1
|
NAME OF REPORTING PERSON
Marathon Partners L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
New York
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
1,245,000
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
1,245,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,245,000*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Marathon Focus Fund L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
179,200
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
179,200
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,200*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Marathon Partners 4x6 Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
627,500
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
627,500
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,500*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Cibelli Research & Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
806,700
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
806,700
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
806,700*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Marathon Partners Equity Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,051,700
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,051,700
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,051,700*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
Mario D. Cibelli
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF, AF
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
4,800
|
|
8
|
SHARED VOTING POWER
2,051,700
|
||
9
|
SOLE DISPOSITIVE POWER
4,800
|
||
10
|
SHARED DISPOSITIVE POWER
2,051,700
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,500*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Marwan Fawaz
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Thomas D. Hughes
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Marathon Partners L.P., a New York limited partnership (“Partners LP”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Marathon Focus Fund L.P., a Delaware limited partnership (“Focus Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Marathon Partners 4x6 Fund, L.P., a Delaware limited partnership (“4x6 Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Cibelli Research & Management, LLC, a Delaware limited liability company (“Cibelli Research”), as the general partner of each of Focus Fund and 4x6 Fund;
|
|
(v)
|
Marathon Partners Equity Management, LLC, a Delaware limited liability company (“Marathon Partners”), as the investment manager of each of Partners LP, Focus Fund and 4x6 Fund and the general partner of Partners LP;
|
|
(vi)
|
Mario D. Cibelli, as managing member of each of Cibelli Research and Marathon Partners and as a nominee for election to the Board of Directors of the Issuer (the “Board”);
|
|
(vii)
|
Marwan Fawaz, as a nominee for election to the Board; and
|
|
(viii)
|
Thomas D. Hughes, as a nominee for election to the Board.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Partners LP
|
|
(a)
|
As of the close of business on February 26, 2015, Partners LP beneficially owned 1,245,000 Shares, including 120,000 Shares underlying certain call options.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,245,000
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,245,000
|
|
(c)
|
The transactions in the Shares by Partners LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Focus Fund
|
|
(a)
|
As of the close of business on February 26, 2015, Focus Fund beneficially owned 179,200 Shares, including 29,200 Shares underlying certain call options.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 179,200
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 179,200
|
|
(c)
|
The transactions in the Shares by Focus Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
4x6 Fund
|
|
(a)
|
As of the close of business on February 26, 2015, 4x6 Fund beneficially owned 627,500 Shares, including 27,500 Shares underlying certain call options.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 627,500
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 627,500
|
|
(c)
|
The transactions in the Shares by 4x6 Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Cibelli Research
|
|
(a)
|
Cibelli Research, as the general partner of each of Focus Fund and 4x6 Fund, may be deemed the beneficial owner of the (i) 179,200 Shares owned by Focus Fund and (ii) 627,500 Shares owned by 4x6 Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 806,700
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 806,700
|
|
(c)
|
Cibelli Research has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Focus Fund and 4x6 Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Marathon Partners
|
|
(a)
|
Marathon Partners, as the investment manager of each of Partners LP, Focus Fund and 4x6 Fund and the general partner of Partners LP, may be deemed the beneficial owner of the (i) 1,245,000 Shares owned by Partners LP; (ii) 179,200 Shares owned by Focus Fund and (iii) 627,500 Shares owned by 4x6 Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,051,700
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,051,700
|
|
(c)
|
Marathon Partners has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Partners LP, Focus Fund and 4x6 Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Mr. Cibelli
|
|
(a)
|
As of the close of business on February 26, 2015, 4,800 Shares were held in Mr. Cibelli’s personal accounts and in the accounts of his family members. Mr. Cibelli, as the managing member of each of Cibelli Research and Marathon Partners, may be deemed the beneficial owner of the (i) 1,245,000 Shares owned by Partners LP; (ii) 179,200 Shares owned by Focus Fund and (iii) 627,500 Shares owned by 4x6 Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,800
|
|
2. Shared power to vote or direct vote: 2,051,700
|
|
3. Sole power to dispose or direct the disposition: 4,800
|
|
4. Shared power to dispose or direct the disposition: 2,051,700
|
|
(c)
|
Mr. Cibelli has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Partners LP, Focus Fund and 4x6 Fund, during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
Messrs. Fawaz and Hughes
|
|
(a)
|
As of the close of business on February 26, 2015, Messrs. Fawaz and Hughes did not own any Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Neither of Messrs. Fawaz and Hughes has entered into any transactions in the Shares during the past sixty days.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter to the Chairman and Board of Directors, dated February 26, 2015.
|
|
99.2
|
Joint Filing and Solicitation Agreement by and between Marathon Partners Equity Management, LLC, Marathon Partners L.P., Marathon Focus Fund L.P., Marathon Partners 4x6 Fund, L.P., Cibelli Research & Management, LLC, Mario D. Cibelli, Thomas D. Hughes and Marwan Fawaz, dated February 26, 2015.
|
|
99.3
|
Form of Indemnification Letter Agreement.
|
|
99.4
|
Form of Compensation Letter Agreement.
|
|
99.5
|
Powers of Attorney.
|
Marathon Partners L.P
|
|||
By:
|
Marathon Partners Equity Management, LLC,
its General Partner
|
||
By:
|
/s/ Mario D. Cibelli
|
||
Name:
|
Mario D. Cibelli
|
||
Title:
|
Managing Member
|
Marathon Focus Fund L.P.
|
|||
By:
|
Cibelli Research & Management, LLC,
its General Partner
|
||
By:
|
/s/ Mario D. Cibelli
|
||
Name:
|
Mario D. Cibelli
|
||
Title:
|
Managing Member
|
Marathon Partners 4x6 Fund, L.P.
|
|||
By:
|
Cibelli Research & Management, LLC,
its General Partner
|
||
By:
|
/s/ Mario D. Cibelli
|
||
Name:
|
Mario D. Cibelli
|
||
Title:
|
Managing Member
|
Cibelli Research & Management, LLC
|
|||
By:
|
/s/ Mario D. Cibelli
|
||
Name:
|
Mario D. Cibelli
|
||
Title:
|
Managing Member
|
Marathon Partners Equity Management, LLC
|
|||
By:
|
/s/ Mario D. Cibelli
|
||
Name:
|
Mario D. Cibelli
|
||
Title:
|
Managing Member
|
/s/ Mario D. Cibelli
|
|
MARIO D. CIBELLI, Individually and as Attorney-in-Fact for Marwan Fawaz and Thomas D. Hughes
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase / Sale
|
Purchase of June 2015 Call Option
($40 Strike Price)
|
150
|
5.3400
|
01/05/2015
|
Sale of June 2015 Call Option
($45 Strike Price)*
|
(150)
|
3.0533
|
01/05/2015
|
Purchase of June 2015 Call Option
($40 Strike Price)
|
250
|
4.8652
|
01/06/2015
|
Sale of June 2015 Call Option
($45 Strike Price)*
|
(250)
|
2.6704
|
01/06/2015
|
Sale of January 2015 Call Option
($40 Strike Price)
|
(250)
|
0.9552
|
01/07/2015
|
Sale of June 2015 Call Option
($45 Strike Price)*
|
(150)
|
2.6183
|
01/07/2015
|
Purchase of June 2015 Call Option
($40 Strike Price)
|
150
|
4.7233
|
01/07/2015
|
Purchase of January 2015 Call Option
($45 Strike Price)**
|
250
|
0.0898
|
01/07/2015
|
Purchase of June 2015 Call Option
($40 Strike Price)
|
50
|
4.4600
|
01/08/2015
|
Purchase of January 2015 Call Option
($45 Strike Price)**
|
500
|
0.1594
|
01/08/2015
|
Sale of June 2015 Call Option
($45 Strike Price)*
|
(50)
|
2.3850
|
01/08/2015
|
Sale of January 2015 Call Option
($40 Strike Price)
|
(500)
|
1.1032
|
01/08/2015
|
Purchase of January 2015 Call Option
($45 Strike Price)**
|
200
|
0.1325
|
01/09/2015
|
Sale of January 2015 Call Option
($40 Strike Price)
|
(200)
|
1.8575
|
01/09/2015
|
Sale of January 2015 Call Option
($40 Strike Price)
|
(300)
|
1.6633
|
01/12/2015
|
Purchase of January 2015 Call Option
($45 Strike Price)**
|
300
|
0.0967
|
01/12/2015
|
Sale of January 2015 Call Option
($40 Strike Price)
|
(496)
|
2.7563
|
01/13/2015
|
Purchase of January 2015 Call Option
($45 Strike Price)**
|
500
|
0.1341
|
01/13/2015
|
Sale of January 2015 Call Option
($40 Strike Price)*
|
(4)
|
2.7563
|
01/13/2015
|
Sale of January 2015 Call Option
($40 Strike Price)
|
(500)
|
2.8141
|
01/14/2015
|
Purchase of June 2015 Call Option
($40 Strike Price)
|
150
|
5.9693
|
01/14/2015
|
Sale of June 2015 Call Option
($45 Strike Price)*
|
(150)
|
3.3950
|
01/14/2015
|
Sale of Common Stock#
|
(400)
|
40.0000
|
01/14/2015
|
Purchase of January 2015 Call Option
($45 Strike Price)**
|
500
|
0.2680
|
01/14/2015
|
Purchase of Common Stock##
|
400
|
40.0000
|
01/14/2015
|
Purchase of March 2015 Call Option
($45 Strike Price)
|
106
|
2.1000
|
01/28/2015
|
Purchase of March 2015 Call Option
($50 Strike Price)
|
87
|
0.6500
|
01/28/2015
|
Purchase of March 2015 Call Option
($50 Strike Price)
|
7
|
0.6000
|
01/29/2015
|
Purchase of June 2015 Call Option
($40 Strike Price)
|
100
|
5.9693
|
01/14/2015
|
Sale of June 2015 Call Option
($45 Strike Price)*
|
(100)
|
3.3950
|
01/14/2015
|
Sale of June 2015 Call Option
($45 Strike Price)*
|
(150)
|
3.5365
|
01/15/2015
|
Purchase of June 2015 Call Option
($40 Strike Price)
|
150
|
6.1585
|
01/15/2015
|
Sale of June 2015 Call Option
($45 Strike Price)*
|
(25)
|
3.7200
|
01/22/2015
|
Purchase of June 2015 Call Option
($40 Strike Price)
|
25
|
6.5200
|
01/22/2015
|
Purchase of March 2015 Call Option
($50 Strike Price)
|
17
|
0.6500
|
01/28/2015
|
Purchase of June 2015 Call Option
($40 Strike Price)
|
100
|
5.9693
|
01/14/2015
|
Sale of June 2015 Call Option
($45 Strike Price)*
|
(100)
|
3.3950
|
01/14/2015
|
Purchase of June 2015 Call Option
($40 Strike Price)
|
150
|
6.1585
|
01/15/2015
|
Sale of June 2015 Call Option
($45 Strike Price)*
|
(150)
|
3.5365
|
01/15/2015
|
Purchase of June 2015 Call Option
($40 Strike Price)
|
25
|
6.5200
|
01/22/2015
|
Sale of June 2015 Call Option
($45 Strike Price)*
|
(25)
|
3.7200
|
01/22/2015
|
Purchase of Common Stock
|
20,000
|
45.8889
|
02/20/2015
|
Marathon Partners Equity Management, LLC
One Grand Central Place
60 East 42nd Street, Suite 2306
New York, New York 10165
|
Cc:
|
Board of Directors
|
|
·
|
lack of incentives encouraging long-term stock ownership by executives;
|
|
·
|
excessive awards based upon revenue and EBITDA growth as opposed to metrics that more directly increase stockholder value, such as free cash flow per share and earnings per share; and
|
|
·
|
lack of accountability for the results of acquisitions and investments.
|
Thank you,
|
/s/ Mario Cibelli
|
Mario Cibelli
|
Managing Member
|
Marathon Partners Equity Management, LLC
|
MARATHON PARTNERS EQUITY MANAGEMENT, LLC
|
||
By:
|
/s/ Mario D. Cibelli
|
|
Name:
|
Mario D. Cibelli
|
|
Title:
|
Managing Member
|
MARATHON PARTNERS L.P.
By: Marathon Partners Equity Management, LLC,
its General Partner
|
||
By:
|
/s/ Mario D. Cibelli
|
|
Name:
|
Mario D. Cibelli
|
|
Title:
|
Managing Member
|
MARATHON FOCUS FUND L.P.
By: Cibelli Research & Management, LLC,
its General Partner
|
||
By:
|
/s/ Mario D. Cibelli
|
|
Name:
|
Mario D. Cibelli
|
|
Title:
|
Managing Member
|
MARATHON PARTNERS 4X6 FUND, L.P.
By: Cibelli Research & Management, LLC,
its General Partner
|
||
By:
|
/s/ Mario D. Cibelli
|
|
Name:
|
Mario D. Cibelli
|
|
Title:
|
Managing Member
|
CIBELLI RESEARCH & MANAGEMENT, LLC
|
||
By:
|
/s/ Mario D. Cibelli
|
|
Name:
|
Mario D. Cibelli
|
|
Title:
|
Managing Member
|
/s/ Mario D. Cibelli
|
|
MARIO D. CIBELLI
|
|
/s/ Thomas D. Hughes
|
|
THOMAS D. HUGHES
|
/s/ Marwan Fawaz
|
|
MARWAN FAWAZ
|
Very truly yours, | |
MARATHON PARTNERS L.P.
By: Marathon Partners Equity Management, LLC,
its General Partner
|
|
By:
|
|
Name:
|
Mario D. Cibelli
|
Title:
|
Managing Member
|
MARATHON PARTNERS L.P.
c/o Marathon Partners Equity Management, LLC
One Grand Central Place
60 East 42nd Street, Suite 2306
New York, New York 10165
|
MARATHON PARTNERS L.P.
By: Marathon Partners Equity Management, LLC,
its General Partner
|
|
By:
|
|
Name:
|
Mario D. Cibelli
|
Title:
|
Managing Member
|
/s/ Marwan Fawaz
|
|
MARWAN FAWAZ
|
/s/ Thomas D. Hughes
|
|
THOMAS D. HUGHES
|