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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MAGUIRE FINANCIAL, 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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☐
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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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1,446,897
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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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1,446,897
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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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1,446,897
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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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5.2%
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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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MAGUIRE ASSET 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
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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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1,446,897
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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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1,446,897
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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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1,446,897
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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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5.2%
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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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TIMOTHY MAGUIRE
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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
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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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UNITED STATES
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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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1,446,897
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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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1,446,897
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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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1,446,897
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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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5.2%
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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 Schedule 13D filed
by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer.
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This statement relates
to the common stock, $0.0001 par value per share (the “Shares”), of the Issuer. The address of the principal executive
offices of the Issuer is 411 W. 14th Street, 2nd Floor, New York, New York 10014.
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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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Maguire Financial, LP, a Delaware limited partnership (the “Fund”), with respect to
the Shares directly and beneficially owned by it;
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(ii)
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Maguire Asset Management, LLC, a Delaware limited liability company (“Maguire Asset Management”),
as the general partner of the Fund; and
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(iii)
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Timothy Maguire, as the managing member of Maguire Asset Management.
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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 the Fund, Maguire Asset Management and Mr. Maguire is 1810 Ocean Way, Laguna Beach,
California 92651.
(c) The
principal business of the Fund is serving as a private investment vehicle. The principal business of Maguire Asset Management is
providing investment management services and serving as the general partner of the Fund. Mr. Maguire’s principal occupation
is serving as the managing member of Maguire Asset Management.
(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.
Maguire is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The Shares purchased
by the Fund 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, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 1,446,897 Shares beneficially owned by the Fund is approximately $3,774,376,
including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity considering the Issuer’s transition to an asset light business model, fundamental improvements in
the business and healthy M&A comps. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels
of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation,
engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about
the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization,
ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling
some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or
changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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(a) The
aggregate percentage of Shares reported owned by each Reporting Person is based upon 27,691,780 Shares outstanding as of August
10, 2018, 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 August 15, 2018.
As of the close of
business on September 27, 2018, the Fund beneficially owned
1,446,897
Shares, constituting
approximately 5.2% of the outstanding Shares. Maguire Asset Management, as the general partner of the Fund, and Mr. Maguire, as
the managing member of Maguire Asset Management, may be deemed to beneficially own the Shares beneficially owned by the Fund.
Each Reporting Person
disclaims beneficial ownership with respect to any Shares other than the Shares owned directly by such Reporting Person.
(b) Maguire
Asset Management, the Fund, and Mr. Maguire have the sole power to vote or direct the vote of and to dispose or direct the disposition
of the Shares reported owned by the Fund.
(c) The
transactions in the Shares on behalf of the Fund during the past sixty days are set forth in Schedule A and are incorporated herein
by reference.
(d) 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.
(e) Not
applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
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On September 28,
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 the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits
.
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99.1
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Joint Filing Agreement by and among Maguire Financial, LP, Maguire Asset Management, LLC and Timothy
Maguire, dated September 28, 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: September 28, 2018
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/s/ Timothy Maguire
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Timothy Maguire
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MAGUIRE ASSET MANAGEMENT, LLC
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By:
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/s/ Timothy Maguire
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Name:
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Timothy Maguire
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Title:
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Managing Member
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MAGUIRE FINANCIAL, LP
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By:
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Maguire Asset Management, LLC,
its general partner
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By:
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/s/ Timothy Maguire
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Name:
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Timothy Maguire
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Title:
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Managing Member
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SCHEDULE A
Transactions in the Shares During
the Past 60 Days
Nature of the 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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MAGUIRE FINANCIAL, LP
Purchase of Common Stock
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10,000
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3.1704
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08/28/2018
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Purchase of Common Stock
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5,000
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3.1000
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09/05/2018
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Purchase of Common Stock
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8,387
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3.2444
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09/06/2018
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Purchase of Common Stock
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3,521
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3.2483
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09/07/2018
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Purchase of Common Stock
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30,000
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3.1500
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09/21/2018
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Purchase of Common Stock
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33,000
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3.1500
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09/24/2018
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