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
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Opportunities Fund, LP – Series One*
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,991,727**
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,991,727**
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,991,727**
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* This Series One is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.
** Includes 668,600 Shares underlying call options currently exercisable
as further described in Item 6.
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|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Special Opportunities Fund II, LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,991,626*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,991,626*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,991,626*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* Includes 668,500 Shares underlying call options currently exercisable
as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Special Opportunities Fund III, LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,197,566*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,197,566*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,197,566*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.6%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* Includes 578,100 Shares underlying call options currently exercisable
as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX GP, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,991,727*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,991,727*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,991,727*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* Includes 668,600 Shares underlying call options currently exercisable
as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Special Opportunities GP II, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,991,626*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,991,626*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,991,626*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* Includes 668,500 Shares underlying call options currently exercisable
as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Special Opportunities GP III, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,197,566*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,197,566*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,197,566*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.6%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* Includes 578,100 Shares underlying call options currently exercisable
as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Capital Advisors, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
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
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
7,180,919*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
7,180,919*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
7,180,919*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.7%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
* Includes 1,915,200 Shares underlying call options currently exercisable
as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Eric Singer
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
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
|
|
|
|
|
7,180,919*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
7,180,919*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
7,180,919*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.7%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Includes 1,915,200 Shares underlying call options currently exercisable
as further described in Item 6.
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
|
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 Series One 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, as set forth in Schedule A, which is
incorporated by reference herein. The aggregate purchase price of the 2,323,127 Shares beneficially owned by Series One is approximately
$10,769,162, including brokerage commissions. The aggregate purchase price of the 668,600 Shares underlying certain call options
which are currently exercisable and may be deemed to be beneficially owned by Series One is approximately $1,485,294, including
brokerage commissions.
The Shares purchased
by VSO 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, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 2,323,126 Shares beneficially owned by VSO II is approximately $10,769,155,
including brokerage commissions. The aggregate purchase price of the 668,500 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by VSO II is approximately $1,458,085, including brokerage commissions.
The Shares purchased
by VSO III 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, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 619,466 Shares beneficially owned by VSO III is approximately $2,612,284,
including brokerage commissions. The aggregate purchase price of the 578,100 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by VSO III is approximately $1,230,140, including brokerage commissions
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Items 5(a)-(c) are hereby amended and
restated to read as follows:
The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 74,255,189 Shares outstanding, which is the total number of Shares
outstanding as of February 1, 2019 as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on February 22, 2019.
|
(a)
|
As of the close of business on March 26, 2019, Series One beneficially owned 2,991,727 Shares,
including 668,600 shares underlying call options currently exercisable .
|
Percentage: Approximately
4.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,991,727
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,991,727
|
|
(c)
|
The transactions in the Shares by Series One since the filing of the Schedule 13D are set forth
in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 26, 2019, VSO II beneficially owned 2,991,626 Shares, including
668,500 shares underlying call options currently exercisable.
|
Percentage: Approximately
4.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,991,626
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,991,626
|
|
(c)
|
The transactions in the Shares by VSO II since the filing of the Schedule 13D are set forth in
Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 26, 2019, VSO III beneficially owned 1,197,566 Shares, including
578,100 shares underlying call options currently exercisable.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,197,566
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,197,566
|
|
(c)
|
The transactions in the Shares by VSO III since the filing of the Schedule 13D are set forth in
Schedule A and are incorporated herein by reference.
|
|
(a)
|
VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 2,991,727
Shares beneficially owned by Series One, including 668,600 shares underlying call options currently exercisable.
|
Percentage: Approximately
4.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,991,727
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,991,727
|
|
(c)
|
VIEX GP has not entered into any transactions in the Shares since the filing of the Schedule 13D.
The transactions in the shares on behalf of Series One since the filing of the Schedule 13D are set forth in Schedule A and are
incorporated herein by reference.
|
|
(a)
|
VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 2,991,626
Shares beneficially owned by VSO II, including 668,500 shares underlying call options currently exercisable.
|
Percentage: Approximately
4.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,991,626
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,991,626
|
|
(c)
|
VSO GP II has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares on behalf of VSO II since the filing of the Schedule 13D are set forth in Schedule A and are
incorporated herein by reference.
|
|
(a)
|
VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 1,197,566
Shares beneficially owned by VSO III, including 578,100 shares underlying call options currently exercisable.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,197,566
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,197,566
|
|
(c)
|
VSO GP III has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares on behalf of VSO III since the filing of the Schedule 13D are set forth in Schedule A and are
incorporated herein by reference
|
|
(a)
|
VIEX Capital
, as the investment
manager to Series One, VSO II and VSO III, may be deemed the beneficial owner of the (i) 2,991,727 Shares beneficially owned by
Series One, including 668,600 shares underlying call options currently exercisable, (ii) 2,991,626 Shares beneficially owned by
VSO II, including 668,500 shares underlying call options currently exercisable and (iii) 1,197,566 Shares beneficially owned by
VSO III, including 578,100 shares underlying call options currently exercisable
.
|
Percentage: Approximately
9.7%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 7,180,919
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,180,919
|
|
(c)
|
VIEX Capital has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares on behalf of each of Series One, VSO II and VSO III since the filing of the Schedule 13D are
set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Mr. Singer, as the managing member of each of
VIEX
GP, VSO GP II, VSO GP III and VIEX Capital, may be deemed the beneficial owner of the (i) 2,991,727 Shares beneficially owned by
Series One, including 668,600 shares underlying call options currently exercisable, (ii) 2,991,626 Shares beneficially owned by
VSO II, including 668,500 shares underlying call options currently exercisable and (iii) 1,197,566 Shares beneficially owned by
VSO III, including 578,100 shares underlying call options currently exercisable.
|
Percentage: Approximately
9.7%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 7,180,919
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,180,919
|
|
(c)
|
Mr. Singer has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares on behalf of each of Series One, VSO II and VSO III since the filing of the Schedule 13D are
set forth in Schedule A and are incorporated herein by reference.
|
The filing of this
Schedule 13D 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 Shares reported herein. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item 6 is hereby
amended and restated to add the following:
Series One has purchased
in over-the-counter market American-style call options referencing an aggregate of 668,600, which have an exercise price of $2.00
and expire on October 18, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
Series One has sold
short in over-the-counter market American-style put options referencing an aggregate of 28,900 Shares, which have an exercise price
of $4.00, and expires on October 18, 2019, respectively, as further detailed on Schedule A hereto, which is incorporated by reference
herein. In addition, Series One has sold short in over-the-counter market American-style put options referencing an aggregate of
149,000 Shares, which have an exercise price of $6.00, and expires on October 18, 2019, as further detailed on Schedule A hereto,
which is incorporated by reference herein.
VSO II has purchased
in over-the-counter market American-style call options referencing an aggregate of 668,500 Shares, which have an exercise price
of $2.00 and expires on October 18, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO II has sold short
in over-the-counter market American-style put options referencing an aggregate of 290,000 Shares, which have an exercise price
of $4.00, and which expires on July 19, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
In addition, VSO II has sold short in over-the-counter market American-style put options referencing an aggregate of 100,000 Shares,
508,100 Shares, 100,000 Shares and 149,500 Shares, which have an exercise price of $3.00, $4.00, $5.00 and $6.00 respectively,
and each of which expire on October 18, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
VSO III has purchased
in over-the-counter market American-style call options referencing an aggregate of 28,100 Shares, which have an exercise price
of $5.00 and expires on July 19, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein. In
addition, VSO III has purchased in over-the-counter market American-style call options referencing an aggregate of 550,000 Shares,
which have an exercise price of $2.00 and expires on October 18, 2019, as further detailed on Schedule A hereto, which is incorporated
by reference herein.
VSO III has sold short
in over-the-counter market American-style put options referencing an aggregate of 1,056,200 Shares and 1,500 Shares, which have
an exercise price of $4.00 and $6.00 and expire on October 18, 2019, as further detailed on Schedule A hereto, which is incorporated
by reference herein. In addition, VSO III has sold short in over-the-counter market American-style put options referencing an aggregate
of 200 Shares, which have an exercise price of $4.00 and expires on July 19, 2019.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 27, 2019
|
VIEX Opportunities Fund, LP – Series One
|
|
|
|
|
By:
|
VIEX GP, LLC
General Partner
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX GP, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities Fund II, LP
|
|
|
|
|
By:
|
VIEX Special Opportunities GP II, LLC
General Partner
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities GP II, LLC
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities Fund III, LP
|
|
|
|
|
By:
|
VIEX Special Opportunities GP III, LLC
General Partner
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities GP III, LLC
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Capital Advisors, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
/s/ Eric Singer
|
|
Eric Singer
|
SCHEDULE A
Transactions in the Securities
Since the Filing of the Schedule 13D
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
VIEX
opportunities fund, LP – Series one
Purchase of July 2019 Put Option ($5.00 Strike Price)
1
|
250,000
|
1.1700
|
03/01/2019
|
Purchase of July 2019 Put Option ($4.00 Strike Price)
1
|
2,500
|
0.5000
|
03/04/2019
|
Short Sale of October 2019 Put Option ($6.00 Strike Price)
2
|
(149,000)
|
1.9500
|
03/05/2019
|
Purchase of July 2019 Put Option ($4.00 Strike Price)
1
|
571,200
|
0.5000
|
03/05/2019
|
VIEX
special opportunities fund ii, LP
Purchase of July 2019 Put Option ($5.00 Strike Price)
1
|
57,300
|
1.1700
|
03/01/2019
|
Purchase of October 2019 Put Option ($4.00 Strike Price)
1
|
2,500
|
0.5000
|
03/04/2019
|
Short Sale of October 2019 Put Option ($6.00 Strike Price)
2
|
(149,500)
|
0.5000
|
03/05/2019
|
Purchase of July 2019 Put Option ($4.00 Strike Price)
1
|
252,000
|
1.1700
|
03/05/2019
|
VIEX
special opportunities fund iIi, LP
Purchase of Common Stock
|
245,744
|
3.9883
|
02/25/2019
|
Purchase of October 2019 Call Option ($2.00 Strike Price)
3
|
100,000
|
2.3000
|
02/25/2019
|
Short Sale of October 2019 Put Option ($4.00 Strike Price)
2
|
(200,000)
|
0.8000
|
02/26/2019
|
Purchase of Common Stock
|
4,397
|
4.2282
|
02/28/2019
|
Purchase of July 2019 Call Option ($5.00 Strike Price)
5
|
28,100
|
0.5286
|
02/28/2019
|
Short Sale of July 2019 Put Option ($4.00 Strike Price)
4
|
(6,000)
|
0.5417
|
02/28/2019
|
Short Sale of July 2019 Put Option ($5.00 Strike Price)
4
|
(6,000)
|
1.1417
|
02/28/2019
|
Purchase of October 2019 Call Option ($2.00 Strike Price)
3
|
50,000
|
2.4000
|
02/28/2019
|
Short Sale of October 2019 Put Option ($4.00 Strike Price)
2
|
(106,200)
|
0.7533
|
02/28/2019
|
Purchase of July 2019 Call Option ($5.00 Strike Price)
1
|
6,000
|
1.1700
|
03/01/2019
|
Purchase of July 2019 Call Option ($4.00 Strike Price)
1
|
5,800
|
0.5000
|
03/05/2019
|
|
Short Sale of October 2019 Put Option ($6.00 Strike Price)
2
|
(1,500)
|
1.9500
|
03/05/2019
|
Purchase of Common Stock
|
159,325
|
4.6278
|
03/06/2019
|
Purchase of Common Stock
|
70,763
|
4.3400
|
03/08/2019
|
Short Sale of October 2019 Put Option ($4.00 Strike Price)
2
|
(200,000)
|
0.7066
|
03/08/2019
|
Short Sale of October 2019 Put Option ($4.00 Strike Price)
2
|
(250,000)
|
0.7000
|
03/11/2019
|
Purchase of Common Stock
|
31,137
|
4.2357
|
03/14/2019
|
Purchase of October 2019 Call Option ($2.00 Strike Price)
3
|
100,000
|
2.4000
|
03/14/2019
|
Short Sale of October 2019 Put Option ($4.00 Strike Price)
2
|
(300,000)
|
0.7500
|
03/14/2019
|
Purchase of Common Stock
|
50,000
|
4.1980
|
03/21/2019
|
Purchase of Common Stock
|
4,300
|
4.0309
|
03/22/2019
|
Purchase of Common Stock
|
53,800
|
3.8479
|
03/25/2019
|
Purchase of October 2019 Call Option ($2.00 Strike Price)
3
|
2,000
|
2.0982
|
03/25/2019
|
___________________________
1
Represents shares underlying American-Style put option purchased in the over-the-counter market to
cover a short position. These put options expire on July 19, 2019.
2
Represents shares underlying American-Style
put option sold short in the over-the-counter market. These put option expire on October 18, 2019.
3
Represents shares underlying American-Style call option purchased in the over-the-counter market.
These call options expire on October 18, 2019.
4
Represents shares underlying American-Style
put option sold short in the over-the-counter market. These put options expire on July 19, 2019
5
Represents shares underlying
American-Style call option purchased in the over-the-counter market. These call options expire on July 19, 2019.