Page 4 of 7 – SEC Filing
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 5,900,024 shares of the common stock of the Issuer,
constituting approximately 9.8% of the 60,007,521 shares outstanding.
Common % of outstanding
Shares Common Shares
Held
___________________________________________________________________
Voting Authority
Sole: 0 0.0%
Shared: 5,841,674* 9.7%
None: 58,350 0.1%
Total 5,900,024 9.8%
*Consists of shares owned by Longleaf Partners Small-Cap Fund, a series of
Longleaf Partners Funds Trust, an open-end management investment company
registered under the Investment Company Act of 1940.
Dispositive Authority
Sole: 58,350 0.1%
Shared: 5,841,674* 9.7%
Total 5,900,024 9.8%
*Consists of shares owned by Longleaf Partners Small-Cap Fund, a series of
Longleaf Partners Funds Trust, an open-end management investment company
registered under the Investment Company Act of 1940.
(b) Southeastern generally has the sole power to dispose of or to
direct the disposition of the Securities held for discretionary accounts of
its investment clients, and may be granted the sole power to vote or direct
the vote of such Securities; such powers may be retained by or shared with
the respective clients for shared or non-discretionary accounts. Shares held
by any Series of Longleaf Partners Funds Trust are reported in the “shared”
category.
(c) There have been no purchase or sale transactions in the
Securities during the past sixty days.
(d) The investment advisory clients of Southeastern have the sole
right to receive and, subject to notice, to withdraw the proceeds from the
sale of the Securities, and the sole power to direct the receipt of dividends
from any of the Securities held for their respective accounts. Such clients
may also terminate the investment advisory agreements without penalty upon
appropriate notice. Southeastern does not have an economic interest in any of
the Securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item 6 of Southeastern’s Schedule 13D filed February 20, 2018 is hereby
updated to include the Letter Agreement dated March 20, 2018, set forth as
Exhibit A below.
Item 7. Material to be filed as an Exhibit
Item 7 of Southeastern’s Schedule 13D filed February 20, 2018 is hereby
updated to include the Letter Agreement dated March 20, 2018, set forth as
Exhibit A below.
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: March 20, 2018
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
General Counsel
LONGLEAF PARTNERS SMALL-CAP FUND
By: Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
General Counsel
O. MASON HAWKINS
(Individually)
/s/ O. Mason Hawkins
_______________________________
