Filing Details

Accession Number:
0001193805-19-001450
Form Type:
13D Filing
Publication Date:
2019-11-18 08:01:00
Filed By:
Engaged Capital
Company:
Medifast Inc (NYSE:MED)
Filing Date:
2019-11-18
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Engaged Capital Flagship Master Fund 287,254 287,254 287,254 2.47%
Engaged Capital Co-Invest X 277,168 277,168 277,168 2.39%
Engaged Capital Co-Invest X-A 463,154 463,154 463,154 3.99%
Engaged Capital Opportunities Fund 106,234 106,234 106,234 Less than 1%
Engaged Capital Flagship Fund 287,254 287,254 287,254 2.47%
Engaged Capital Flagship Fund, Ltd 287,254 287,254 287,254 2.47%
Engaged Capital 1,160,376 1,160,376 1,160,376 9.99%
Engaged Capital Holdings 1,160,376 1,160,376 1,160,376 9.99%
Glenn W. Welling 1,160,376 1,160,376 1,160,376 9.99%
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

Medifast, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

58470H101

(CUSIP Number)

glenn w. welling

engaged capital, llc

610 Newport Center Drive, Suite 250

Newport Beach, California 92660

(949) 734-7900

 

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 7, 2019

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Flagship Master Fund, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         287,254  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          287,254  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        287,254  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.47%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2
  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Co-Invest X, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         277,168  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          277,168  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        277,168  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.39%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

 

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Co-Invest X-A, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         463,154  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          463,154  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        463,154  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.99%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

4

 

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Opportunities Fund, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         106,234  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          106,234  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        106,234  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

 

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Flagship Fund, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         287,254  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          287,254  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        287,254  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.47%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

6

 

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Flagship Fund, Ltd.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         287,254  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          287,254  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        287,254  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.47%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

7

 

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,160,376  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,160,376  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,160,376  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.99%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

8

 

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Holdings, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,160,376  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,160,376  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,160,376  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.99%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

9

 

  1   NAME OF REPORTING PERSON  
         
        Glenn W. Welling  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,160,376  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,160,376  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,160,376  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.99%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

10

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1.Security and Issuer.

 

This statement relates to the common stock, $0.001 par value per share (the “Shares”), of Medifast, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 100 International Drive, Baltimore, Maryland 21202.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Engaged Capital Flagship Master Fund, LP (“Engaged Capital Flagship Master”), a Cayman Islands exempted limited partnership, with respect to the Shares directly and beneficially owned by it;
(ii)

Engaged Capital Co-Invest X, LP, a Delaware limited partnership (“Engaged Capital Co-Invest X”), with respect to the Shares directly and beneficially owned by it;

(iii)Engaged Capital Co-Invest X-A, LP, a Delaware limited partnership (“Engaged Capital Co-Invest X-A”), with respect to the Shares directly and beneficially owned by it;
(iv)Engaged Capital Opportunities Fund, LP, a Delaware limited partnership (“Engaged Capital Opportunities”), with respect to the Shares directly and beneficially owned by it;
(v)Engaged Capital Flagship Fund, LP (“Engaged Capital Fund”), a Delaware limited partnership, as a feeder fund of Engaged Capital Flagship Master;
(vi)Engaged Capital Flagship Fund, Ltd. (“Engaged Capital Offshore”), a Cayman Islands exempted company, as a feeder fund of Engaged Capital Flagship Master;
(vii)Engaged Capital, LLC, a Delaware limited liability company (“Engaged Capital”), as the general partner and investment adviser of each of Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities and the investment adviser of a certain managed account (the “Engaged Capital Account”);
(viii)Engaged Capital Holdings, LLC, a Delaware limited liability company (“Engaged Holdings”), as the managing member of Engaged Capital; and
(ix)Glenn W. Welling, as the Founder and Chief Investment Officer (“CIO”) of Engaged Capital and the sole member of Engaged Holdings.
11

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Engaged Capital Offshore. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The address of the principal office of each of Engaged Capital Flagship Master and Engaged Capital Offshore is c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The address of the principal office of each of Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A, Engaged Capital Opportunities, Engaged Capital Fund, Engaged Capital, Engaged Holdings and Mr. Welling is 610 Newport Center Drive, Suite 250, Newport Beach, California 92660.

(c)       The principal business of each of Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities is investing in securities. Each of Engaged Capital Fund and Engaged Capital Offshore is a private investment partnership that serves as a feeder fund of Engaged Capital Flagship Master. Engaged Capital is a registered investment advisor and serves as the investment adviser to each of Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A, Engaged Capital Opportunities, Engaged Capital Fund, Engaged Capital Offshore and the Engaged Capital Account. Engaged Capital is also the general partner of each of Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A, Engaged Capital Opportunities and Engaged Capital Fund. Engaged Holdings serves as the managing member of Engaged Capital. Mr. Welling is the Founder and CIO of Engaged Capital, the sole member of Engaged Holdings and a director of Engaged Capital Offshore.

(d)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, 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)       Engaged Capital Flagship Master and Engaged Capital Offshore are organized under the laws of the Cayman Islands. Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A, Engaged Capital Opportunities, Engaged Capital Fund, Engaged Capital and Engaged Holdings are organized under the laws of the State of Delaware. Mr. Welling is a citizen of the United States of America.

12
Item 3.Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities and held in the Engaged Capital Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 287,254 Shares beneficially owned by Engaged Capital Flagship Master is approximately $22,485,355, including brokerage commissions. The aggregate purchase price of the 277,168 Shares beneficially owned by Engaged Capital Co-Invest X is approximately $25,900,944, including brokerage commissions. The aggregate purchase price of the 463,154 Shares beneficially owned by Engaged Capital Co-Invest X-A is approximately $47,124,870, including brokerage commissions. The aggregate purchase price of the 106,234 Shares beneficially owned by Engaged Capital Opportunities is approximately $9,943,188, including brokerage commissions. The aggregate purchase price of the 26,566 Shares held in the Engaged Capital Account is approximately $2,074,312, including brokerage commissions.

Item 4.Purpose of Transaction.

 

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons have engaged, and intend to continue to engage, in communications with the Issuer’s Board of Directors (the “Board”) and management team regarding opportunities to maximize shareholder value. Glenn W. Welling previously served as a director of the Issuer from June 2015 to March 2018.

 

Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and to communicate with the Issuer’s management and Board about a broad range of operational and strategic matters. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer or third parties, including potential acquirers, service providers and financing sources, about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts (in which the Reporting Persons may participate) as a means of enhancing shareholder value, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

13

 

Item 5.Interest in Securities of the Issuer.

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 11,615,371 Shares outstanding as of November 1, 2019, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2019.

As of the date hereof, Engaged Capital Flagship Master beneficially owned 287,254 Shares, constituting approximately 2.47% of the Shares outstanding. Each of Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship Master, may be deemed to beneficially own the 287,254 Shares owned by Engaged Capital Flagship Master, constituting approximately 2.47% of the Shares outstanding.

As of the date hereof, Engaged Capital Co-Invest X beneficially owned 277,168 Shares, constituting approximately 2.39% of the Shares outstanding.

As of the date hereof, Engaged Capital Co-Invest X-A beneficially owned 463,154 Shares, constituting approximately 3.99% of the Shares outstanding.

As of the date hereof, Engaged Capital Opportunities beneficially owned 106,234 Shares, constituting less than 1% of the Shares outstanding.

As of the date hereof, 26,566 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.

Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 1,160,376 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities and held in the Engaged Capital Account, constituting approximately 9.99% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 1,160,376 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities and held in the Engaged Capital Account, constituting approximately 9.99% of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 1,160,376 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities and held in the Engaged Capital Account, constituting approximately 9.99% of the Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(b)       By virtue of their respective positions with Engaged Capital Flagship Master, each of Engaged Capital Fund, Engaged Capital Offshore, Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Flagship Master.

By virtue of their respective positions with Engaged Capital Co-Invest X, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Co-Invest X.

14

By virtue of their respective positions with Engaged Capital Co-Invest X-A, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Co-Invest X-A.

By virtue of their respective positions with Engaged Capital Opportunities, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Opportunities.

By virtue of their respective positions with the Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares held in the Engaged Capital Account.

(c)       Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market unless otherwise noted herein.

(d)       No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Engaged Capital Flagship Master has entered into certain cash-settled total return swap agreements with CS Europe Ltd. (“CS”) as the counterparty (the “CS Swap Agreements”). The swaps with CS constitute economic exposure to an aggregate of 535,234 notional Shares, representing approximately 4.61% of the outstanding Shares, of which (i) 522,434 notional Shares have a maturity date of November 22, 2022 and a reference price of $100.7000 and (ii) 12,800 notional Shares have a maturity date of November 22, 2022 and a reference price of $77.8603. Engaged Capital (through the Engaged Capital Account) has entered into a certain cash-settled total return swap agreement with Nomura Global Financial Products Inc. (“Nomura”) as the counterparty (the “Nomura Swap Agreement” and together with the CS Swap Agreements, the “Swap Agreements”). The swap with Nomura constitutes economic exposure to an aggregate of 45,458 notional Shares, representing less than 1% of the outstanding Shares, which has a maturity date of October 17, 2022 and a reference price of $102.8800. The Swap Agreements provide Engaged Capital Flagship Master and the Engaged Capital Account with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, (i) Engaged Capital Flagship Master has economic exposure to an aggregate of 822,488 Shares, representing approximately 7.08% of the outstanding Shares, and (ii) the Engaged Capital Account has economic exposure to an aggregate of 72,024 Shares, representing less than 1% of the outstanding Shares. The Reporting Persons disclaim beneficial ownership of the Subject Shares.

The Reporting Persons collectively have economic exposure to an aggregate of 1,741,068 Shares, representing approximately 14.99% of the outstanding Shares.

On November 18, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

15

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing Agreement, dated November 18, 2019.

 

16

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 18, 2019

 

  Engaged Capital Flagship Master Fund, LP
   
  By: Engaged Capital, LLC
General Partner
   
  By: /s/ Glenn W. Welling
    Name: Glenn W. Welling
    Title: Founder and Chief Investment Officer

 

 

  Engaged Capital Co-Invest X, LP
   
  By: Engaged Capital, LLC
General Partner
   
  By: /s/ Glenn W. Welling
    Name: Glenn W. Welling
    Title: Founder and Chief Investment Officer

 

 

  Engaged Capital Co-Invest X-A, LP
   
  By: Engaged Capital, LLC
General Partner
   
  By: /s/ Glenn W. Welling
    Name: Glenn W. Welling
    Title: Founder and Chief Investment Officer

 

 

  Engaged Capital Opportunities Fund, LP
   
  By: Engaged Capital, LLC
General Partner
   
  By: /s/ Glenn W. Welling
    Name: Glenn W. Welling
    Title: Founder and Chief Investment Officer

 

17

 

  Engaged Capital Flagship Fund, LP
   
  By: Engaged Capital, LLC
General Partner
   
  By: /s/ Glenn W. Welling
    Name: Glenn W. Welling

 

 

  Title: Founder and Chief Investment Officer

 

 

  Engaged Capital Flagship Fund, Ltd.
   
  By: /s/ Glenn W. Welling
    Name: Glenn W. Welling
    Title: Director

 

 

  Engaged Capital, LLC         
   
  By: /s/ Glenn W. Welling
    Name: Glenn W. Welling

 

 

  Title: Founder and Chief Investment Officer

 

 

  Engaged Capital Holdings, LLC         
   
  By: /s/ Glenn W. Welling
    Name: Glenn W. Welling
    Title: Sole Member

 

 

  /s/ Glenn W. Welling
  Glenn W. Welling

 

18

SCHEDULE A

Directors and Officers of Engaged Capital Flagship Fund, Ltd.

Name and Position Principal Occupation Principal Business Address Citizenship
       

Glenn W. Welling 

Director*

 

     

Mark John Cook 

Director

Company Director 3rd Floor, Harbour Centre
George Town, Grand Cayman
Cayman Islands
Australia
       

Mark Victor Murray

Director

Company Director

2F Landmark Square

64 Earth Close

Seven Mile Beach

Grand Cayman

Cayman Islands

United Kingdom & British Overseas Territory Citizen (Cayman Islands)

*Mr. Welling is a Reporting Person and, as such, the information with respect to Mr. Welling called for by the Schedule 13D is set forth therein.

 

SCHEDULE B

Transactions in Securities of the Issuer During the Past 60 Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Security($)

Date of

Purchase/Sale

 

Engaged Capital Flagship Master Fund, LP

 

Purchase of Common Stock 7,900 104.5070 09/17/2019
Purchase of Common Stock 36,450 106.1334 09/19/2019
Purchase of Common Stock 22,190 105.7000 09/20/2019
Purchase of Common Stock 1,975 105.0554 09/24/2019
Purchase of Common Stock 9,425 105.8492 09/25/2019
Purchase of Common Stock 22,910 99.6539 09/26/2019
Purchase of Common Stock 3,025 102.9877 10/01/2019
Purchase of Common Stock 25,075 100.7358 10/02/2019
Purchase of Common Stock 4,534 97.9918 10/03/2019
Purchase of Common Stock 10,700 99.7282 10/08/2019
Purchase of Common Stock 7,646 96.0369 10/10/2019
Sale of Common Stock (522,434) 100.7000 10/18/2019
Purchase of Cash-Settled Total Return Swap 522,434 100.7000 10/18/2019
Purchase of Common Stock 23,318 71.0733 11/07/2019
Purchase of Common Stock 1,600 73.4790 11/08/2019
Purchase of Common Stock 10,943 74.1929 11/08/2019
Purchase of Common Stock 15,430 80.1369 11/11/2019
Purchase of Common Stock 51,527 80.4697 11/11/2019
Purchase of Common Stock 31,566 79.3483 11/12/2019
Purchase of Common Stock 26,049 78.1914 11/12/2019
Purchase of Common Stock 333 78.0725 11/12/2019
Purchase of Common Stock 39,303 79.1277 11/13/2019
Purchase of Common Stock 12,491 79.9785 11/13/2019
Purchase of Common Stock 5,329 80.2481 11/13/2019
Purchase of Common Stock 4,853 80.0097 11/13/2019
Purchase of Common Stock 37,321 77.5473 11/14/2019
Purchase of Common Stock 27,091 77.8622 11/15/2019
Purchase of Cash-Settled Total Return Swap 12,800 77.8603 11/15/2019

  

Engaged Capital Co-Invest X, LP

 

Purchase of Common Stock 25,585 106.2368 10/23/2019
Purchase of Common Stock 4,087 107.0000 10/23/2019
Purchase of Common Stock 19,425 106.1802 10/23/2019
Purchase of Common Stock 3,924 106.3174 10/23/2019
Purchase of Common Stock 10,000 106.6150 10/24/2019
Purchase of Common Stock 3,265 106.9220 10/24/2019
Purchase of Common Stock 34,013 107.2639 10/24/2019
Purchase of Common Stock 5,000 108.2344 10/25/2019
Purchase of Common Stock 2,100 107.8379 10/25/2019
Purchase of Common Stock 3,109 109.3890 11/01/2019
Purchase of Common Stock 247 109.2630 11/01/2019
Purchase of Common Stock 49 111.5100 11/01/2019

 

 

Purchase of Common Stock 10,765 108.9098 11/01/2019
Purchase of Common Stock 12,303 110.1491 11/01/2019
Purchase of Common Stock 4,746 110.4957 11/04/2019
Purchase of Common Stock 4,488 109.8142 11/04/2019
Purchase of Common Stock 1,250 112.2456 11/05/2019
Purchase of Common Stock 1,734 111.7409 11/05/2019
Purchase of Common Stock 25,836 71.0733 11/07/2019
Purchase of Common Stock 2,835 73.4790 11/08/2019
Purchase of Common Stock 12,131 74.1929 11/08/2019
Purchase of Common Stock 17,180 80.1369 11/11/2019
Purchase of Common Stock 57,368 80.4697 11/11/2019
Purchase of Common Stock 2,234 78.1914 11/12/2019
Purchase of Common Stock 29 78.0725 11/12/2019
Purchase of Common Stock 2,707 79.3483 11/12/2019
Purchase of Common Stock 3,370 79.1277 11/13/2019
Purchase of Common Stock 416 80.0097 11/13/2019
Purchase of Common Stock 457 80.2481 11/13/2019
Purchase of Common Stock 1,071 79.9785 11/13/2019
Purchase of Common Stock 3,200 77.5473 11/14/2019
Purchase of Common Stock 2,244 77.8622 11/15/2019

 

Engaged Capital Co-Invest X-A, LP

 

Purchase of Common Stock 48,564 109.3448 10/28/2019
Purchase of Common Stock 1,714 110.5867 10/28/2019
Purchase of Common Stock 6,916 110.3226 10/29/2019
Purchase of Common Stock 15,815 108.6882 10/29/2019
Purchase of Common Stock 200 108.9125 10/29/2019
Purchase of Common Stock 1,500 110.6593 10/30/2019
Purchase of Common Stock 5,817 109.9734 10/30/2019
Purchase of Common Stock 11,115 110.6449 10/31/2019
Purchase of Common Stock 20,362 110.5930 10/31/2019
Purchase of Common Stock 500 111.6750 10/31/2019
Purchase of Common Stock 400 111.2038 10/31/2019
Purchase of Common Stock 37,566 110.1491 11/01/2019
Purchase of Common Stock 9,491 109.3890 11/01/2019
Purchase of Common Stock 753 109.2630 11/01/2019
Purchase of Common Stock 151 111.5100 11/01/2019
Purchase of Common Stock 32,870 108.9098 11/01/2019
Purchase of Common Stock 11,303 109.8142 11/04/2019
Purchase of Common Stock 11,954 110.4957 11/04/2019
Purchase of Common Stock 4,366 111.7409 11/05/2019
Purchase of Common Stock 41,205 112.0834 11/05/2019
Purchase of Common Stock 30,905 112.2456 11/05/2019
Purchase of Common Stock 25,000 112.6870 11/05/2019
Purchase of Common Stock 900 109.4400 11/06/2019
Purchase of Common Stock 42,895 108.1916 11/06/2019
Purchase of Common Stock 100,892 71.0733 11/07/2019

 

  

Engaged Capital Opportunities Fund, LP

 

Purchase of Common Stock 9,398 101.8289 10/21/2019
Purchase of Common Stock 31,700 101.8627 10/21/2019
Purchase of Common Stock 6,657 105.3843 10/22/2019
Purchase of Common Stock 400 102.8125 10/22/2019
Purchase of Common Stock 6,210 103.9573 10/22/2019
Purchase of Common Stock 5,715 106.2368 10/23/2019
Purchase of Common Stock 876 106.3174 10/23/2019
Purchase of Common Stock 4,339 106.1802 10/23/2019
Purchase of Common Stock 913 107.0000 10/23/2019
Purchase of Common Stock 7,889 71.0733 11/07/2019
Purchase of Common Stock 865 73.4790 11/08/2019
Purchase of Common Stock 3,705 74.1929 11/08/2019
Purchase of Common Stock 17,519 80.4697 11/11/2019
Purchase of Common Stock 5,246 80.1369 11/11/2019
Purchase of Common Stock 8 78.0725 11/12/2019
Purchase of Common Stock 825 79.3483 11/12/2019
Purchase of Common Stock 681 78.1914 11/12/2019
Purchase of Common Stock 127 80.0097 11/13/2019
Purchase of Common Stock 140 80.2481 11/13/2019
Purchase of Common Stock 326 79.9785 11/13/2019
Purchase of Common Stock 1,029 79.1277 11/13/2019
Purchase of Common Stock 977 77.5473 11/14/2019
Purchase of Common Stock 689 77.8622 11/15/2019

  

Engaged Capital, LLC

(Through the Engaged Capital Account)

 

Purchase of Common Stock 700 104.5070 09/17/2019
Purchase of Common Stock 3,050 106.1334 09/19/2019
Purchase of Common Stock 1,907 105.7000 09/20/2019
Purchase of Common Stock 210 105.0554 09/24/2019
Purchase of Common Stock 664 105.8492 09/25/2019
Purchase of Common Stock 2,090 99.6539 09/26/2019
Purchase of Common Stock 113 102.9877 10/01/2019
Purchase of Common Stock 2,625 100.7358 10/02/2019
Purchase of Common Stock 397 97.9918 10/03/2019
Purchase of Common Stock 1,000 99.7282 10/08/2019
Purchase of Common Stock 354 96.0369 10/10/2019
Sale of Common Stock (45,458) 102.8800 10/17/2019
Purchase of Cash-Settled Total Return Swap 45,458 102.8800 10/17/2019
Purchase of Common Stock 2,065 71.0733 11/07/2019
Purchase of Common Stock 1,185 73.4790 11/08/2019
Purchase of Common Stock 974 74.1929 11/08/2019
Purchase of Common Stock 4,584 80.4697 11/11/2019
Purchase of Common Stock 1,374 80.1369 11/11/2019
Purchase of Common Stock 2,318 78.1914 11/12/2019
Purchase of Common Stock 2,809 79.3483 11/12/2019
Purchase of Common Stock 30 78.0725 11/12/2019
Purchase of Common Stock 3,498 79.1277 11/13/2019
Purchase of Common Stock 1,112 79.9785 11/13/2019
Purchase of Common Stock 432 80.0097 11/13/2019
Purchase of Common Stock 474 80.2481 11/13/2019
Purchase of Common Stock 3,321 77.5473 11/14/2019
Purchase of Common Stock 2,390 77.8622 11/15/2019