1
|
NAMES OF REPORTING PERSONS
Mittleman Brothers, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)☐
(b)☒
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
New York
|
|||
7
|
SOLE VOTING POWER
0
|
|||
NUMBER OF
|
8
|
SHARED VOTING POWER
2,835,563 *
|
||
SHARES
|
||||
BENEFICIALLY
|
||||
OWNED BY EACH
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
REPORTING
|
||||
PERSON WITH
|
||||
10
|
SHARED DISPOSITIVE POWER
2,835,563 *
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,831,683
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
**
|
☒
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
|||
14
|
TYPE OF REPORTING PERSON
HC
|
1
|
NAMES OF REPORTING PERSONS
Master Control LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
|
|||
7
|
SOLE VOTING POWER
0
|
|||
NUMBER OF
|
8
|
SHARED VOTING POWER
2,835,563 *
|
||
SHARES
|
||||
BENEFICIALLY
|
||||
OWNED BY EACH
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
REPORTING
|
||||
PERSON WITH
|
||||
10
|
SHARED DISPOSITIVE POWER
2,835,563 *
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,831,683
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
**
|
☒
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
|||
14
|
TYPE OF REPORTING PERSON
HC
|
1
|
NAMES OF REPORTING PERSONS
Mittleman Investment Management, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
New York
|
|||
7
|
SOLE VOTING POWER
0
|
|||
NUMBER OF
|
8
|
SHARED VOTING POWER
2,835,563 *
|
||
SHARES
|
||||
BENEFICIALLY
|
||||
OWNED BY EACH
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
REPORTING
|
||||
PERSON WITH
|
||||
10
|
SHARED DISPOSITIVE POWER
2,835,563 *
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,831,683
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
**
|
☒
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
|||
14
|
TYPE OF REPORTING PERSON
HC
|
1
|
NAMES OF REPORTING PERSONS
Christopher P. Mittleman
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
|
|||
7
|
SOLE VOTING POWER
0
|
|||
NUMBER OF
|
8
|
SHARED VOTING POWER
2,835,563 *
|
||
SHARES
|
||||
BENEFICIALLY
|
||||
OWNED BY EACH
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
REPORTING
|
||||
PERSON WITH
|
||||
10
|
SHARED DISPOSITIVE POWER
2,835,563 *
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,831,683
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
**
|
☒
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAMES OF REPORTING PERSONS
David J. Mittleman
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF, PF
|
|||
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
|
|||
7
|
SOLE VOTING POWER
2,000
|
|||
NUMBER OF
|
8
|
SHARED VOTING POWER
2,835,563 *
|
||
SHARES
|
||||
BENEFICIALLY
|
||||
OWNED BY EACH
|
9
|
SOLE DISPOSITIVE POWER
2,000
|
||
REPORTING
|
||||
PERSON WITH
|
||||
10
|
SHARED DISPOSITIVE POWER
2,835,563 *
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,833,683
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
**
|
☒
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAMES OF REPORTING PERSONS
Philip C. Mittleman
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF, PF
|
|||
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
|
|||
7
|
SOLE VOTING POWER
1,880
|
|||
NUMBER OF
|
8
|
SHARED VOTING POWER
2,835,563 *
|
||
SHARES
|
||||
BENEFICIALLY
|
||||
OWNED BY EACH
|
9
|
SOLE DISPOSITIVE POWER
1,880
|
||
REPORTING
|
||||
PERSON WITH
|
||||
10
|
SHARED DISPOSITIVE POWER
2,835,563 *
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,833,563
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
**
|
☒
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1. |
Security and Issuer.
|
Item 2. |
Identity and Background.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits.
|
Exhibit 99.1. |
Joint Filing Agreement
|
Exhibit 99.2. |
Letter to Chief Executive Officer and Board of Directors
|
MITTLEMAN BROTHERS, LLC
|
|||
By:
|
/s/ Christopher P. Mittleman
|
||
Name:
|
Christopher P. Mittleman
|
||
Title:
|
Managing Member
|
||
MASTER CONTROL LLC
|
|||
By:
|
/s/ Philip C. Mittleman
|
||
Name:
|
Philip C. Mittleman
|
||
Title:
|
Managing Partner
|
||
MITTLEMAN INVESTMENT MANAGEMENT, LLC
|
|||
By:
|
/s/ Stephen G. Bondi
|
||
Name:
|
Stephen G. Bondi
|
||
Title:
|
Chief Compliance Officer & Chief Financial Officer
|
||
CHRISTOPHER P. MITTLEMAN
|
|||
By:
|
/s/ Christopher P. Mittleman
|
||
Name:
|
Christopher P. Mittleman
|
||
Title:
|
Managing Partner and Chief Investment Officer
|
||
/s/ Christopher P. Mittleman
|
|||
Christopher P. Mittleman
|
|||
/s/ David J. Mittleman
|
|||
David J. Mittleman
|
|||
/s/ Philip C. Mittleman
|
|||
Philip C. Mittleman
|
Name
|
Title
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Christopher P. Mittleman
|
Chief Investment Officer / Managing Partner of MIM
|
See Item 2(c)
|
See Item 2(b)
|
See Item 2(f)
|
David J. Mittleman
|
Chief Client Relationship Officer / Managing Partner of MIM
|
See Item 2(c)
|
See Item 2(b)
|
See Item 2(f)
|
Philip C. Mittleman
|
Chief Executive Officer and President / Managing Partner of MIM
|
See Item 2(c)
|
See Item 2(b)
|
See Item 2(f)
|
Transaction Date
|
Reporting Person
|
Amount of Shares Acquired
|
Weighted Average Price(1)
|
Low Price(1)
|
High Price(1)
|
06/20/17
|
Mittleman Investment Management, LLC
|
24,800
|
$23.01
|
$23.01
|
$23.01
|
06/27/17
|
Mittleman Investment Management, LLC
|
400
|
$23.72
|
$23.72
|
$23.72
|
06/30/17
|
Mittleman Investment Management, LLC
|
28,000
|
$23.71
|
$23.70
|
$24.60
|
07/03/17
|
Mittleman Investment Management, LLC
|
3,000
|
$23.86
|
$23.81
|
$24.09
|
07/05/17
|
Mittleman Investment Management, LLC
|
5,595
|
$23.22
|
$23.21
|
$23.80
|
07/06/17
|
Mittleman Investment Management, LLC
|
18,600
|
$22.91
|
$22.90
|
$23.14
|
07/07/17
|
Mittleman Investment Management, LLC
|
5,710
|
$23.04
|
$22.85
|
$23.38
|
07/10/17
|
Mittleman Investment Management, LLC
|
5,264
|
$22.65
|
$22.64
|
$23.13
|
07/11/17
|
Mittleman Investment Management, LLC
|
8,000
|
$22.45
|
$22.44
|
$22.67
|
07/12/17
|
Mittleman Investment Management, LLC
|
3,076
|
$22.19
|
$22.06
|
$22.43
|
07/13/17
|
Mittleman Investment Management, LLC
|
1,065
|
$21.84
|
$21.54
|
$22.44
|
07/14/17
|
Mittleman Investment Management, LLC
|
2,125
|
$21.50
|
$21.26
|
$21.76
|
07/17/17
|
Mittleman Investment Management, LLC
|
460
|
$21.48
|
$21.44
|
$22.33
|
07/18/17
|
Mittleman Investment Management, LLC
|
3,000
|
$20.62
|
$20.62
|
$20.62
|
07/19/17
|
Mittleman Investment Management, LLC
|
1,000
|
$20.64
|
$20.64
|
$20.64
|
07/28/17
|
Mittleman Investment Management, LLC
|
2,560
|
$20.43
|
$20.27
|
$20.80
|
07/31/17
|
Mittleman Investment Management, LLC
|
900
|
$19.94
|
$19.94
|
$19.94
|
08/01/17
|
Mittleman Investment Management, LLC
|
34,300
|
$19.17
|
$19.16
|
$19.50
|
08/02/17
|
Mittleman Investment Management, LLC
|
40,450
|
$18.36
|
$18.36
|
$18.36
|
08/03/17
|
Mittleman Investment Management, LLC
|
27,186
|
$17.84
|
$17.84
|
$17.84
|
08/04/17
|
Mittleman Investment Management, LLC
|
83,000
|
$16.04
|
$16.04
|
$16.04
|
08/08/17
|
Mittleman Investment Management, LLC
|
35,000
|
$18.86
|
$18.86
|
$18.86
|
08/09/17
|
Mittleman Investment Management, LLC
|
60,564
|
$18.55
|
$18.55
|
$18.55
|
08/10/17
|
Mittleman Investment Management, LLC
|
1,200
|
$18.55
|
$18.55
|
$18.55
|
08/11/17
|
Mittleman Investment Management, LLC
|
31,150
|
$18.37
|
$18.37
|
$18.83
|
08/15/17
|
Mittleman Investment Management, LLC
|
15,360
|
$18.35
|
$17.97
|
$18.90
|
08/16/17
|
Mittleman Investment Management, LLC
|
7,875
|
$18.21
|
$17.98
|
$18.32
|
08/17/17
|
Mittleman Investment Management, LLC
|
25,000
|
$17.46
|
$17.44
|
$17.87
|
08/18/17
|
Mittleman Investment Management, LLC
|
65,230
|
$17.47
|
$17.28
|
$17.75
|
08/21/17
|
Mittleman Investment Management, LLC
|
46,600
|
$17.15
|
$16.95
|
$17.34
|
Transaction Date
|
Reporting Person
|
Amount of Shares Sold
|
Weighted Average Price(1)
|
Low Price(1)
|
High Price(1)
|
07/06/17
|
Mittleman Investment Management, LLC
|
1,800
|
$22.80
|
$22.80
|
$22.80
|
07/12/17
|
Philip C. Mittleman
|
11,800
|
$22.23
|
$22.12
|
$22.25
|
07/13/17
|
Mittleman Investment Management, LLC
|
150
|
$21.74
|
$21.74
|
$21.74
|
07/18/17
|
Philip C. Mittleman
|
5,500
|
$20.55
|
$20.53
|
$20.58
|
08/03/17
|
Mittleman Investment Management, LLC
|
2,750
|
$18.00
|
$18.00
|
$18.00
|
08/07/17
|
Mittleman Investment Management, LLC
|
115
|
$17.99
|
$17.99
|
$17.99
|
08/11/17
|
Philip C. Mittleman
|
20
|
$17.95
|
$17.95
|
$17.95
|
08/17/17
|
Mittleman Investment Management, LLC
|
389
|
$17.77
|
$17.74
|
$17.84
|
MITTLEMAN BROTHERS, LLC
|
|||
By:
|
/s/ Christopher P. Mittleman
|
||
Name:
|
Christopher P. Mittleman
|
||
Title:
|
Managing Member
|
||
MASTER CONTROL LLC
|
|||
BY: MITTLEMAN BROTHERS, LLC
|
|||
as Managing Member
|
|||
By:
|
/s/ Christopher P. Mittleman
|
||
Name:
|
Christopher P. Mittleman
|
||
Title:
|
Managing Member
|
||
MITTLEMAN INVESTMENT MANAGEMENT, LLC
|
|||
By:
|
/s/ Stephen G. Bondi
|
||
Name:
|
Stephen G. Bondi
|
||
Title:
|
Chief Compliance Officer & Chief Financial Officer
|
||
CHRISTOPHER P. MITTLEMAN
|
|||
By:
|
/s/ Christopher P. Mittleman
|
||
Name:
|
Christopher P. Mittleman
|
||
/s/ Christopher P. Mittleman
|
|||
Christopher P. Mittleman
|
|||
/s/ David J. Mittleman
|
|||
David J. Mittleman
|
|||
/s/ Philip C. Mittleman
|
|||
Philip C. Mittleman
|
Please see PDF for document reference
|
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