Amended Statement of Beneficial Ownership (sc 13d/a)
February 21 2019 - 3:08PM
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. 7)
1
CMTSU Liquidation Inc.
(Name
of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
17163B102
(CUSIP Number)
CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
9401 Wilshire Blvd, Suite 705
Beverly Hills, CA 90212
(424) 253-1773
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
February 19, 2019
(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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Legion Partners, L.P. I
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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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- 0 -
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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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6,356,871
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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6,356,871
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,356,871
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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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7.79%
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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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Legion Partners, L.P. II
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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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- 0 -
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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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1,717,941
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,717,941
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,717,941
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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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2.10%
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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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Legion Partners, 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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- 0 -
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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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|
|
|
8,074,812
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PERSON WITH
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9
|
|
SOLE DISPOSITIVE POWER
|
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- 0 -
|
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10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,074,812
|
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
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|
8,074,812
|
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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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9.89%
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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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Legion Partners 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, 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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|
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|
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|
Delaware
|
|
|
NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
8,074,812
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,074,812
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
8,074,812
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
9.89%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
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|
|
|
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OO
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1
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NAME OF REPORTING PERSON
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Legion Partners Holdings, 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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|
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|
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AF, 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
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
8,074,812
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,074,812
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
8,074,812
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
9.89%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
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|
OO
|
|
|
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|
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|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher S. Kiper
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
AF, 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
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
8,074,812
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,074,812
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
8,074,812
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
9.89%
|
|
|
|
14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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Raymond White
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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, 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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USA
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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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- 0 -
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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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8,074,812
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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8,074,812
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,074,812
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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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9.89%
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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
Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule
13D as specifically set forth herein.
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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
in its entirety as follows:
The Shares purchased by each
of Legion Partners I and Legion Partners II 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 in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 6,356,871 Shares owned
directly by Legion Partners I is approximately $5,515,341, including brokerage commissions. The aggregate purchase price of the
1,717,941 Shares owned directly by Legion Partners II is approximately $28,861, 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 in its entirety as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 81,646,269 Shares outstanding as of November 4, 2018 as reported
on the Issuer’s 10-Q filed with the SEC on November 9, 2018.
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(a)
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As of the close of business on February 19, 2019, Legion Partners I beneficially owned 6,356,871 Shares.
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Percentage: Approximately 7.79%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,356,871
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,356,871
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(c)
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The transactions in the Shares by Legion Partners I during the past sixty days 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 February 19, 2019, Legion Partners II beneficially owned 1,717,941 Shares.
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Percentage: Approximately 2.10%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,717,941
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,717,941
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(c)
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The transactions in the Shares by Legion Partners II during the past sixty days are set forth in
Schedule A and are incorporated herein by reference.
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(a)
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As the general partner of each of Legion Partners I and Legion Partners II, Legion Partners, LLC may be deemed the beneficial owner of the (i) 6,356,871 Shares owned by Legion Partners I and (ii) 1,717,941
Shares owned by Legion Partners II.
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Percentage: Approximately 9.89%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,074,812
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,074,812
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(c)
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Legion Partners, LLC has not entered into any transactions in the Shares during the past sixty
days. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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D.
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Legion Partners Asset Management
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(a)
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As of the close of business on February 19, 2019, Legion Partners Asset Management beneficially owned
11,398 Shares. Legion Partners Asset Management, as the investment advisor of each of Legion Partners I and Legion Partners II may also be deemed the beneficial owner of the (i) 6,356,871 Shares owned by Legion Partners I and (ii)
1,717,941 Shares owned by Legion Partners II.
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Percentage: Approximately 9.89%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,074,812
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,074,812
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(c)
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Legion Partners Asset Management has not entered into any transactions during the past sixty days.
The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II during
the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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E.
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Legion Partners Holdings
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(a)
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Legion Partners Holdings, as the sole member of Legion Partners Asset Management and managing member
of Legion Partners, LLC, may be deemed the beneficial owner of the (i) 6,356,871 Shares owned by Legion Partners I and (ii) 1,717,941
Shares owned by Legion Partners II.
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Percentage: Approximately 9.89%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,074,812
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,074,812
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(c)
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Legion Partners Holdings has not entered into any transactions in the Shares during the past sixty
days. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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F.
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Messrs. Kiper and White
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(a)
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Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and
a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 6,356,871 Shares owned by Legion Partners
I and (ii) 1,717,941 Shares owned by Legion Partners II.
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Percentage: Approximately 9.89%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,074,812
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,074,812
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(c)
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Neither Mr. Kiper nor Mr. White has entered into any transactions in the Shares during the past
sixty days. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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The filing of this
Amendment No. 7 shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons
specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person,
except to the extent of their 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
February 20, 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 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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Joint Filing Agreement by
and among Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Asset Management, LLC,
Legion Partners Holdings, LLC, Christopher S. Kiper and Raymond White, dated February 20, 2019.
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: February 19, 2019
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Legion Partners, L.P. I
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By:
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Legion Partners Asset Management, LLC
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Investment Advisor
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By:
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/s/ Christopher S. Kiper
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Name:
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Christopher S. Kiper
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Title:
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Managing Director
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Legion Partners, L.P. II
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By:
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Legion Partners Asset Management LLC
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Investment Advisor
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By:
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/s/ Christopher S. Kiper
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Name:
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Christopher S. Kiper
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Title:
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Managing Director
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Legion Partners, LLC
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By:
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Legion Partners Holdings, LLC
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Managing Member
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By:
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/s/ Christopher S. Kiper
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Name:
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Christopher S. Kiper
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Title:
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Managing Member
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Legion Partners Asset Management, LLC
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By:
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/s/ Christopher S. Kiper
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Name:
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Christopher S. Kiper
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Title:
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Managing Director
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Legion Partners Holdings, LLC
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By:
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/s/ Christopher S. Kiper
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Name:
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Christopher S. Kiper
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Title:
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Managing Member
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/s/ Christopher S. Kiper
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Christopher S. Kiper
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/s/ Raymond White
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Raymond White
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SCHEDULE A
Transactions in the Shares During the Past
Sixty Days
Nature of the
Transaction
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Amount of Securities
Purchased / (Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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Legion
Partners, L.P. I
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Sale of Common Stock
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125,960
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$0.0016
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02/19/2019
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Legion
Partners, L.P. II
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Sale of Common Stock
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34,040
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$0.0016
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02/19/2019
|
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