Page 5 of 8 – SEC Filing
The following constitutes
Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 is being filed
solely to reflect the internal transfer of all shares previously reported owned by TCS Global Equity Master Fund, L.P. (“TCS
Global”) to TCS Capital Advisors, LLC on November 1, 2017 (the “Internal Transfer”). As a result of the Internal
Transfer, TCS Global and its general partner, TCS Capital GP, LLC, are no longer members of the Section 13(d) group. In furtherance
of the foregoing, this Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended
and restated to read as follows:
(a) This statement is filed by:
| (i) | TCS Capital Advisors, LLC, a Delaware limited liability company (“TCS Advisors”); |
| (ii) | TCS Capital Management, LLC, a Delaware limited liability company (“TCS Management”), which serves as the investment advisor of TCS Advisors; and |
| (iii) | Eric Semler, who serves as the managing member of TCS Management. |
(b) The
address of the principal office of each of the Reporting Persons is 888 Seventh Avenue, Suite 1504, New York, NY 10106.
(c) The
principal business of TCS Advisors is investing in securities. The principal business of TCS Management is serving as the investment
advisor to TCS Advisors. The principal occupation of Mr. Semler is serving as the managing member of TCS Management.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person 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 violation with respect to
such laws.
(f) Mr.
Semler is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The 9,137,023 Shares
owned by TCS Advisors were received in connection with the Internal Transfer for no consideration and were previously purchased
with the working capital of TCS Global (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business) in open market purchases. The aggregate purchase price of the 9,137,023 Shares is approximately $19,235,539,
including brokerage commissions.
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