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CUSIP NO. 018581108 Page 10 of 14
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Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General
Partner of ValueAct Management L.P., (iii) ValueAct Holdings, as the majority
owner of the membership interests of VA Partners I, (iv) ValueAct Holdings
II, as the sole owner of the limited partnership interests of ValueAct
Management L.P. and the membership interests of ValueAct Management LLC, and
(v) ValueAct Holdings GP, as General Partner of ValueAct Holdings and
ValueAct Holdings II. Shares reported as beneficially owned by ValueAct
Master Fund are also reported as beneficially owned by VA Partners I, as
General Partner of ValueAct Master Fund. VA Partners I, ValueAct Management
L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct
Holdings II, and ValueAct Holdings GP.
As of the date hereof, the Reporting Persons may be deemed to be the
beneficial owner of an aggregate of, 5,207,646 shares of Common Stock,
representing approximately 9.9% of the Issuer's outstanding Common Stock.
Such shares of Common Stock includes 150,000 shares of Series A Non-Voting
Convertible Preferred Stock, par value $0.01 per share, of the Issuer
("Series A Non-Voting Convertible Preferred Stock"), each share of which is
convertible into ten (10) shares of Common Stock upon the election of the
holder thereof.
All percentages set forth in this Schedule 13D are based upon the
Issuer's reported 52,381,086 outstanding shares of Common Stock as of April
8, 2019 as reported on the Issuer's Definitive Proxy Statement on DEF 14A
filed April 18, 2019.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On April 25, 2019, ValueAct Holdings entered into an Exchange Agreement
(the "Exchange Agreement") with the Issuer, pursuant to which ValueAct
Holdings, on behalf of the funds it advises, agreed to exchange (the
"Exchange") 1,500,000 shares of Common Stock for 150,000 shares of newly
formed Series A Non-Voting Convertible Preferred Stock. The Exchange was
consummated on April 25, 2019. Under the terms of the Certificate of
Designations of the Series A Non-Voting Convertible Preferred Stock (the
"Certificate of Designations"), the Series A Non-Voting Convertible Preferred
Stock will not entitle the holder thereof to any voting rights, unless
required by the General Corporation Law of the State of Delaware. Each share
of Series A Non-Voting Convertible Preferred Stock may be converted into ten
(10) shares of Common Stock upon the election of the holder thereof (subject
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