Page 14 of 18 – SEC Filing
Amendment No. 6 to Schedule 13D
The following constitutes Amendment No. 6 (Amendment No. 6) to the Schedule 13D filed with the Securities and Exchange Commission (the
SEC) by First Pacific Advisors, LLC (FPA), FPA Crescent Fund, a series of FPA Funds Trust (FPA Crescent Fund), FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC (FPA Global Opportunity),
FPA Select Drawdown Fund, L.P. (FPA Select Drawdown), FPA Select Fund, a series of FPA Hawkeye Fund, LLC (FPA Select), FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC (FPA Value Partners), FPA Hawkeye
Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye), FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye-7), J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark Landecker (collectively, the
Reporting Persons) on June 27, 2016, as amended by Amendment No. 1 filed on September 19, 2016, Amendment No. 2 filed on September 28, 2016, Amendment No. 3 filed on October 12, 2016, Amendment
No. 4 filed on October 19, 2016, and Amendment No. 5 filed on May 2, 2017. This Amendment No. 6 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of Schedule 13D is supplemented and superseded, as the case may
be, as follows:
Pursuant to Section 1(f) of the Agreement, on June 16, 2017, the FPA Parties submitted a request (the Request) to
the Issuer that the Board take all necessary actions (including all necessary Board approvals and recommendations, subject to the Boards fiduciary duties) to allow the stockholders of the Issuer to vote at the Issuers 2018 annual meeting
of stockholders on a binding proposal to amend the Issuers Certificate of Incorporation to eliminate the Issuers classified Board.
Going
forward, the Reporting Persons may have conversations with members of the Issuers management team and members of the Board regarding multiple topics, including, but not limited to, corporate governance and the composition of the Board,
suggestions for candidates to the Board, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. Except to the extent restricted by the Agreement, the Reporting Persons may engage in
communications with one or more officers, members of the Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the items in
subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect
thereto.
The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general economic
conditions, other developments and additional investment opportunities. Depending on such assessments and in compliance with any applicable agreements, including the Agreement, the Reporting Persons may acquire additional securities of the Issuer or
new securities of the Issuer, engage in any hedging or similar transactions with respect to the Issuers securities, or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable,
in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition,
results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of Schedule 13D is hereby amended and restated in its
entirety as follows:
