shares held in SMAs that are beneficially owned by Hestia
LLC.
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Percentage: Approximately
1.2%
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(b)
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1. Sole power to vote or direct vote: 16,900
2. Shared power to vote or direct vote: 1,045,600
3. Sole power to dispose or direct the disposition: 16,900
4. Shared power to dispose or direct the disposition: 1,045,600
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(c)
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The transactions in the Shares by Mr. Wolf during the past sixty days are set forth in Schedule A and are
incorporated herein by reference. Additionally, the transactions in the Shares on behalf of Hestia Capital and the SMAs during
the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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D. Permit Enterprise
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(a)
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As of the close of business on October 14, 2019, Permit Enterprise beneficially owned 3,053,536
Shares.
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Percentage: Approximately
3.38%
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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: 3,053,536
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,053,536
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(c)
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The transactions in the Shares by Permit Enterprise during the past sixty days are set forth in Schedule A
and are incorporated herein by reference.
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E. Permit LLC
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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 3,053,536 Shares owned by Permit Enterprise.
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Percentage: Approximately
3.38%
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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: 3,053,536
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,053,536
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(c)
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Permit LLC has not entered into any transactions
in the Shares during the past sixty days. The transactions in the Shares by Permit Enterprise during the past sixty days are set
forth in Schedule A and are incorporated herein by reference.
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F. Permit GP
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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
3,053,536 Shares owned by Permit Enterprise.
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Percentage: Approximately
3.38%
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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: 3,053,536
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,053,536
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(c)
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Permit GP has not entered into any transactions
in the Shares during the past sixty days. The transactions in the Shares by Permit Enterprise during the past sixty days are set
forth in Schedule A and are incorporated herein by reference.
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G. John C. Broderick
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(a)
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As of the close of business on October 14, 2019, Mr. Broderick beneficially owned 485,925 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 3,053,536
Shares beneficially owned by Permit Enterprise.
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Percentage: Approximately
3.91%
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(b)
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1. Sole power to vote or direct vote: 485,925
2. Shared power to vote or direct vote: 3,053,536
3. Sole power to dispose or direct the disposition: 485,925
4. Shared power to dispose or direct the disposition: 3,053,536
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(c)
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The transactions in the Shares by Mr. Broderick during the past sixty days are set forth in Schedule A and
are incorporated herein by reference. Additionally, the transactions in the Shares on behalf of Permit Enterprise during the past
sixty days are set forth in Schedule A and are incorporated herein by reference.
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As of the close of
business on October 14, 2019, the Reporting Persons collectively beneficially owned an aggregate of 4,601,961 Shares, constituting
approximately 5.09% of the Shares outstanding.
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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The disclosure relating
to the Agreement in Item 4 is incorporated herein by reference.
On October 15, 2019,
the Reporting Persons entered into an Amended and Restated Group Agreement (the “Group Agreement”) in which, among
other things, (a) they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities
of the Issuer, (b) they agreed to provide written notice to one another of all trading in the securities of the Issuer, and (c)
they agreed that all expenses incurred in connection with the Group’s investment in the Shares would be shared equally by
Hestia and Permit. The Group Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
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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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Cooperation Agreement, dated as of March 29, 2019, by and among the Reporting Persons and the Issuer
(incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on April 1, 2019).
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99.2
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Amended and Restated Group Agreement, dated as of October 15, 2019, by and among the Reporting
Persons.
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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: October 15, 2019
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Hestia Capital Partners LP
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By:
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Hestia Capital Management, LLC,
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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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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
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Permit Capital Enterprise Fund, L.P.
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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
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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 GP, L.P.
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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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/s/ John Broderick
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John Broderick
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SCHEDULE A
Transaction in the Shares During the Past Sixty (60) Days
Nature of Transaction
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Amount of Securities Purchased
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Price per Share ($)
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Date of
Purchase
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Hestia
capital partners, lp
Purchase of Common Stock
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80,000
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3.5490
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08/21/2019
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Purchase of Common Stock
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80,100
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4.6659
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09/11/2019
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Purchase of Common Stock
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80,000
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5.5411
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09/30/2019
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Purchase of Common Stock
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20,000
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5.1397
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10/09/2019
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Purchase of Common Stock
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40,000
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5.0694
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10/10/2019
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Hestia
capital Management, llc
(Through certain separately managed accounts)
Purchase of Common Stock
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20,000
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3.5935
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08/21/2019
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Purchase of Common Stock
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20,000
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4.7423
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09/11/2019
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Purchase of Common Stock
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50,000
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5.5483
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09/30/2019
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Purchase of Common Stock
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55,500
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5.5500
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10/07/2019
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Purchase of Common Stock
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5,000
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5.1324
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10/09/2019
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Purchase of Common Stock
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15,000
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5.0475
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10/10/2019
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Kurtis
j. wolf
Purchase of Common Stock
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4,000
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4.5231
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09/12/2019
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Permit
capital enterprise fund, L.P.
Purchase of Common Stock
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50,000
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3.4300
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08/20/2019
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Purchase of Common Stock
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800,000
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3.5800
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08/21/2019
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Purchase of Common Stock
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125
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3.7960
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08/27/2019
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Purchase of Common Stock
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200,000
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4.5900
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09/12/2019
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Purchase of Common Stock
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1,250
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4.6417
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09/24/2019
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Purchase of Common Stock
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50,000
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5.0800
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10/10/2019
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Purchase of Common Stock
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1,000
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4.9949
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10/10/2019
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John
c. broderick
Purchase of Common Stock
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10,000
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3.2500
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08/16/2019
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Purchase of Common Stock
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50,000
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3.3200
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08/20/2019
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Purchase of Common Stock
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5,000
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3.8800
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08/27/2019
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Purchase of Common Stock
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3,000
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3.9100
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08/29/2019
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Purchase of Common Stock
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120,000
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4.5700
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09/12/2019
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Purchase of Common Stock
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10,000
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5.0500
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10/10/2019
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