Page 5 of 8 – SEC Filing
Item 5. Interest in Securities of the Issuer.
(a) The
Reporting Persons beneficially own in the 1,952,593 shares of Common Stock, which represents approximately 7.8% of the Company’s
outstanding shares of Common Stock.
KWM, in its role as investment manager for customer accounts (collectively, the “Accounts”) to which it furnishes
investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own the 1,602,593 shares of Common
Stock held in the Accounts. KWM, as the general partner of The Philotimo Fund LLC, and Mr. Kanen, as the managing member of KWM,
may each be deemed to beneficially own the 350,000 shares of Common Stock held by The Philotimo Fund LLC. Mr. Kanen expressly disclaims
such beneficial ownership. Mr. Kanen directly owns 18,921 shares of Common Stock held in the Accounts.
Each percentage ownership
of Common Stock set forth in this Statement is based on the 25,050,628 shares of Common Stock reported by the Company as outstanding
as of March 31, 2017 in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 5, 2017.
(b) KWM,
in its role as investment manager to the Accounts, has discretionary voting and dispositive power over the shares of Common Stock
held in the Accounts pursuant to investment advisory agreements. Mr. Kanen, as the managing member of KWM, may be deemed to share
voting and dispositive power over such shares of Common Stock with KWM. KWM, as the general partner of The Philotimo Fund LLC,
and Mr. Kanen, as the managing member of KWM, may be deemed to share voting and dispositive power over the shares of Common Stock
held by The Philotimo Fund LLC.
(c) The
transactions effected by the Reporting Persons in the Common Stock during the last 60 days are set forth on Schedule A to this
Statement. Each of these transactions was effected through the open market.
(d) The
customers of KWM have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the shares of
Common Stock, and the power to direct the receipt of dividends from any of the shares of Common Stock held for their respective
accounts. Such customers may also terminate the investment advisory agreements upon appropriate notice. Neither Mr. Kanen nor KWM
has an economic or pecuniary interest in any of the shares of Common Stock reported herein as being held in customer accounts, except as set forth above.
Mr. Kanen has the sole right to receive all proceeds from the sale of and direct the receipt of dividends from the shares of Common
Stock held for his own account.
(e) Not
applicable.
