Page 9 of 20 – SEC Filing
The principal business address of each of Vivaldi and Vivaldi Holdings is 225 W. Wacker Drive, Suite 2100, Chicago, IL 60606. Vivaldi is engaged in various interests, including investments. Vivaldi Holdings is a holding company.
(d) None of the Reporting Persons described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons described herein has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) Mr. Mowery is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Common Stock was acquired in open market purchases with (1) the working capital of the GrizzlyRock Fund; and (2) the funds of the Client Accounts. The aggregate amount of funds expended, excluding commissions, to acquire shares held by the GrizzlyRock Fund is $3,502,682; and by the Client Accounts is $11,607,613.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the Common Stock for investment purposes. Their intent is to influence the policies of the Issuer and assert shareholder rights, with a goal of maximizing the value of the Common Stock. In connection therewith, the Reporting Persons request that the Issuer disclose all material steps undertaken by J.P Morgan in its role as the Issuer’s financial advisor (as initially disclosed by the Issuer during its shareholder call on August 4, 2017), no later than the Issuer’s shareholder call currently scheduled for Friday, November 3, 2017. The Reporting Persons have sought (without success to date) and will continue to seek an opportunity to meet with the Issuer’s management team and Board of Directors to engage in constructive and value-enhancing dialogue.
The Reporting Persons may make further purchases of shares of Common Stock (including through a 10b5-1 plan). The Reporting Persons may dispose of any or all the shares of Common Stock held by them.
To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Reporting Persons have such a purpose. Except as noted in this Schedule 13D, none of the Reporting Persons currently has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
| Item 5. | Interests in Securities of the Issuer. |
(a)-(b) The following list and notes to the list set forth the aggregate number and percentage (based on 25,125,482 shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q for the period ended June 25, 2017) of outstanding shares of Common Stock owned beneficially by each Reporting Person named in Item 2, and indicates whether such Reporting Persons have sole or shared voting and dispositive power over such shares. As a group, the Reporting Persons would hold 1,322,257 shares of Common Stock, or 5.3% of the outstanding Common Stock:
| Name | Shares of Common Stock Beneficially Owned | Percentage of Shares of Common Stock Beneficially Owned |
| GrizzlyRock Capital, LLC(1) | 301,133 | 1.2% |
| GrizzlyRock GP, LLC(1) | 301,133 | 1.2% |
| GrizzlyRock Institutional Value Partners, LP(1) | 301,133 | 1.2% |
| Kyle Mowery(2) | 1,322,257 | 5.3% |
| Vivaldi Asset Management LLC(3) | 1,021,124 | 4.1% |
| Vivaldi Holdings, LLC(3) | 1,021,124 | 4.1% |
| (1) | GrizzlyRock Capital is the investment adviser to and GrizzlyRock GP is the general partner of the GrizzlyRock Fund. Each has voting and dispositive power with regard to the 301,133 shares of Common Stock held by the GrizzlyRock Fund. Because Mr. Mowery is the Managing Member of GrizzlyRock Capital and GrizzlyRock GP, he has the power to direct the affairs of GrizzlyRock Capital and GrizzlyRock GP. Therefore, GrizzlyRock Capital and GrizzlyRock GP may be deemed to share with Mr. Mowery voting and dispositive power with regard to the 301,133 shares of Common Stock held by the GrizzlyRock Fund. |
| (2) | Because Mr. Mowery is the Managing Member of GrizzlyRock Capital and GrizzlyRock GP, the investment adviser to and the general partner of the GrizzlyRock Fund, respectively, he has the power to direct the affairs of the GrizzlyRock Fund, including the voting and disposition of 301,133 shares of Common Stock held in the name of the GrizzlyRock Fund. Therefore, Mr. Mowery is deemed to share voting and dispositive power with respect to the 301,133 shares of Common Stock held by the GrizzlyRock Fund. Because Mr. Mowery is the Portfolio Manager for the Client Accounts, he has voting and dispositive power with regard to the 1,021,124 shares of Common Stock held by the Client Accounts. Mr. Mowery specifically disclaims beneficial ownership of all such shares. |
| (3) | Vivaldi, as investment adviser to the Client Accounts, may be deemed to have shared voting and dispositive power with respect to 1,021,124 shares of Common Stock. Vivaldi Holdings, as a control person of Vivaldi, may be deemed to have shared voting and dispositive power with respect to 1,021,124 shares of Common Stock and may thus be deemed the indirect beneficial owner of the shares beneficially owned by Vivaldi. Vivaldi and Vivaldi Holdings specifically disclaim beneficial ownership of such shares. |
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