Filing Details

Accession Number:
0000921895-20-002298
Form Type:
13D Filing
Publication Date:
2020-08-20 16:06:07
Filed By:
Engaged Capital
Company:
Evolent Health Inc. (NYSE:EVH)
Filing Date:
2020-08-20
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 4,657,288 4,657,288 4,657,288 5.44%
Engaged Capital Co-Invest XI 2,843,591 2,843,591 2,843,591 3.32%
Engaged Capital Special Situation Fund 659,961 659,961 659,961 Less than 1%
Engaged Capital Flagship Fund 4,657,288 4,657,288 4,657,288 5.44%
Engaged Capital Flagship Fund, Ltd 4,657,288 4,657,288 4,657,288 5.44%
Engaged Capital 8,553,155 8,553,155 8,553,155 9.99%
Engaged Capital Holdings 8,553,155 8,553,155 8,553,155 9.99%
Glenn W. Welling 8,553,155 8,553,155 8,553,155 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

Evolent Health, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

30050B101

(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)

 

August 11, 2020

(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         4,657,288  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,657,288  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,657,288  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.44%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2
  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Co-Invest XI, 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         2,843,591  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,843,591  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,843,591  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.32%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

 

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Special Situation 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         659,961  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          659,961  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        659,961  
  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  

  

4

 

  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         4,657,288  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,657,288  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,657,288  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.44%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

 

  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         4,657,288  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,657,288  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,657,288  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.44%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

6

 

  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         8,553,155  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,553,155  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,553,155  
  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  

  

7

 

  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         8,553,155  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,553,155  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,553,155  
  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  
         
        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         8,553,155  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,553,155  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,553,155  
  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  

  

9

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

 

Item 1.Security and Issuer.

 

This statement relates to the Class A common stock, par value $0.01 per share (the “Shares”), of Evolent Health, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 800 N. Glebe Road, Suite 500, Arlington, Virginia 22203.

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 XI, LP, a Delaware limited partnership (“Engaged Capital Co-Invest XI”), with respect to the Shares directly and beneficially owned by it;
(iii)Engaged Capital Special Situation Fund, LP, a Delaware limited partnership (“Engaged Capital Special Situation”), with respect to the Shares directly and beneficially owned by it;
(iv)Engaged Capital Flagship Fund, LP (“Engaged Capital Fund”), a Delaware limited partnership, as a feeder fund of Engaged Capital Flagship Master;
(v)Engaged Capital Flagship Fund, Ltd. (“Engaged Capital Offshore”), a Cayman Islands exempted company, as a feeder fund of Engaged Capital Flagship Master;
(vi)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 XI and Engaged Capital Special Situation and the investment adviser of a certain managed account (the “Engaged Capital Account”);
(vii)Engaged Capital Holdings, LLC, a Delaware limited liability company (“Engaged Holdings”), as the managing member of Engaged Capital; and
(viii)Glenn W. Welling, as the Founder and Chief Investment Officer (“CIO”) of Engaged Capital and the sole member of Engaged Holdings.
10

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 XI, Engaged Capital Special Situation, 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 XI and Engaged Capital Special Situation 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 XI, Engaged Capital Special Situation, 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 XI, Engaged Capital Special Situation 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 XI, Engaged Capital Special Situation, 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.

11
Item 3.Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Engaged Capital Flagship Master, Engaged Capital Co-Invest XI and Engaged Capital Special Situation 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 4,657,288 Shares beneficially owned by Engaged Capital Flagship Master is approximately $58,284,225, including brokerage commissions. The aggregate purchase price of the 2,843,591 Shares beneficially owned by Engaged Capital Co-Invest XI is approximately $37,746,393, including brokerage commissions. The aggregate purchase price of the 659,961 Shares beneficially owned by Engaged Capital Special Situation is approximately $8,218,241, including brokerage commissions. The aggregate purchase price of the 392,315 Shares held in the Engaged Capital Account is approximately $4,909,025, 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. 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.

 

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 of directors (the “Board”) regarding potential steps to unlock the intrinsic value of the Issuer’s core business, including, but not limited to, improving capital allocation, divesting non-core assets and/or exploring a sale of the entire company.

 

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. 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 stockholders of the Issuer or third parties, including potential acquirers and service providers 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, 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.

 

12
Item 5.Interest in Securities of the Issuer.

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 85,617,165 Shares outstanding as of August 1, 2020, 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 August 10, 2020.

As of the date hereof, Engaged Capital Flagship Master beneficially owned 4,657,288 Shares, constituting approximately 5.44% 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 4,657,288 Shares owned by Engaged Capital Flagship Master, constituting approximately 5.44% of the Shares outstanding.

As of the date hereof, Engaged Capital Co-Invest XI beneficially owned 2,843,591 Shares, constituting approximately 3.32% of the Shares outstanding.

As of the date hereof, Engaged Capital Special Situation beneficially owned 659,961 Shares, constituting less than 1% of the Shares outstanding.

As of the date hereof, 392,315 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 XI and Engaged Capital Special Situation and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 8,553,155 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest XI and Engaged Capital Special Situation 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 8,553,155 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest XI and Engaged Capital Special Situation 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 8,553,155 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest XI and Engaged Capital Special Situation 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.

13

(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 XI, 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 XI.

By virtue of their respective positions with Engaged Capital Special Situation, 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 Special Situation.

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 therein.

(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.

On August 20, 2020, 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.

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 August 20, 2020.
14

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: August 20, 2020

 

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

 

 

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

 

  Title: Founder and Chief Investment Officer

 

 

15
  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

 

16

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 48,436 10.6646 07/27/2020
Purchase of Common Stock 15,341 10.6352 07/27/2020
Purchase of Common Stock 118,862 10.9535 07/27/2020
Purchase of Common Stock 26,906 10.6252 07/27/2020
Purchase of Common Stock 137,114 11.0514 07/28/2020
Purchase of Common Stock 17,130 11.0100 07/28/2020
Purchase of Common Stock 62,026 10.9950 07/28/2020
Purchase of Common Stock 20,354 11.0315 07/28/2020
Purchase of Common Stock 60,856 10.9988 07/29/2020
Purchase of Common Stock 189,802 11.2608 07/29/2020
Purchase of Common Stock 7,353 11.0614 07/29/2020
Purchase of Common Stock 141,400 11.5704 07/30/2020
Purchase of Common Stock 10,181 11.4278 07/30/2020
Purchase of Common Stock 53,350 11.5154 07/30/2020
Purchase of Common Stock 39,071 11.3974 07/30/2020
Purchase of Common Stock 30,352 11.4224 07/31/2020
Purchase of Common Stock 138,669 11.3843 07/31/2020
Purchase of Common Stock 92,784 11.5455 07/31/2020
Purchase of Common Stock 8,080 11.4350 07/31/2020
Purchase of Common Stock 35,552 11.7951 08/03/2020
Purchase of Common Stock 7,030 11.7850 08/03/2020
Purchase of Common Stock 2,990 11.7612 08/03/2020
Purchase of Common Stock 69,588 11.9510 08/03/2020
Purchase of Common Stock 169,680 11.9310 08/03/2020
Purchase of Common Stock 170,102 12.4653 08/04/2020
Purchase of Common Stock 161,600 12.1124 08/04/2020
Purchase of Common Stock 323,362 12.6369 08/04/2020
Purchase of Common Stock 60,600 12.6960 08/05/2020
Purchase of Common Stock 32,320 12.7208 08/05/2020
Purchase of Common Stock 269,333 12.9368 08/05/2020
Purchase of Common Stock 82,739 12.9134 08/05/2020
Purchase of Common Stock 102,616 12.9807 08/05/2020
Purchase of Common Stock 22,151 12.8011 08/05/2020
Purchase of Common Stock 45,637 13.2166 08/06/2020
Purchase of Common Stock 152,205 13.2940 08/06/2020
Purchase of Common Stock 242 13.1150 08/06/2020
Purchase of Common Stock 38,001 13.0692 08/06/2020
Purchase of Common Stock 256,168 12.9378 08/07/2020
Purchase of Common Stock 222,125 13.1202 08/10/2020
Purchase of Common Stock 111,380 13.3473 08/11/2020
Purchase of Common Stock 113,782 13.5163 08/12/2020
Purchase of Common Stock 137,248 13.9319 08/13/2020
Purchase of Common Stock 236,599 12.6098 08/14/2020
Purchase of Common Stock 112,450 13.0147 08/17/2020
Purchase of Common Stock 92,659 13.4952 08/18/2020
Purchase of Common Stock 411,062

13.5790

08/19/2020

 

Engaged Capital Co-Invest XI, LP

 

Purchase of Common Stock 449,985 13.3473 08/11/2020
Purchase of Common Stock 372,105 13.5163 08/12/2020
Purchase of Common Stock 448,848 13.9319 08/13/2020
Purchase of Common Stock 773,760 12.6098 08/14/2020
Purchase of Common Stock 367,750 13.0147 08/17/2020
Purchase of Common Stock 303,026 13.4952 08/18/2020
Purchase of Common Stock 128,117 13.5790 08/19/2020

 

Engaged Capital Special Situation Fund, LP

 

Purchase of Common Stock 7,421 10.6646 07/27/2020
Purchase of Common Stock 18,212 10.9535 07/27/2020
Purchase of Common Stock 2,350 10.6352 07/27/2020
Purchase of Common Stock 4,123 10.6252 07/27/2020
Purchase of Common Stock 21,009 11.0514 07/28/2020
Purchase of Common Stock 3,119 11.0315 07/28/2020
Purchase of Common Stock 9,504 10.9950 07/28/2020
Purchase of Common Stock 2,624 11.0100 07/28/2020
Purchase of Common Stock 29,081 11.2608 07/29/2020
Purchase of Common Stock 9,324 10.9988 07/29/2020
Purchase of Common Stock 1,126 11.0614 07/29/2020
Purchase of Common Stock 21,665 11.5704 07/30/2020
Purchase of Common Stock 1,560 11.4278 07/30/2020
Purchase of Common Stock 5,986 11.3974 07/30/2020
Purchase of Common Stock 8,174 11.5154 07/30/2020
Purchase of Common Stock 1,238 11.4350 07/31/2020
Purchase of Common Stock 21,247 11.3843 07/31/2020
Purchase of Common Stock 14,216 11.5455 07/31/2020
Purchase of Common Stock 4,650 11.4224 07/31/2020
Purchase of Common Stock 10,662 11.9510 08/03/2020
Purchase of Common Stock 5,447 11.7951 08/03/2020
Purchase of Common Stock 458 11.7612 08/03/2020
Purchase of Common Stock 25,998 11.9310 08/03/2020
Purchase of Common Stock 1,077 11.7850 08/03/2020
Purchase of Common Stock 26,062 12.4653 08/04/2020
Purchase of Common Stock 49,544 12.6369 08/04/2020
Purchase of Common Stock 24,760 12.1124 08/04/2020
Purchase of Common Stock 15,723 12.9807 08/05/2020
Purchase of Common Stock 4,952 12.7208 08/05/2020
Purchase of Common Stock 12,677 12.9134 08/05/2020
Purchase of Common Stock 9,285 12.6960 08/05/2020
Purchase of Common Stock 41,267 12.9368 08/05/2020
Purchase of Common Stock 3,394 12.8011 08/05/2020
Purchase of Common Stock 6,992 13.2166 08/06/2020
Purchase of Common Stock 38 13.1150 08/06/2020
Purchase of Common Stock 23,320 13.2940 08/06/2020
Purchase of Common Stock 5,822 13.0692 08/06/2020
Purchase of Common Stock 39,249 12.9378 08/07/2020
Purchase of Common Stock 34,033 13.1202 08/10/2020
Purchase of Common Stock 9,161 13.3473 08/11/2020
Purchase of Common Stock 10,523 13.5163 08/12/2020
Purchase of Common Stock 12,693 13.9319 08/13/2020
Purchase of Common Stock 21,882 12.6098 08/14/2020
Purchase of Common Stock 10,400 13.0147 08/17/2020
Purchase of Common Stock 8,569 13.4952 08/18/2020
Purchase of Common Stock 59,344 13.5790 08/19/2020

 

Engaged Capital, LLC

(Through the Engaged Capital Account)

 

Purchase of Common Stock 1,295 10.6352 07/27/2020
Purchase of Common Stock 10,033 10.9535 07/27/2020
Purchase of Common Stock 2,271 10.6252 07/27/2020
Purchase of Common Stock 4,088 10.6646 07/27/2020
Purchase of Common Stock 1,718 11.0315 07/28/2020
Purchase of Common Stock 11,573 11.0514 07/28/2020
Purchase of Common Stock 1,446 11.0100 07/28/2020
Purchase of Common Stock 5,235 10.9950 07/28/2020
Purchase of Common Stock 16,020 11.2608 07/29/2020
Purchase of Common Stock 621 11.0614 07/29/2020
Purchase of Common Stock 5,137 10.9988 07/29/2020
Purchase of Common Stock 11,935 11.5704 07/30/2020
Purchase of Common Stock 3,298 11.3974 07/30/2020
Purchase of Common Stock 859 11.4278 07/30/2020
Purchase of Common Stock 4,503 11.5154 07/30/2020
Purchase of Common Stock 7,832 11.5455 07/31/2020
Purchase of Common Stock 11,704 11.3843 07/31/2020
Purchase of Common Stock 682 11.4350 07/31/2020
Purchase of Common Stock 2,562 11.4224 07/31/2020
Purchase of Common Stock 14,322 11.9310 08/03/2020
Purchase of Common Stock 5,874 11.9510 08/03/2020
Purchase of Common Stock 593 11.7850 08/03/2020
Purchase of Common Stock 252 11.7612 08/03/2020
Purchase of Common Stock 3,001 11.7951 08/03/2020
Purchase of Common Stock 13,640 12.1124 08/04/2020
Purchase of Common Stock 27,294 12.6369 08/04/2020
Purchase of Common Stock 14,358 12.4653 08/04/2020
Purchase of Common Stock 22,733 12.9368 08/05/2020
Purchase of Common Stock 8,661 12.9807 08/05/2020
Purchase of Common Stock 6,984 12.9134 08/05/2020
Purchase of Common Stock 2,728 12.7208 08/05/2020
Purchase of Common Stock 1,870 12.8011 08/05/2020
Purchase of Common Stock 5,115 12.6960 08/05/2020
Purchase of Common Stock 12,847 13.2940 08/06/2020
Purchase of Common Stock 3,208 13.0692 08/06/2020
Purchase of Common Stock 3,852 13.2166 08/06/2020
Purchase of Common Stock 20 13.1150 08/06/2020
Purchase of Common Stock 21,622 12.9378 08/07/2020
Purchase of Common Stock 18,749 13.1202 08/10/2020
Purchase of Common Stock 9,277 13.3473 08/11/2020
Purchase of Common Stock 9,511 13.5163 08/12/2020
Purchase of Common Stock 11,473 13.9319 08/13/2020
Purchase of Common Stock 19,778 12.6098 08/14/2020
Purchase of Common Stock 9,400 13.0147 08/17/2020
Purchase of Common Stock 7,746 13.4952 08/18/2020
Purchase of Common Stock 34,595 13.5790

08/19/2020