(Amendment No. 3)
1
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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Engaged Capital Flagship Master Fund, 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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CAYMAN ISLANDS
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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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2,309,865
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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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2,309,865
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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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2,309,865
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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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2.2%
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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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Engaged Capital Co-Invest VI, 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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2,117,002
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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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2,117,002
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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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2,117,002
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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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2.0%
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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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Engaged Capital Co-Invest VI-A, 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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4,412,690
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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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4,412,690
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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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4,412,690
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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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4.2%
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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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Engaged Capital Co-Invest VI-B, 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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2,322,405
|
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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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2,322,405
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10
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SHARED DISPOSITIVE POWER
|
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|
|
|
|
|
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|
|
|
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|
- 0 -
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,322,405
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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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|
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2.2%
|
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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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|
Engaged Capital Co-Invest VI-
C,
LP
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
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|
|
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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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|
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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)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
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|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,407,543
|
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OWNED BY
|
|
8
|
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SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
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|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
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1,407,543
|
|
|
|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,407,543
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
1.4%
|
|
|
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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|
Engaged Capital Co-Invest VI-
D,
LP
|
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
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|
3
|
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SEC USE ONLY
|
|
|
|
|
|
|
|
|
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|
4
|
|
SOURCE OF FUNDS
|
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|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
4,096,052
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,096,052
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,096,052
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
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|
PN
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|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Engaged Capital Flagship Fund, LP
|
|
|
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)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,309,865
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,309,865
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,309,865
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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1
|
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NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Engaged Capital Flagship Fund, Ltd.
|
|
|
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)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
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CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,309,865
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,309,865
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,309,865
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
|
1
|
|
NAME OF REPORTING PERSON
|
|
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|
|
|
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|
|
|
|
Engaged Capital, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
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3
|
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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)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
16,861,212
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
16,861,212
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
16,861,212
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
16.2%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
|
|
|
|
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|
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OO
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
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|
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|
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Engaged Capital Holdings, LLC
|
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
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3
|
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SEC USE ONLY
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
16,861,212
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
16,861,212
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
16,861,212
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
16.2%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Glenn W. Welling
|
|
|
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)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
16,861,646
*
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
16,863,664
*
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
16,863,664
*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
16.2%
*
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*
Includes
2,452 Shares beneficially owned directly by Mr. Welling, consisting of Shares underlying certain restricted Shares that vest within
60 days of the date hereof.
The following constitutes Amendment No. 3 to the
Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically
set forth herein.
|
Item 2.
|
Identity and Background.
|
Item 2 is hereby amended and restated as follows:
|
(a)
|
This statement is filed by:
|
|
(i)
|
Engaged Capital Flagship Master Fund, LP (“Engaged Capital Flagship Master”), a Cayman Islands exempted limited partnership, with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Engaged Capital Co-Invest VI, LP (“Engaged Capital Co-Invest VI”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Engaged Capital Co-Invest VI-A, LP (“Engaged Capital Co-Invest VI-A”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Engaged Capital Co-Invest VI-B, LP (“Engaged Capital Co-Invest VI-B”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;
|
|
(v)
|
Engaged Capital Co-Invest VI-C, LP (“Engaged Capital Co-Invest VI-C”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;
|
|
(vi)
|
Engaged Capital Co-Invest VI-D, LP (“Engaged Capital Co-Invest VI-D”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;
|
|
(vii)
|
Engaged Capital Flagship Fund, LP (“Engaged Capital Fund”), a Delaware limited partnership, as a feeder fund of Engaged Capital Flagship Master;
|
|
(viii)
|
Engaged Capital Flagship Fund, Ltd. (“Engaged Capital Offshore”), a Cayman Islands exempted company, as a feeder fund of Engaged Capital Flagship Master;
|
|
(ix)
|
Engaged Capital, LLC (“Engaged Capital”), a Delaware limited liability company, as the general partner and investment adviser of each of Engaged Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C and Engaged Capital Co-Invest VI-D and the investment adviser of a certain managed account (the “Engaged Capital Account”);
|
|
(x)
|
Engaged Capital Holdings, LLC (“Engaged Holdings”), a Delaware limited liability company, as the managing member of Engaged Capital; and
|
|
(xi)
|
Glenn W. Welling, as the Founder and Chief Investment Officer (“CIO”) of Engaged Capital and the sole member of Engaged Holdings.
|
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 a 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 Engaged Capital Flagship Master and Engaged Capital Offshore is c/o Conyers Trust Company (Cayman) Limited, Cricket Square,
Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The address of the principal office of each of Engaged
Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital
Co-Invest VI-D, Engaged Capital Fund, Engaged Capital, Engaged Holdings and Mr. Welling is 610 Newport Center Drive, Suite
250, Newport Beach, California 92660. The officers and directors of Engaged Capital Offshore and their principal occupations and
business addresses are set forth on Schedule A of the Schedule 13D and are incorporated by reference in this Item 2.
(c) The principal business of each of Engaged
Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged
Capital Co-Invest VI-C and Engaged Capital Co-Invest VI-D is investing in securities. Each of Engaged Capital Fund and Engaged
Capital Offshore is a private investment partnership that serves as a feeder fund of Engaged Capital Flagship Master. Engaged
Capital is a registered investment advisor and serves as the investment adviser to each of Engaged Capital Flagship Master, Engaged
Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital
Co-Invest VI-D, Engaged Capital Fund, Engaged Capital Offshore and the Engaged Capital Account. Engaged Capital is also the general
partner of each of Engaged Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital
Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D and Engaged Capital Fund. Engaged Holdings serves
as the managing member of Engaged Capital. Mr. Welling is the Founder and CIO of Engaged Capital, the sole member of
Engaged Holdings and a director of Engaged Capital Offshore.
(d) No Reporting Person, nor any person listed
on Schedule A annexed to the Schedule 13D, has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed
on Schedule A annexed to the Schedule 13D, 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) Engaged Capital Flagship Master and Engaged
Capital Offshore are organized under the laws of the Cayman Islands. Engaged Capital Co-Invest VI, Engaged Capital Co-Invest
VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D, Engaged Capital Fund, Engaged
Capital and Engaged Holdings are organized under the laws of the State of Delaware. Mr. Welling is a citizen of the United
States of America. The citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended and restated to read
as follows:
The Shares purchased by Engaged Capital Flagship
Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest
VI-C, Engaged Capital Co-Invest VI-D and held in the Engaged Capital Account were purchased with working capital (which may, at
any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price
of the 2,309,865 Shares owned by Engaged Capital Flagship Master is approximately $66,606,335, including brokerage commissions. The
aggregate purchase price of the 2,117,002 Shares owned by Engaged Capital Co-Invest VI is approximately $76,581,207, including
brokerage commissions. The aggregate purchase price of the 4,412,690 Shares owned by Engaged Capital Co-Invest VI-A is approximately
$149,343,062, including brokerage commissions. The aggregate purchase price of the 2,322,405 Shares owned by Engaged Capital Co-Invest
VI-B is approximately $79,657,919, including brokerage commissions. The aggregate purchase price of the 1,407,543 Shares owned
by Engaged Capital Co-Invest VI-C is approximately $49,079,758, including brokerage commissions. The aggregate purchase price of
the 4,096,052 Shares owned by Engaged Capital Co-Invest VI-D is approximately $84,962,477, including brokerage commissions. The
aggregate purchase price of the 195,655 Shares held in the Engaged Capital Account is approximately $5,755,939, including brokerage
commissions.
Mr. Welling, in his capacity as a director of
the Issuer, has been awarded an aggregate of 21,577 restricted Shares, of which 2,452 restricted Shares vest within 60 days of
the date hereof.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Items 5(a) – (c) are hereby amended and
restated to read as follows:
(a) The aggregate percentage of Shares reported
beneficially owned by each person named herein is based upon 104,118,392 Shares outstanding as of February 1, 2019, which is the
total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on February
7, 2019.
As of the close of business on the date hereof,
Engaged Capital Flagship Master beneficially owned 2,309,865 Shares, constituting approximately 2.2% of the Shares outstanding. Each
of Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship Master, may be deemed to beneficially
own the 2,309,865 Shares beneficially owned by Engaged Capital Flagship Master, constituting approximately 2.2% of the Shares outstanding.
As of the close of business on the date hereof,
Engaged Capital Co-Invest VI beneficially owned 2,117,002 Shares, constituting approximately 2.0% of the Shares outstanding.
As of the close of business on the date hereof,
Engaged Capital Co-Invest VI-A beneficially owned 4,412,690 Shares, constituting approximately 4.2% of the Shares outstanding.
As of the close of business on the date hereof,
Engaged Capital Co-Invest VI-B beneficially owned 2,322,405 Shares, constituting approximately 2.2% of the Shares outstanding.
As of the close of business on the date hereof,
Engaged Capital Co-Invest VI-C beneficially owned 1,407,543 Shares, constituting approximately 1.4% of the Shares outstanding.
As of the close of business on the date hereof,
Engaged Capital Co-Invest VI-D beneficially owned 4,096,052 Shares, constituting approximately 3.9% of the Shares outstanding.
As of the close of business on the date hereof,
195,655 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.
Engaged Capital, as the general partner and investment
adviser of Engaged Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest
IV-B, Engaged Capital Co-Invest VI-C and Engaged Capital Co-Invest VI-D and the investment adviser of the Engaged Capital Account,
may be deemed to beneficially own the 16,861,212 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital
Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest
VI-D and held in the Engaged Capital Account, constituting approximately 16.2% of the Shares outstanding. Engaged Holdings,
as the managing member of Engaged Capital, may be deemed to beneficially own the 16,861,212 Shares owned in the aggregate by Engaged
Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged
Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D and held in the Engaged Capital Account, constituting approximately 16.2%
of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings,
may be deemed to beneficially own the 16,861,212 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital
Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest
VI-D and held in the Engaged Capital Account, which, together with the Shares he directly beneficially owns, constitutes an aggregate
of 16,863,664 Shares, constituting approximately 16.2% of the Shares outstanding.
Each Reporting Person is a member of a “group”
with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and such group may be deemed the beneficial owner of the Shares directly owned by each of the Reporting
Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of
Section 13(d) of the Exchange Act the beneficial owners of any securities of the Issuer that he or it does not directly own. Each
of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly
own.
(b) By virtue of their respective positions with
Engaged Capital Flagship Master, each of Engaged Capital Fund, Engaged Capital Offshore, Engaged Capital, Engaged Holdings and
Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported as beneficially owned by Engaged Capital
Flagship Master.
By virtue of their respective positions with Engaged
Capital Co-Invest VI, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and
dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI.
By virtue of their respective positions with Engaged
Capital Co-Invest VI-A, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote
and dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI-A.
By virtue of their respective positions with Engaged
Capital Co-Invest VI-B, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote
and dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI-B.
By virtue of their respective positions with Engaged
Capital Co-Invest VI-C, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote
and dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI-C.
By virtue of their respective positions with Engaged
Capital Co-Invest VI-D, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote
and dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI-D.
By virtue of their respective positions with the
Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote
and dispose of the Shares held in the Engaged Capital Account.
Mr. Welling has the sole power to vote and dispose
of the Shares directly beneficially owned by him.
(c) Schedule A annexed hereto lists all transactions
in securities of the Issuer by the Reporting Persons during the past sixty days. All of such transactions were effected in the
open market.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item 6 is hereby amended to add the following:
On March 7, 2019, 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 filed as Exhibit 99.1 and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is hereby amended to add the following exhibit:
|
99.1
|
Joint Filing Agreement, dated March 7, 2019.
|
SIGNATURES
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 7, 2019
|
Engaged Capital Flagship Master Fund, LP
|
|
|
|
By:
|
Engaged Capital, LLC
General Partner
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Co-Invest VI, LP
|
|
|
|
By:
|
Engaged Capital, LLC
General Partner
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Co-Invest VI-A, LP
|
|
|
|
By:
|
Engaged Capital, LLC
General Partner
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Co-Invest VI-B, LP
|
|
|
|
By:
|
Engaged Capital, LLC
General Partner
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Co-Invest VI-C, LP
|
|
|
|
By:
|
Engaged Capital, LLC
General Partner
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Co-Invest VI-D, LP
|
|
|
|
By:
|
Engaged Capital, LLC
General Partner
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Flagship Fund, LP
|
|
|
|
By:
|
Engaged Capital, LLC
General Partner
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Flagship Fund, Ltd.
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Director
|
|
Engaged Capital, LLC
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Holdings, LLC
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Sole Member
|
|
/s/ Glenn W. Welling
|
|
Glenn W. Welling
|
SCHEDULE A
Transactions in Securities of the Issuer
During the Past 60 Days
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Engaged
Capital Flagship Master Fund, LP
Purchase of Common Stock
|
17,300
|
19.4200
|
2/28/2019
|
Purchase of Common Stock
|
10,100
|
19.1775
|
2/28/2019
|
Purchase of Common Stock
|
4,800
|
19.3394
|
2/28/2019
|
Purchase of Common Stock
|
536,700
|
19.2392
|
2/28/2019
|
Purchase of Common Stock
|
358,850
|
19.3985
|
3/1/2019
|
Engaged
Capital Co-Invest VI-D, LP
Purchase of Common Stock
|
121,141
|
20.2008
|
3/5/2019
|
Purchase of Common Stock
|
951,932
|
19.9669
|
3/5/2019
|
Purchase of Common Stock
|
102,200
|
20.7550
|
3/6/2019
|
Purchase of Common Stock
|
162,796
|
20.5175
|
3/6/2019
|
Purchase of Common Stock
|
253,500
|
20.7353
|
3/6/2019
|
Purchase of Common Stock
|
184,233
|
20.5546
|
3/6/2019
|
Purchase of Common Stock
|
520,250
|
20.2726
|
3/6/2019
|
Purchase of Common Stock
|
200,000
|
21.0204
|
3/7/2019
|
Purchase of Common Stock
|
568,175
|
21.5529
|
3/7/2019
|
Purchase of Common Stock
|
6,800
|
21.2354
|
3/7/2019
|
Purchase of Common Stock
|
930,482
|
21.2000
|
3/7/2019
|
Purchase of Common Stock
|
94,543
|
21.2957
|
3/7/2019
|
Engaged
Capital, LLC
(
Through
the Engaged Capital Account
)
Purchase of Common Stock
|
45,728
|
19.2392
|
2/28/2019
|
Purchase of Common Stock
|
30,440
|
19.3985
|
3/1/2019
|