EXPLANATORY NOTE
This Amendment No. 3 (this Schedule 13D Amendment) to the Schedule 13D filed with the U.S. Securities and Exchange Commission
(the SEC) on August 11, 2023, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on September 15, 2022 and Amendment No. 2 to Schedule 13D filed with the SEC on January 5, 2023 (as amended by this
Amendment No. 3 to Schedule 13D, the Schedule 13D) is being filed on behalf of Douglas J. Dossey, Arthur C. Young, Tensile Capital Management LP, a Delaware limited partnership (TCM LP), Tensile Capital Management GP
LLC, a Delaware limited liability company (TCM LLC), Tensile Capital Partners Master Fund LP, a Cayman Islands exempted limited partnership (Tensile Master Fund), and Tensile Capital GP LLC, a Delaware limited liability
company (Tensile GP) (each, a Reporting Person and collectively, the Reporting Persons).
Capitalized
terms used in this Amendment No. 3 to Schedule 13D which are not defined herein have the meanings given to them in the Schedule 13D.
ITEM 4. |
Purpose of Transaction |
On February 14, 2023, the Issuer and certain of its direct and indirect subsidiaries filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division. On August 1, 2023, the Bankruptcy Court granted the Issuers and other debtors motion to convert the Chapter
11 cases to Chapter 7 of the Bankruptcy Code. Pursuant to the Chapter 7 cases, the Issuer and the other debtors will liquidate their business rather than reorganize, and all matters concerning the administration of the Issuers and the other
debtors assets and liabilities are being administered by the Chapter 7 trustee. As a result, the shares of the Issuers Common Stock are no longer deemed voting securities within the meaning of Section 13(d) of the Exchange Act, and
the Reporting Persons are filing this Amendment No. 3 to report that they are no longer beneficial owners of a class of voting securities registered pursuant to Section 12 of the Exchange Act.
ITEM 5. |
Interest in Securities of the Issuer |
Items (a) and (b) of Item 5 of the Schedule 13D are hereby amended and supplemented as follows:
(a)-(b)
The responses of each
Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Amendment No. 3 to Schedule 13D are hereby incorporated by reference into this Item 5. The cover pages do not reflect the following beneficial ownership because the
shares of Common Stock of the Issuer are no longer deemed voting securities within the meaning of Section 13(d) of the Exchange Act:
Tensile Master Fund directly owns 706,309 shares of Common Stock and warrants to purchase 234,199 shares of Common Stock at an exercise price
of $49.50 per share. TCM LP, as investment adviser to Tensile Master Fund, TCM LLC, as the general partner of TCM LP, and Tensile GP, as the general partner of Tensile Master Fund, each may be deemed to beneficially own 706,309 shares of Common
Stock and warrants to purchase 234,199 shares of Common Stock. Mr. Dossey and Mr. Young do not individually own any shares of Common Stock. However, each of Mr. Dossey and Mr. Young may be deemed to be the beneficial owner of the
shares of Common Stock and warrants beneficially owned by TCM LP.
Each Reporting Person disclaims beneficial ownership with respect to
any shares of Common Stock, except to the extent of any pecuniary interest therein, other than the shares owned directly and of record by such Reporting Person.
ITEM 7. |
Material to be Filed as Exhibits. |
99.1. Joint Filing Agreement, dated January 5, 2023, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to
Amendment No. 2 to Schedule 13D, filed with the SEC on January 5, 2023).