CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
9401 Wilshire Blvd, Suite 705
Beverly Hills, CA 90212
(310) 729-8588
|
DEBRA SMITH
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
100 Waterfront Place, MS 04
West Sacramento, CA 95605
(916) 414-7551
|
1
|
NAME OF REPORTING PERSON
Legion Partners, L.P. I
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
313,143
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
313,143
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
313,143
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Legion Partners Special Opportunities, L.P. I
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
583,204
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
583,204
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,204
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Legion Partners, L.P. II
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
35,252
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
35,252
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,252
|
||
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
Legion Partners, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
931,599
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
931,599
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
931,599
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Legion Partners Asset Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
931,599
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
931,599
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
931,599
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Legion Partners Holdings, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
931,799
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
931,799
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
931,799
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Christopher S. Kiper
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
931,799
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
931,799
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
931,799
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Bradley S. Vizi
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
931,799
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
931,799
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
931,799
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Raymond White
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
931,799
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
931,799
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
931,799
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
California State Teachers’ Retirement System
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
California Government Pension Plan
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
31,913
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
22,110
|
||
10
|
SHARED DISPOSITIVE POWER
9,803
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,913
|
||
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
EP
|
1
|
NAME OF REPORTING PERSON
Robert L. Mettler
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
United States
|
||
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
Darrell Ross
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
United States
|
||
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
Joshua E. Schechter
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
United States
|
||
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)
|
Legion Partners, L.P. I, a Delaware limited partnership (“Legion Partners I”);
|
|
(ii)
|
Legion Partners Special Opportunities, L.P. I, a Delaware limited partnership (“Legion Partners Special I”);
|
|
(iii)
|
Legion Partners, L.P., II, a Delaware limited partnership (“Legion Partners II”);
|
|
(iv)
|
Legion Partners, LLC, a Delaware limited liability company (“Legion Partners LLC”), which serves as the general partner of each of Legion Partners I, Legion Partners Special I and Legion Partners II;
|
|
(v)
|
Legion Partners Asset Management, LLC, a Delaware limited liability company (“Legion Partners Asset Management”), which serves as the investment advisor of each of Legion Partners I,
|
|
(vi)
|
Legion Partners Holdings, LLC, a Delaware limited liability company (“Legion Partners Holdings”), which serves as the sole member of Legion Partners Asset Management and managing member of Legion Partners LLC;
|
|
(vii)
|
Christopher S. Kiper, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings;
|
|
(viii)
|
Bradley S. Vizi, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings;
|
|
(ix)
|
Raymond White, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings;
|
|
(x)
|
California State Teachers’ Retirement System (“CalSTRS”), a California Government Employee Benefit Plan;
|
|
(xi)
|
Robert L. Mettler, as a nominee for election to the Board of Directors of the Issuer (the “Board”);
|
|
(xii)
|
Darrell Ross, as a nominee for election to the Board; and
|
|
(xiii)
|
Joshua E. Schechter, as a nominee for election to the Board and collectively with the other nominees for election to the Board (the “Nominees”).
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Legion Partners I
|
|
(a)
|
As of the close of business on May 7, 2015, Legion Partners I beneficially owned directly 313,143 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 313,143
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 313,143
|
|
(c)
|
Legion Partners I has not entered into any transactions in the Shares since the filing of Amendment No. 2.
|
B.
|
Legion Partners Special I
|
|
(a)
|
As of the close of business on May 7, 2015, Legion Partners Special I beneficially owned directly 583,204 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 583,204
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 583,204
|
|
(c)
|
Legion Partners Special I has not entered into any transactions in the Shares since the filing of Amendment No. 2.
|
C.
|
Legion Partners II
|
|
(a)
|
As of the close of business on May 7, 2015, Legion Partners II beneficially owned directly 35,252 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 35,252
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 35,252
|
|
(c)
|
Legion Partners II has not entered into any transactions in the Shares since the filing of Amendment No. 2.
|
D.
|
Legion Partners LLC
|
|
(a)
|
As the general partner of each of Legion Partners I, Legion Partners Special I, and Legion Partners II, Legion Partners LLC may be deemed the beneficial owner of the (i) 313,143 Shares owned by Legion Partners I, (ii) 583,204 Shares owned by Legion Partners Special I and (iii) 35,252 Shares owned by Legion Partners II.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 931,599
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 931,599
|
|
(c)
|
Legion Partners LLC has not entered into any transactions in the Shares since the filing of Amendment No. 2.
|
E.
|
Legion Partners Asset Management
|
|
(a)
|
Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners Special I, and Legion Partners II may be deemed the beneficial owner of the (i) 313,143 Shares owned by Legion Partners I, (ii) 583,204 Shares owned by Legion Partners Special I and (iii) 35,252 Shares owned by Legion Partners II.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 931,599
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 931,599
|
|
(c)
|
Legion Partners Asset Management has not entered into any transactions in the Shares since the filing of Amendment No. 2.
|
F.
|
Legion Partners Holdings
|
|
(a)
|
As of the close of business on May 7, 2015, Legion Partners Holdings beneficially owns 200 Shares directly. As the sole member of Legion Partners Asset Management and managing member of Legion Partners LLC, Legion Partners Holdings may also be deemed the beneficial owner of the (i) 313,143 Shares owned by Legion Partners I, (ii) 583,204 Shares owned by Legion Partners Special I and (iii) 35,252 Shares owned by Legion Partners II.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 931,799
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 931,799
|
|
(c)
|
Legion Partners Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 2.
|
G.
|
Messrs. Kiper, Vizi and White
|
|
(a)
|
Each of Messrs. Kiper, Vizi and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 313,143 Shares owned by Legion Partners I, (ii) 583,204 Shares owned by Legion Partners Special I, (iii) 35,252 Shares owned by Legion Partners II and 200 Shares owned by Legion Partners Holdings.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 931,799
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 931,799
|
|
(c)
|
None of Messrs. Kiper, Vizi or White has entered into any transactions in the Shares since the filing of Amendment No. 2.
|
H.
|
CalSTRS
|
|
(a)
|
As of the close of business on May 7, 2015, CalSTRS beneficially owned 31,913 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 22,110
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 22,110
|
|
4. Shared power to dispose or direct the disposition: 9,803*
|
|
(c)
|
The transactions in the Shares by CalSTRS since the filing of Amendment No. 2 are set forth in Schedule A and are incorporated herein by reference.
|
I.
|
Messrs. Mettler, Ross and Schechter
|
|
(a)
|
As of the close of business on May 7, 2015, Messrs. Mettler, Ross and Schechter 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)
|
None of Messrs. Mettler, Ross and Schechter has entered into any transactions in the Shares since the filing of Amendment No. 2.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Press release dated May 8, 2015
|
|
99.2
|
Joint Filing and Solicitation Agreement
|
|
99.3
|
Form of Indemnification Agreement
|
|
99.4
|
Powers of Attorney
|
Legion Partners, L.P. I
|
|||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Director
|
Legion Partners Special Opportunities, L.P. I
|
|||
By:
|
Legion Partners Asset Management, LLC
Investment Advisor
|
||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Director
|
Legion Partners, L.P. II
|
|||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Director
|
Legion Partners, LLC
|
|||
By:
|
Legion Partners Holdings, LLC
Managing Member
|
||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Member
|
Legion Partners Asset Management, LLC
|
|||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Director
|
Legion Partners Holdings, LLC
|
|||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Member
|
/s/ Christopher S. Kiper
|
|
Christopher S. Kiper
Individually and as attorney-in-fact for Robert L. Mettler, Darrell Ross and Joshua E. Schechter
|
/s/ Bradley S. Vizi
|
|
Bradley S. Vizi
|
/s/ Raymond White
|
|
Raymond White
|
California State Teachers’ Retirement System
|
|||
By:
|
/s/ Debra Smith | ||
Name:
|
Debra Smith | ||
Title:
|
Chief Operating Investment Officer |
Nature of Transaction
|
Price Per
Share($)
|
Securities
Purchased/(Sold)
|
Date of
Purchase/Sale
|
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
|
|||
Sale of Common Stock
|
23.92
|
(100)
|
04/30/2015
|
Table 1: Total Shareholder Returns (as of July 16, 2014 – one day prior to Legion Partners and CalSTRS initial 13D filing)
|
||||
1-year
|
3-year
|
5-year
|
10-year
|
|
Perry Ellis (PERY)
|
-16.2%
|
-26.4%
|
142.3%
|
18.8%
|
Peer Group
|
16.6%
|
76.1%
|
290.9%
|
508.6%
|
Russell 2000 Index
|
12.3%
|
44.9%
|
135.9%
|
136.8%
|
S&P 500 Index
|
20.7%
|
60.8%
|
134.1%
|
121.6%
|
S&P SmallCap 600 Index
|
14.9%
|
54.4%
|
153.0%
|
163.6%
|
Gross
Margin %
|
EBITDA
Margin %
|
EBIT
Margin %
|
|
Perry Ellis (PERY)
|
34.0%
|
4.5%
|
3.1%
|
Peer Group – Maximum
|
100.0%
|
51.4%
|
49.7%
|
Peer Group – Median
|
49.6%
|
13.8%
|
11.8%
|
Peer Group – Minimum
|
35.8%
|
6.5%
|
3.3%
|
Legion Partners, L.P. I
|
|||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Director
|
Legion Partners Special Opportunities, L.P. I
|
|||
By:
|
Legion Partners Asset Management, LLC
Investment Advisor
|
||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Director
|
Legion Partners, LLC
|
|||
By:
|
Legion Partners Holdings, LLC
Managing Member
|
||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Member
|
Legion Partners Asset Management, LLC
|
|||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Director
|
Legion Partners Holdings, LLC
|
|||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Member
|
/s/ Christopher S. Kiper
|
|
Christopher S. Kiper
|
/s/ Bradley S. Vizi
|
|
Bradley S. Vizi
|
/s/ Raymond White
|
|
Raymond White
|
California State Teachers’ Retirement System
|
|||
By:
|
/s/ Michelle Cunningham | ||
Name:
|
Michelle Cunningham, CFA | ||
Title:
|
Deputy Chief Investment Officer |
/s/ Robert L. Mettler
|
|
Robert L. Mettler
|
/s/ Darrell Ross
|
|
Darrell Ross
|
/s/ Joshua Schechter
|
|
Joshua Schechter
|
|
Re:
|
Perry Ellis International, Inc.
|
Very truly yours,
|
||
LEGION PARTNERS HOLDINGS, LLC
|
||
By:
|
||
Name:
|
Christopher S. Kiper
|
|
Title:
|
Managing Director
|
ACCEPTED AND AGREED:
|
/s/ Robert L. Mettler
|
|
ROBERT L. METTLER
|
/s/ Darrell Ross
|
|
DARRELL ROSS
|
/s/ Joshua E. Schechter
|
|
JOSHUA E. SCHECHTER
|