If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), (f) or (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 Rule l3d-7(b) for other parties to
whom copies are to be sent.
*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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CUSIP No. 690768403
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1
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Names of Reporting Persons. I.R.S. Identification
Nos. of Above Persons (entities only):
Atlantic Investment Management, Inc.
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2
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Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ☐
(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 (See Instructions)
AF, OO
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
Not Applicable
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6
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Citizenship or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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Sole Voting Power
6,274,380
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
8,031,235*
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by each Reporting
Person
8,031,235*
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12
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Check Box if The Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
Not Applicable
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13
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Percent of Class Represented by Amount in Row
(11)
5.2%*
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14
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Type of Reporting Person (See Instructions)
IA
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* Includes: (i) 424,677 Shares (0.27%)
of the Issuer’s Common Stock, par value $0.01 per share (“Shares”), beneficially owned by AJR International Master
Fund, Ltd., a British Virgin Islands company; (ii) 3,325,685 Shares (2.14%) beneficially owned by Cambrian Master Fund, Ltd., a
British Virgin Islands company; (iii) 1,769,018 Shares (1.14%) beneficially owned by Cambrian Global Master Fund, Ltd., a British
Virgin Islands company; and (iv) 2,511,855 Shares (1.61%) held in one or more other accounts (“Other Accounts”). Atlantic
Investment Management, Inc., serving as the investment advisor of the foregoing parties and the Other Accounts, has sole voting
power over 6,274,380 Shares and sole dispositive power over all Shares beneficially owned by such parties or held in the Other
Accounts. See Items 2 and 5 for additional details.
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Item 1.
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Security and Issuer.
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This statement relates
to the common stock, par value $0.01 per share (the “Shares”), of Owens-Illinois Inc. (the “Issuer”). The
Issuer has principal executive offices located at One Michael Owens Way, Perrysburg, Ohio 43551-2999.
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Item 2.
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Identity and Background.
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(a) This statement
is filed by Atlantic Investment Management, Inc., a Delaware corporation (the “Reporting Person”), with respect to
6,274,380 Shares over which the Reporting Person has sole voting power and 8,031,235 Shares over which the Reporting Person has
sole dispositive power by reason of serving as the investment advisor to: (i) AJR International Master Fund, Ltd., a British Virgin
Islands company (“AJR”); (ii) Cambrian Master Fund, Ltd., a British Virgin Islands company (“Cambrian Fund”);
(iii) Cambrian Global Master Fund, Ltd., a British Virgin Islands company (“Cambrian Global Fund”); and (vi) one or
more other accounts (“Other Accounts”).
(b) The business
address of the Reporting Person and Mr. Alexander Roepers, the president, sole director and sole shareholder of the Reporting Person,
is 666 Fifth Avenue, New York, New York 10103.
(c) The principal
business of the Reporting Person is that of an investment advisor engaging in the purchase and sale of securities for investment
with the objective of capital appreciation on behalf of AJR, Cambrian Fund, Cambrian Global Fund, and the Other Accounts. The principal
occupation of Mr. Roepers is serving as the president and managing officer of the Reporting Person.
(d) Neither
the Reporting Person nor Mr. Roepers has, during the past five (5) years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither
the Reporting Person nor Mr. Roepers has, during the past five (5) years, been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is now 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. Roepers
is a citizen of the United States.
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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 Reporting Person on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts were purchased with the investment
capital of such entities and accounts. The aggregate amount of funds used in making the purchases reported on this Schedule 13D
was approximately $ 130,540,086.
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Item 4.
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Purpose of Transaction.
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The Reporting
Person acquired, on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts and continues to hold, the Shares
reported in this Schedule 13D for investment purposes. The Reporting Person intends to evaluate the performance of the Shares as
an investment in the ordinary course of business. The Reporting Person pursues an investment objective that seeks capital appreciation.
In pursuing this investment objective, the Reporting Person analyzes the operations, capital structure and markets of companies
in which the Reporting Person’s clients invest, including the Issuer, on a continuous basis through analysis of documentation
and discussions with knowledgeable industry and market observers and with representatives of such companies.
The Reporting
Person will continuously assess the Issuer’s business, financial condition, results of operations and prospects, general
economic conditions, the securities markets in general and those for the Shares in particular, other developments and other investment
opportunities. Depending on such assessments, the Reporting Person may acquire additional Shares or may determine to sell or otherwise
dispose of all or some of the Shares presently held by AJR, Cambrian Fund, Cambrian Global Fund, and the Other Accounts in the
open market or in private transactions. Such actions will depend upon a variety of factors, including, without limitation, current
and anticipated future trading prices for the Shares, the financial condition, results of operations and prospects of the Issuer,
alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting
Person may deem material to its investment decision.
The Reporting
Person and their representatives have, from time to time, engaged in, and expect to continue to engage in, discussions with members
of management and the board of directors of the Issuer (the “Board”), other current or prospective shareholders, industry
analysts, existing or potential strategic partners or competitors, investment and financing professionals and other third parties
regarding a variety of matters related to the Issuer, which may include, among other things, the Issuer’s business, management,
capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, and may take
other steps seeking to bring about changes to increase shareholder value.
Except as set
forth above, the Reporting Person has no present plans or proposals which relate to or would result in any of the transactions
required to be described in Item 4 of Schedule 13D.
Item 4 is
hereby supplemented with the attached letter which the Reporting Person sent to Andres Lopez, Chief Executive Officer of the Issuer.
The document is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.
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Item 5.
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Interest in Securities of the Issuer.
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(a) Based
upon the information contained in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on October 30, 2019, there were issued and outstanding 155,630,507 Shares as of September 30, 2019.
(b) The
Reporting Person does not directly own any Shares. The Reporting Person has entered into an investment advisory agreement with
each of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts pursuant to which the Reporting Person has investment authority
with respect to the securities held by such entities or in such accounts. Such power includes the power to dispose of and the power
to vote the Shares. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, the Reporting
Person is deemed to be the beneficial owner of the Shares held by such entities and accounts. Accordingly, the Reporting Person
is deemed the beneficial owner of 8,031,235 Shares, or 5.2% of the outstanding Shares.
(c) The
Reporting Person, on behalf of AJR, Cambrian Fund, Cambrian Global Fund, and the Other Accounts sold a listed call option agreement,
giving the option purchasers the right to purchase up to 100,000 shares of Common Stock from the Reporting Person at an exercise
price of $10.00 per share. The option agreement expires on November 15, 2019 and is currently exercisable. Additionally, the following
table details the transactions by the Reporting Person, on behalf of AJR, Cambrian Fund, Cambrian Global Fund, and the Other Accounts
in Shares during the past sixty (60) days:
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Date
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Quantity
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Price
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Type of Transaction
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9/4/2019
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50,000
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9.7727
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Open Market Purchase
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9/5/2019
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(20,000)
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10.3329
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Open Market Sale
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9/5/2019
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(40,000)
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10.3079
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Open Market Sale
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9/5/2019
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(100,000)
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10.2279
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Open Market Sale
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9/10/2019
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84,300
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10.9222
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Open Market Purchase
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9/10/2019
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55,700
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10.9545
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Open Market Purchase
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9/11/2019
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75,000
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10.9421
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Open Market Purchase
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9/11/2019
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25,000
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10.9003
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Open Market Purchase
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9/12/2019
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50,000
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10.5281
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Open Market Purchase
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9/18/2019
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40,000
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10.3050
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Open Market Purchase
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9/19/2019
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15,000
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10.0650
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Open Market Purchase
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9/19/2019
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25,000
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9.9657
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Open Market Purchase
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9/24/2019
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30,000
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9.8078
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Open Market Purchase
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9/30/2019
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200,000
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10.2013
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Open Market Purchase
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10/1/2019
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100,000
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9.7704
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Open Market Purchase
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10/1/2019
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1,900
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9.7100
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Open Market Purchase
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10/2/2019
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82,260
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9.3633
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Open Market Purchase
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10/4/2019
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40,000
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9.1658
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Open Market Purchase
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10/4/2019
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40,000
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9.2496
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Open Market Purchase
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10/8/2019
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50,000
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8.9520
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Open Market Purchase
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10/8/2019
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150,000
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9.0468
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Open Market Purchase
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10/30/2019
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132,300
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8.5178
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Open Market Purchase
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10/30/2019
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337,700
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8.5742
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Open Market Purchase
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10/30/2019
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30,000
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8.4742
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Open Market Purchase
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10/31/2019
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100,000
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8.3929
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Open Market Purchase
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Except for the transactions
listed above, neither the Reporting Person, any entity for which the Reporting Person serves as investment advisor, nor any person
or entity controlled by the Reporting Person, nor Mr. Roepers (including Mr. Roepers’ immediate family members) has traded
Shares during the past sixty (60) days on or prior to the Event Date, and from the Event Date to the Filing Date.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The
disclosure in Item 5 relating to the call option is incorporated into this Item 6 by reference. Except as otherwise set forth herein
there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect
to the Common Stock.
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Item 7.
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Material to be filed as exhibits.
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Exhibit 1: October
31, 2019 letter to Issuer.
SIGNATURE
After reasonable inquiry
and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
October 31, 2019
ATLANTIC INVESTMENT MANAGEMENT,
INC.
By: /s/ Alexander J.
Roepers
Alexander
J. Roepers, President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS
OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).