Page 14 of 17 – SEC Filing
Amendment No. 2 to Schedule 13D
The following constitutes Amendment No. 2 (Amendment No. 2) to the Schedule 13D filed with the Securities and Exchange Commission (the
SEC) by First Pacific Advisors, LLC (FPA), FPA Crescent Fund, a series of FPA Funds Trust (FPA Crescent Fund), FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC (FPA Global
Opportunity), FPA Select Drawdown Fund, L.P. (FPA Select Drawdown), FPA Select Fund, a series of FPA Hawkeye Fund, LLC (FPA Select), FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC (FPA Value
Partners), FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye), FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye-7), J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark
Landecker (collectively, the Reporting Persons) on June 27, 2016, as amended by Amendment No. 1 filed on September 19, 2016. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth
herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of Schedule 13D is supplemented and superseded, as the case may be,
as follows:
On September 27, 2016, the Reporting Persons, FPA Funds Trust and FPA Hawkeye Fund, LLC (collectively, the FPA Parties)
entered into Amendment No. 1 to the agreement dated as of September 16, 2016 (Amendment No. 1) with the Issuer pursuant to which during discussions between the FPA Parties and the Issuer regarding certain matters relating
to the level of the Reporting Persons ownership of shares of the Issuers Common Stock and certain corporate governance matters (the Discussions), the FPA Parties agreed not to purchase or acquire, directly or indirectly, any
additional shares of Common Stock of the Issuer until the earlier of (i) October 12, 2016 or (ii) 72 hours after the FPA Parties provide notice that the Discussions have terminated.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment
No. 1, which is filed as Exhibit 99.1 to this Amendment No. 2, and is incorporated herein by reference.
Going forward, the Reporting Persons
may have conversations with members of the Issuers management team and members of the Issuers Board of Directors (the Board) regarding multiple topics, including, but not limited to, corporate governance and the composition
of the Board, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. The Reporting Persons may engage in communications with one or more officers, members of the Board, representatives,
shareholders of the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general economic conditions,
other developments and additional investment opportunities. Depending on such assessments and in compliance with any applicable agreements, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer, engage
in any hedging or similar transactions with respect to the Issuers securities, or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in privately negotiated
transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and
prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
Amendment No. 2 to Schedule 13D
The following constitutes Amendment No. 2 (Amendment No. 2) to the Schedule 13D filed with the Securities and Exchange Commission (the
SEC) by First Pacific Advisors, LLC (FPA), FPA Crescent Fund, a series of FPA Funds Trust (FPA Crescent Fund), FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC (FPA Global
Opportunity), FPA Select Drawdown Fund, L.P. (FPA Select Drawdown), FPA Select Fund, a series of FPA Hawkeye Fund, LLC (FPA Select), FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC (FPA Value
Partners), FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye), FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye-7), J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark
Landecker (collectively, the Reporting Persons) on June 27, 2016, as amended by Amendment No. 1 filed on September 19, 2016. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth
herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of Schedule 13D is supplemented and superseded, as the case may be,
as follows:
On September 27, 2016, the Reporting Persons, FPA Funds Trust and FPA Hawkeye Fund, LLC (collectively, the FPA Parties)
entered into Amendment No. 1 to the agreement dated as of September 16, 2016 (Amendment No. 1) with the Issuer pursuant to which during discussions between the FPA Parties and the Issuer regarding certain matters relating
to the level of the Reporting Persons ownership of shares of the Issuers Common Stock and certain corporate governance matters (the Discussions), the FPA Parties agreed not to purchase or acquire, directly or indirectly, any
additional shares of Common Stock of the Issuer until the earlier of (i) October 12, 2016 or (ii) 72 hours after the FPA Parties provide notice that the Discussions have terminated.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment
No. 1, which is filed as Exhibit 99.1 to this Amendment No. 2, and is incorporated herein by reference.
Going forward, the Reporting Persons
may have conversations with members of the Issuers management team and members of the Issuers Board of Directors (the Board) regarding multiple topics, including, but not limited to, corporate governance and the composition
of the Board, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. The Reporting Persons may engage in communications with one or more officers, members of the Board, representatives,
shareholders of the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general economic conditions,
other developments and additional investment opportunities. Depending on such assessments and in compliance with any applicable agreements, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer, engage
in any hedging or similar transactions with respect to the Issuers securities, or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in privately negotiated
transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and
prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
