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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HESTIA CAPITAL PARTNERS, LP
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2
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|
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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WC
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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
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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 -
|
|
OWNED BY
|
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8
|
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SHARED VOTING POWER
|
|
EACH
|
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|
|
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REPORTING
|
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|
924,100*
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PERSON WITH
|
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9
|
|
SOLE DISPOSITIVE POWER
|
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|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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|
924,100*
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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|
924,100*
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|
12
|
|
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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|
1.4%
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|
14
|
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TYPE OF REPORTING PERSON
|
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PN
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*Includes 84,000 Shares underlying call options currently exercisable as
further described in Item 6.
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1
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NAME OF REPORTING PERSON
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HESTIA CAPITAL MANAGEMENT, 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
|
|
SOURCE OF FUNDS
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|
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|
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AF, OO
|
|
|
5
|
|
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
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,323,600*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
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|
1,323,600*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,323,600*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.01%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
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|
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|
OO
|
|
* Includes 108,000 Shares underlying call
options currently exercisable as further described in Item 6.
|
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1
|
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NAME OF REPORTING PERSON
|
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KURTIS J. WOLF
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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
|
|
SOURCE OF FUNDS
|
|
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|
|
|
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|
|
|
|
AF, OO, PF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
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|
|
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|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
20,700
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,323,600*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
20,700
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,323,600*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,344,300*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
2.04%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Includes 108,000 Shares underlying call options
currently exercisable as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
1
|
|
NAME OF REPORTING PERSON
|
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|
|
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|
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|
|
PERMIT CAPITAL ENTERPRISE FUND, L.P.
|
|
|
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
|
|
|
|
|
3,054,036
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,054,036
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,054,036
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.63%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PERMIT CAPITAL, LLC
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,054,036
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,054,036
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,054,036
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.63%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PERMIT CAPITAL GP, L.P.
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,054,036
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,054,036
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,054,036
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.63%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JOHN C. BRODERICK
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF, OO, PF
|
|
|
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
|
|
|
|
|
546,925
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,054,036
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
546,925
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,054,036
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,600,961
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.46%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
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IN
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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.
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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 to read as follows:
The Shares beneficially
owned by each of Hestia Capital, Hestia LLC and Permit Enterprise 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 Shares beneficially owned by Mr. Wolf and Mr. Broderick were
purchased with personal funds.
The aggregate purchase
price of the 840,100 Shares beneficially owned by Hestia Capital is approximately $5,567,767, including brokerage commissions.
The aggregate purchase price of the 84,000 Shares underlying certain call options which are currently exercisable and may be deemed
to be beneficially owned by Hestia Capital is approximately $17,493, including brokerage commissions. The aggregate purchase price
of the 375,500 Shares held in the SMAs which are deemed to be beneficially owned by Hestia LLC is approximately $2,239,786, including
brokerage commissions. The aggregate purchase price of the 24,000 Shares underlying certain call options which are currently exercisable
and may be deemed to be beneficially owned by Hestia LLC is approximately $4,895, including brokerage commissions. The aggregate
purchase price of the 20,700 Shares beneficially owned by Mr. Wolf is approximately $149,845, including brokerage commissions.
The aggregate purchase price of the 3,054,036 Shares beneficially owned by Permit Enterprise is approximately $30,570,677, including
brokerage commissions. The aggregate purchase price of the 546,925 Shares beneficially owned by Mr. Broderick is approximately
$4,370,005, 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 to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 65,922,283 shares outstanding as of December 4, 2019 as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 11, 2019.
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(a)
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As of the close of business on December 13, 2019, Hestia Capital beneficially owned 924,100 Shares,
including 84,000 Shares underlying call options currently exercisable.
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Percentage: Approximately 1.4%
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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: 924,100
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 924,100
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(c)
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The transactions in the Shares by Hestia Capital since the filing of the Schedule 13D 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 December 13, 2019, Hestia LLC beneficially owned 399,500 Shares,
which are held in SMAs, including 24,000 Shares underlying call options currently exercisable. As the general partner of Hestia
Capital, Hestia LLC may also be deemed the beneficial owner of the 924,100 Shares beneficially owned by Hestia Capital, including
84,000 Shares underlying call options currently exercisable.
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Percentage: Approximately 2.01%
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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: 1,323,600
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,323,600
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(c)
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The transactions in the Shares by the SMAs since the filing of the Schedule 13D are set forth in
Schedule A and are incorporated herein by reference. Additionally, the transactions in the Shares on behalf of Hestia Capital since
the filing of the Schedule 13D 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 December 13, 2019, Mr. Wolf beneficially owned 20,700 Shares, including
19,800 Shares held jointly with his wife and 900 Shares held in trusts for the benefit of his children, of which Mr. Wolf maintains
voting and dispositive power. As the managing member of Hestia LLC, Mr. Wolf may also be deemed the beneficial owner of the (i)
924,100 Shares beneficially owned by Hestia Capital, including 84,000 Shares underlying call options currently exercisable and
(ii) the 399,500 Shares held in SMAs that are beneficially owned by Hestia LLC, including 24,000 Shares underlying call options
currently exercisable.
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Percentage: Approximately 2.04%
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(b)
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1. Sole power to vote or direct vote: 20,700
2. Shared power to vote or direct vote: 1,323,600
3. Sole power to dispose or direct the disposition: 20,700
4. Shared power to dispose or direct the disposition: 1,323,600
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(c)
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The transactions in the Shares by Mr. Wolf since the filing of the Schedule 13D are set forth in
Schedule A and are incorporated herein by reference. Additionally, the transactions in the Shares on behalf of Hestia Capital and
the SMAs since the filing of the Schedule 13D 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 December 13, 2019, Permit Enterprise beneficially owned 3,054,036
Shares.
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Percentage: Approximately 4.63%
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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: 3,054,036
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,054,036
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(c)
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The transactions in the Shares by Permit Enterprise since the filing of the Schedule 13D are set
forth in Schedule A and are incorporated herein by reference.
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(a)
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Permit LLC, as the investment adviser of Permit Enterprise, may be deemed the beneficial owner
of the 3,054,036 Shares owned by Permit Enterprise.
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Percentage: Approximately 4.63%
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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: 3,054,036
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,054,036
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(c)
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Permit LLC has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares by Permit Enterprise since the filing of the Schedule 13D are set forth in Schedule A and are
incorporated herein by reference.
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(a)
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Permit GP, as the general partner of Permit Enterprise, may be deemed the beneficial owner of the
3,054,036 Shares owned by Permit Enterprise.
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Percentage: Approximately 4.63%
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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: 3,054,036
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,054,036
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(c)
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Permit GP has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares by Permit Enterprise since the filing of the Schedule 13D 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 December 13, 2019, Mr. Broderick beneficially owned 546,925 Shares,
including 3,825 Shares held by his wife, of which Mr. Broderick maintains voting and dispositive power. As a partner of Permit
GP, Mr. Broderick may also be deemed the beneficial owner of the 3,054,036 Shares beneficially owned by Permit Enterprise.
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Percentage: Approximately 5.46%
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(b)
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1. Sole power to vote or direct vote: 546,925
2. Shared power to vote or direct vote: 3,054,036
3. Sole power to dispose or direct the disposition: 546,925
4. Shared power to dispose or direct the disposition: 3,054,036
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(c)
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The transactions in the Shares by Mr. Broderick since the filing of the Schedule 13D are set forth
in Schedule A and are incorporated herein by reference. Additionally, the transactions in the Shares on behalf of Permit Enterprise
since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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As of the close of
business on December 13, 2019, the Reporting Persons collectively beneficially owned an aggregate of 4,945,261 Shares, constituting
approximately 7.50% of the Shares outstanding.
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its 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 to add the following:
Hestia Capital has
purchased in over-the-counter market American-style call options referencing an aggregate of 84,000 Shares, which have an exercise
price of $8.00 and expire on January 17, 2020, as further detailed on Schedule A hereto, which is incorporated by reference herein.
Hestia Capital has
purchased in over-the-counter market American-style put options referencing an aggregate of 21,000 Shares, 88,000 Shares, 21,000
Shares and 4,000 Shares, respectively, which have an exercise price of $6.00, $6.50, $5.00 and $6.00, respectively and expire on
December 13, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
Hestia Capital has
purchased in over-the-counter market American-style put options referencing an aggregate of 16,800 Shares, 210,000 Shares and 176,000
Shares, respectively, which have an exercise price of $7.00, $5.00 and $5.50, respectively and expire on December 20, 2019, as
further detailed on Schedule A hereto, which is incorporated by reference herein.
Hestia Capital has
sold in over-the-counter market American-style put options referencing an aggregate of 21,000 Shares, 88,000 Shares, 21,000 Shares
and 4,000 Shares, respectively, which have an exercise price of $6.00, $6.50, $5.00 and $6.00, respectively and expire on December
13, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
Hestia Capital has
sold in over-the-counter market American-style put options referencing an aggregate of 16,800 Shares, 210,000 Shares and 176,000
Shares, respectively, which have an exercise price of $7.00, $5.00 and $5.50, respectively and expire on December 20, 2019, as
further detailed on Schedule A hereto, which is incorporated by reference herein.
Hestia LLC has purchased
in over-the-counter market American-style call options referencing an aggregate of 24,000 Shares, which have an exercise price
of $8.00 and expire on January 17, 2020, as further detailed on Schedule A hereto, which is incorporated by reference herein.
Hestia LLC has purchased
in over-the-counter market American-style put options referencing an aggregate of 6,000 Shares, 25,000 Shares, 6,000 Shares and
1,000 Shares, respectively, which have an exercise price of $6.00, $6.50, $5.00 and $6.00, respectively and expire on December
20, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
Hestia LLC has purchased
in over-the-counter market American-style put options referencing an aggregate of 3,800 Shares, 60,000 Shares and 50,000 Shares,
respectively, which have an exercise price of $7.00, $5.00 and $5.50, respectively and expire on December 20, 2019, as further
detailed on Schedule A hereto, which is incorporated by reference herein.
Hestia LLC has sold
in over-the-counter market American-style put options referencing an aggregate of 6,000 Shares, 25,000 Shares, 6,000 Shares and
1,000 Shares, respectively, which have an exercise price of $6.00, $6.50, $5.00 and $6.00, respectively and expire on December
20, 2019, as further detailed on Schedule A hereto, which is incorporated by reference herein.
Hestia LLC has sold
in over-the-counter market American-style put options referencing an aggregate of 3,800 Shares, 60,000 Shares and 50,000 Shares,
respectively, which have an exercise price of $7.00, $5.00 and $5.50, respectively and expire on December 20, 2019, as further
detailed on Schedule A hereto, which is incorporated by reference herein.
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: December 13, 2019
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Hestia Capital Partners, LP
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By:
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Hestia Capital Management, LLC, its General Partner
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By:
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/s/ Kurtis J. Wolf
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Name:
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Kurtis J. Wolf
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Title:
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Managing Director
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Hestia Capital Management, LLC
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By:
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/s/ Kurtis J. Wolf
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Name:
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Kurtis J. Wolf
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Title:
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Managing Member
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/s/ Kurtis J. Wolf
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Kurtis J. Wolf
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Permit Capital Enterprise Fund, L.P.
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By:
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/s/ John Broderick
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Name:
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John Broderick
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Title:
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Partner
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Permit Capital, LLC
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By:
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/s/ John Broderick
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Name:
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John Broderick
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Title:
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Partner
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Permit Capital GP, L.P.
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By:
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/s/ John Broderick
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Name:
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John Broderick
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Title:
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Partner
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/s/ John Broderick
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John Broderick
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SCHEDULE A
Transaction in the Shares Since the Filing
of the Schedule 13D
Nature of Transaction
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Amount of
Securities Purchased
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Price per Share ($)
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Date of
Purchase
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Hestia
capital partners, lp
Purchase of Common Stock
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4,000
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5.5650
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10/30/2019
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Purchase of Common Stock
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8,000
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5.4650
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10/31/2019
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Purchase of Common Stock
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58,000
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5.9415
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11/13/2019
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Purchase of December 2019 Put Option ($6.00 Strike Price)1
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21,000
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0.3424
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12/09/2019
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Purchase of December 2019 Put Option ($6.50 Strike Price)1
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88,000
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0.4792
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12/09/2019
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Purchase of December 2019 Put Option ($7.00 Strike Price)2
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16,800
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0.7640
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12/09/2019
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Purchase of December 2019 Put Option ($5.00 Strike Price)1
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21,000
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0.1502
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12/10/2019
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Purchase of December 2019 Put Option ($5.00 Strike Price)2
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210,000
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0.1901
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12/10/2019
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Purchase of December 2019 Put Option ($5.50 Strike Price)2
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176,000
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0.3262
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12/10/2019
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Purchase of January 2020 Call Option ($8.00 Strike Price)3
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63,000
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0.2560
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12/10/2019
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Purchase of December 2019 Put Option ($6.00 Strike Price)1
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4,000
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0.4539
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12/10/2019
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Sale of December 2019 Put Option ($7.00 Strike Price)4
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(16,800)
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1.0590
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12/10/2019
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Sale of December 2019 Put Option ($6.50 Strike Price)5
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(88,000)
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0.6928
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12/10/2019
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Sale of December 2019 Put Option ($5.00 Strike Price)4
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(210,000)
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0.0806
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12/11/2019
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Sale of December 2019 Put Option ($5.50 Strike Price)4
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(176,000)
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0.2995
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12/11/2019
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Sale of December 2019 Put Option ($6.00 Strike Price)5
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(25,000)
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0.5145
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12/11/2019
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Sale of December 2019 Put Option ($5.00 Strike Price)5
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(21,000)
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0.0476
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12/11/2019
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Purchase of January 2020 Call Option ($8.00 Strike Price)3
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21,000
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0.0649
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12/11/2019
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Hestia
capital Management, llc
(Through certain separately managed accounts)
Purchase of Common Stock
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1,000
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5.5595
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10/30/2019
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Purchase of Common Stock
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2,000
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5.4528
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10/31/2019
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Purchase of Common Stock
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17,000
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5.9374
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11/13/2019
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Purchase of Common Stock
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6,000
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6.3749
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12/02/2019
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Purchase of Common Stock
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6,000
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6.0729
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12/03/2019
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Purchase of Common Stock
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12,000
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6.2834
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12/04/2019
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Purchase of Common Stock
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6,000
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6.3920
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12/05/2019
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Purchase of Common Stock
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3,000
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6.5439
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12/06/2019
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Purchase of December 2019 Put Option ($6.00 Strike Price)1
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6,000
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0.3399
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12/09/2019
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Purchase of December 2019 Put Option ($6.50 Strike Price)1
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25,000
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0.4725
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12/09/2019
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Purchase of December 2019 Put Option ($7.00 Strike Price)2
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3,800
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0.7609
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12/09/2019
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Purchase of December 2019 Put Option ($5.00 Strike Price)1
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6,000
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0.1516
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12/10/2019
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Purchase of December 2019 Put Option ($6.00 Strike Price)1
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1,000
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0.4394
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12/10/2019
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Purchase of December 2019 Put Option ($5.00 Strike Price)2
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60,000
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0.1855
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12/10/2019
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Purchase of December 2019 Put Option ($5.50 Strike Price)2
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50,000
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0.3200
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12/10/2019
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Purchase of January 2020 Call Option ($8.00 Strike Price)3
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18,000
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0.2518
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12/10/2019
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Sale of December 2019 Put Option ($6.50 Strike Price)5
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(25,000)
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0.6944
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12/10/2019
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Sale of December 2019 Put Option ($7.00 Strike Price)4
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(3,800)
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1.0649
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12/10/2019
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Sale of December 2019 Put Option ($5.00 Strike Price)4
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(60,000)
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0.0833
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12/11/2019
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Sale of December 2019 Put Option ($5.50 Strike Price)4
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(50,000)
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0.3060
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12/11/2019
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Sale of December 2019 Put Option ($6.00 Strike Price)5
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(7,000)
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0.5010
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12/11/2019
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Sale of December 2019 Put Option ($5.00 Strike Price)5
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(6,000)
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0.0396
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12/11/2019
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Purchase of January 2020 Call Option ($8.00 Strike Price)3
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6,000
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0.0604
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12/11/2019
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Purchase of Common Stock
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47,000
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5.3629
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12/11/2019
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Kurtis
j. wolf
Purchase of Common Stock
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1,500
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5.9843
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10/18/2019
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Purchase of Common Stock
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300
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5.5550
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10/30/2019
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Purchase of Common Stock
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2,000
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5.4542
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11/21/2019
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Permit
capital enterprise fund, L.P.
Sale of Common Stock
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(2,250)
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6.2800
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12/10/2019
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Purchase of Common Stock
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2,750
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5.3000
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12/11/2019
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John
c. broderick
Purchase of Common Stock
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30,000
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6.0000
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11/25/2019
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Purchase of Common Stock
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16,000
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5.4800
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12/12/2019
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Purchase of Common Stock
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10,000
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5.6400
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12/12/2019
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Purchase of Common Stock
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5,000
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5.6300
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12/12/2019
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1
Represents shares underlying American-style put options purchased in the over-the-counter market. These put options expired on
December 13, 2019.
2
Represents shares underlying American-style put options purchased in the over-the-counter market. These put options expire on December
20, 2019.
3
Represents shares underlying American-style call options purchased in the over-the-counter market. These call options expire on
January 17, 2020.
4
Represents shares underlying American-style put options sold in the over-the-counter market. These put options expire on December
20, 2019.
5
Represents shares underlying American-style put options sold in the over-the-counter market. These put options expired on December
13, 2019.