Page 5 of 9 – SEC Filing
The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Not applicable in that
the transaction involved the sale of, and not the acquisition of, securities.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On August 31, 2017,
the Issuer purchased from the Reporting Persons 3,000,000 Shares pursuant to the Issuer’s stock repurchase program at a price
per Share equal to 98% of the closing price of Common Stock on the NASDAQ Global Select Stock Market on August 31, 2017, and in
the aggregate for a price of $74,382,000. In connection with the repurchase, the Reporting Persons and the Issuer entered into
a Common Stock Repurchase Agreement (the “Repurchase Agreement”) pursuant to which, among other things, the Reporting
Persons agreed for a period of three years not to take certain actions, including, (i) purchase any of the Issuer’s securities
(except that commencing six months from the date of August 31, 2017, the Reporting Persons may purchase the Issuer’s securities
if, after giving effect to any such purchase, the Reporting Persons and its affiliates collectively would not beneficially own
more than 4.9% of the outstanding shares of any class of the Issuer’s voting securities), (ii) attempt to acquire the Issuer
or any of its assets, (iii) engage in a proxy contest with the Issuer, or (iv) act, alone or in concert with others, to seek to
control or influence the management, board of directors or policies of the Issuer.
In addition, for a
period of 30 days beginning on August 31, 2017, the Reporting Persons and its affiliates may not, directly or indirectly offer,
sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of in any manner any of
its security holdings in the Issuer at a price lower than the price per share paid by the Issuer pursuant to the Repurchase Agreement.
Pursuant to the Repurchase
Agreement, the Reporting Persons also agreed, subject to certain exceptions, to cause all voting securities of the Issuer beneficially
owned, directly or indirectly by the Reporting Persons and any of its affiliates to be present for quorum purposes and to be voted,
at any such meeting of the Issuer’s stockholders or at any adjournments or postponements thereof, (a) in favor of each director
nominated and recommended by the Board for election at any such meeting, (b) against any stockholder nominations for director which
are not approved and recommended by the Board for election at any such meeting, (c) in favor of the Issuer’s proposal for
the ratification of the appointment of the Issuer’s independent registered public accounting firm, (d) in favor of the Issuer’s
“say-on-pay” proposal and (e) in accordance with the Board’s recommendation with respect to all other matters.
The foregoing description
of the Repurchase Agreement is qualified in its entirety by reference to the Repurchase Agreement, which is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
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