Amended Statement of Beneficial Ownership (sc 13d/a)
January 10 2018 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)
1
Hill International, Inc.
(Name
of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
431466101
(CUSIP Number)
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
January 5, 2018
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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.
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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ENGINE AIRFLOW CAPITAL, L.P.
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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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☐
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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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465,064
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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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465,064
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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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465,064
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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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PN
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1
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NAME OF REPORTING PERSON
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ENGINE CAPITAL, L.P.
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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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☐
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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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2,441,879
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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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2,441,879
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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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2,441,879
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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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4.7%
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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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ENGINE JET CAPITAL, L.P.
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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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☐
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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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2,192,262
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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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2,192,262
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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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|
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2,192,262
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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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4.2%
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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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ENGINE 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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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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5,099,205
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
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5,099,205
|
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|
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|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
5,099,205
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
|
|
|
|
|
|
|
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
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9.8%
|
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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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ENGINE INVESTMENTS, LLC
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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
|
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OO
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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
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
4,634,141
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
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|
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4,634,141
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
4,634,141
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
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8.9%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
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OO
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1
|
|
NAME OF REPORTING PERSON
|
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|
|
|
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|
|
ENGINE INVESTMENTS II, LLC
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
465,064
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
465,064
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
465,064
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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ARNAUD AJDLER
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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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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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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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BELGIUM
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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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5,099,205
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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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5,099,205
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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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5,099,205
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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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9.8%
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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
the Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 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
and restated to read as follows:
(a)
This
statement is filed by:
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(i)
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Engine Airflow Capital, L.P., a Delaware limited partnership (“Engine Airflow”), with
respect to the Shares directly and beneficially owned by it;
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(ii)
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Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect
to the Shares directly and beneficially owned by it;
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(iii)
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Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect
to the Shares directly and beneficially owned by it;
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(iv)
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Engine Capital Management, LLC, a Delaware limited liability company (“Engine Management”), as the investment manager
of each of Engine Airflow, Engine Capital and Engine Jet;
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(v)
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Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”), as the general partner of
each of Engine Capital and Engine Jet;
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(vi)
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Engine Investments II, LLC, a Delaware limited liability company (“Engine Investments II”), as the general partner
of Engine Airflow; and
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(vii)
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Arnaud Ajdler, as the managing member of Engine Management, Engine Investments and Engine Investments II.
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Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b)
The
address of the principal office of each of Engine Airflow, Engine Capital, Engine Jet, Engine Management, Engine Investments, Engine
Investments II, and Mr. Ajdler is 1370 Broadway, 5th Floor, New York, New York 10018.
(c)
The
principal business of each of Engine Airflow, Engine Capital and Engine Jet is investing in securities. Engine Management is the
investment manager of each of Engine Airflow, Engine Capital and Engine Jet. Engine Investments serves as the general partner of
each of Engine Capital and Engine Jet. Engine Investments II serves as the general partner of Engine Airflow. Mr. Ajdler serves
as the managing member of each of Engine Management, Engine Investments, and Engine Investments II.
(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.
Ajdler is a citizen of Belgium.
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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 purchased
by each of Engine Airflow, Engine Capital, and Engine Jet 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. The aggregate purchase price
of the 465,064 Shares directly and beneficially owned by Engine Airflow is approximately $2,549,492, including brokerage commission.
The aggregate purchase price of the 2,441,879 Shares directly and beneficially owned by Engine Capital is approximately $9,595,999,
including brokerage commissions. The aggregate purchase price of the 2,192,262 Shares directly and beneficially owned by Engine
Jet is approximately $10,912,081, including brokerage commissions.
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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 51,878,215 Shares outstanding, as of April 28, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on May 10, 2017.
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(a)
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As of the close of business on January 9, 2018, Engine Capital directly owned 465,064 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: 465,064
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 465,064
4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Engine Airflow since the filing of Amendment No. 1 to the Schedule
13D 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 January 9, 2018, Engine Capital directly owned 2,441,879 Shares.
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Percentage: Approximately 4.7%
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(b)
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1. Sole power to vote or direct vote: 2,441,879
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,441,879
4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Engine Capital since the filing of Amendment No. 1 to the Schedule
13D 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 January 9, 2018, Engine Jet directly owned 2,192,262 Shares.
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Percentage: Approximately 4.2%
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(b)
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1. Sole power to vote or direct vote: 2,192,262
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,192,262
4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Engine Jet since the filing of Amendment No. 1 to the Schedule
13D are set forth in
Schedule A
and are incorporated herein by reference.
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(a)
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Engine Management, as the investment manager of each of Engine Airflow, Engine Capital and Engine
Jet, may be deemed to beneficially own the Shares owned directly by Engine Airflow, Engine Capital and Engine Jet. As of the date
hereof, Engine Management may be deemed to beneficially own 5,099,205 Shares.
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Percentage: Approximately 9.8%
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(b)
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1. Sole power to vote or direct vote: 5,099,205
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,099,205
4. Shared power to dispose or direct the disposition: 0
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(c)
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Engine Management has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares on behalf of Engine Airflow, Engine Capital and Engine Jet, since the filing of Amendment No.
1 to the Schedule 13D are set forth in
Schedule A
and are incorporated herein by reference.
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E.
Engine
Investments
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(a)
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Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the
Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Investments may be deemed to beneficially
own 4,634,141 Shares.
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Percentage: Approximately 8.9%
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(b)
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1. Sole power to vote or direct vote: 4,634,141
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,634,141
4. Shared power to dispose or direct the disposition: 0
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(c)
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Engine Investments has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Engine Capital and Engine Jet since the filing of Amendment
No. 1 to the Schedule 13D are set forth in
Schedule A
and are incorporated herein by reference.
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F.
Engine
Investments II
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(a)
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Engine Investments II, as the general partner of Engine Airflow may be deemed to beneficially own the Shares owned directly
by Engine Airflow. As of the date hereof, Engine Investments II may be deemed to beneficially own 465,064 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: 465,064
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 465,064
4. Shared power to dispose or direct the disposition: 0
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(c)
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Engine Investments II has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Engine Airflow since the filing of Amendment No. 1 to the
Schedule 13D are set forth in
Schedule A
and are incorporated herein by reference.
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(a)
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Mr. Ajdler, as the managing member of Engine Management, Engine Investments, and Engine Investments
II, may be deemed to beneficially own the 5,099,205 Shares owned beneficially by Engine Management, Engine Investments, and Engine
Investments II.
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Percentage: Approximately 9.8%
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(b)
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1. Sole power to vote or direct vote: 5,099,205
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,099,205
4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Ajdler has not entered into any transactions in the Shares since the filing of Amendment No.
1 to the Schedule 13D. The transactions in the Shares on behalf of Engine Airflow, Engine Capital and Engine Jet since the filing
of Amendment No. 1 to the Schedule 13D are set forth in
Schedule A
and are incorporated herein by reference.
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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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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
and restated to read as follows:
On January 9, 2018,
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 securities of the Issuer, to the extent required by applicable law.
A copy of the Joint Filing Agreement is attached as Exhibit 99.1 hereto 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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Item 7 is hereby amended
and restated to read as follows:
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99.1
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Joint Filing Agreement by and among Engine Airflow Capital L.P., Engine Capital, L.P., Engine Jet
Capital, L.P., Engine Capital Management, LLC, Engine Investments, LLC, Engine Investments II, LLC, and Arnaud Ajdler, dated January
9, 2018.
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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: January 9, 2018
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Engine Airflow Capital, L.P.
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By:
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Engine Investments II, LLC
General Partner
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By:
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/s/ Arnaud Ajdler
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Name:
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Arnaud Ajdler
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Title:
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Managing Member
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Engine Capital, L.P.
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By:
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Engine Ivestments, LLC,
General Partner
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By:
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/s/ Arnaud Ajdler
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Name:
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Arnaud Ajdler
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Title:
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Managing Member
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Engine Jet Capital, L.P.
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By:
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Engine Investments, LLC, General Partner
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By:
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/s/ Arnaud Ajdler
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Name:
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Arnaud Ajdler
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Title:
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Managing Member
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Engine Capital Management, LLC
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By:
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/s/ Arnaud Ajdler
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Name:
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Arnaud Ajdler
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Title:
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Managing Member
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Engine Investments, LLC
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By:
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/s/ Arnaud Ajdler
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Name:
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Arnaud Ajdler
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Title:
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Managing Member
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Engine Investments II, LLC
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By:
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/s/ Arnaud Ajdler
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Name:
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Arnaud Ajdler
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Title:
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Managing Member
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/s/ Arnaud Ajdler
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ARNAUD AJDLER
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SCHEDULE A
Transactions in the Shares Since
the Filing of Amendment No.1 to the Schedule 13D
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Nature of Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase/Sale
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Engine
Capital, L.P.
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Purchase of Common Stock
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15,799
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5.4902
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01/04/2018
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Purchase of Common Stock
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3,950
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5.4750
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01/04/2018
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Purchase of Common Stock
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59,402
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5.4998
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01/05/2018
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Purchase of Common Stock
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11,849
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5.4750
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01/05/2018
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Purchase of Common Stock
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600
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5.5500
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01/05/2018
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Purchase of Common Stock
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26,725
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5.5874
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01/09/2018
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Engine
JET Capital, L.P.
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Purchase of Common Stock
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26,608
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5.3836
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12/11/2017
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Purchase of Common Stock
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1,200
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5.3500
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12/12/2017
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Purchase of Common Stock
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4,201
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5.4902
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01/04/2018
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Purchase of Common Stock
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1,050
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5.4750
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01/04/2018
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Purchase of Common Stock
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15,797
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5.4998
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01/05/2018
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Purchase of Common Stock
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3,151
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5.4750
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01/05/2018
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Engine
Airflow Capital, L.P.
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Purchase of Common Stock
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51,800
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5.4079
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12/13/2017
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Purchase of Common Stock
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30,000
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5.3998
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12/14/2017
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Purchase of Common Stock
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60,700
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5.4082
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12/15/2017
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Purchase of Common Stock
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200
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5.4500
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12/19/2017
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Purchase of Common Stock
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43,852
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5.4611
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12/21/2017
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Purchase of Common Stock
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20,282
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5.5494
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12/26/2017
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Purchase of Common Stock
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31,800
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5.5466
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12/27/2017
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Purchase of Common Stock
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63,900
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5.5000
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12/28/2017
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Purchase of Common Stock
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40,332
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5.5000
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12/28/2017
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Purchase of Common Stock
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35,200
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5.4892
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12/29/2017
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Purchase of Common Stock
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32,400
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5.4944
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01/02/2018
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Purchase of Common Stock
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54,598
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5.4950
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01/03/2018
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