1
|
NAME OF REPORTING PERSON
North Tide Capital Master, LP
|
||
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
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,750,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,750,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
NTC Special Opportunities I Master, LP
|
||
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
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
250,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
250,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
North Tide Capital, 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
Massachusetts
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,500,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,500,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
|
||
14
|
TYPE OF REPORTING PERSON
IA, OO
|
1
|
NAME OF REPORTING PERSON
Conan J. Laughlin
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
9,051
|
|
8
|
SHARED VOTING POWER
2,500,000
|
||
9
|
SOLE DISPOSITIVE POWER
9,051
|
||
10
|
SHARED DISPOSITIVE POWER
2,500,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,509,051
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
|
||
14
|
TYPE OF REPORTING PERSON
HC, IN
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background.
|
|
(i)
|
North Tide Capital Master, LP, a limited partnership organized under the laws of the Cayman Islands (“Master Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
NTC Special Opportunities I Master, LP, a limited partnership organized under the laws of the Cayman Islands (“Opportunities Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
North Tide Capital, LLC, a Massachusetts limited liability company (“North Tide”), as the investment manager of Master Fund, Opportunities Fund and of a certain managed account (the “Account”); and
|
|
(iv)
|
Conan J. Laughlin, as the Manager of North Tide.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Master Fund
|
|
(a)
|
As of the close of business on March 1, 2017, Master Fund beneficially owned 1,750,000 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,750,000
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,750,000
|
|
(c)
|
The transactions in the Shares by Master Fund during the past sixty days are set forth in Schedule A and are incorporated by reference herein.
|
B.
|
Opportunities Fund
|
|
(a)
|
As of the close of business on March 1, 2017, Opportunities Fund beneficially owned 250,000 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 250,000
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 250,000
|
|
(c)
|
Opportunities Fund has not entered into any transactions in the Shares during the past sixty days.
|
C.
|
North Tide
|
|
(a)
|
North Tide, as the investment manager of each of Master Fund, Opportunities Fund and the Account, may be deemed the beneficial owner of the (i) 1,750,000 Shares owned by Master Fund; (ii) 250,000 Shares owned by Opportunities Fund; and (iii) 500,000 Shares held in the Account as of the close of business on March 1, 2017.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,500,000
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,500,000
|
|
(c)
|
The transactions in the Shares by North Tide through the Account and on behalf of Master Fund during the past sixty days are set forth in Schedule A and are incorporated by reference herein.
|
D.
|
Mr. Laughlin
|
|
(a)
|
As of the close of business on March 1, 2017, Mr. Laughlin beneficially owned 9,051 Shares. Mr. Laughlin, as the Manager of North Tide, may be deemed the beneficial owner of the (i) 1,750,000 Shares owned by Master Fund; (ii) 250,000 Shares owned by Opportunities Fund; and (iii) 500,000 Shares owned by the Account as of the close of business on March 1, 2017.
|
|
(b)
|
1. Sole power to vote or direct vote: 9,051
|
|
2. Shared power to vote or direct vote: 2,500,000
|
|
3. Sole power to dispose or direct the disposition: 9,051
|
|
4. Shared power to dispose or direct the disposition: 2,500,000
|
|
(c)
|
Mr. Laughlin has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Master Fund and through the Account during the past sixty days are set forth in Schedule A and are incorporated by reference herein.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and among North Tide Capital Master, LP, NTC Special Opportunities I Master, LP, North Tide Capital, LLC, and Conan J. Laughlin, dated March 1, 2017.
|
Dated: March 1, 2017
|
North Tide Capital Master, LP
|
||
By:
|
North Tide Capital GP, LLC
its General Partner
|
||
By:
|
/s/ Conan J. Laughlin
|
||
Name:
|
Conan J. Laughlin
|
||
Title:
|
Manager
|
NTC Special Opportunities I Master, LP
|
|||
By:
|
North Tide Capital GP, LLC
its General Partner
|
||
By:
|
/s/ Conan J. Laughlin
|
||
Name:
|
Conan J. Laughlin
|
||
Title:
|
Manager
|
North Tide Capital, LLC
|
|||
By:
|
/s/ Conan J. Laughlin
|
||
Name:
|
Conan J. Laughlin
|
||
Title:
|
Manager
|
/s/ Conan J. Laughlin
|
|
Conan J. Laughlin
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
(1,750,000)*
|
$28.30
|
03/01/2017
|
(250,000)*
|
$28.30
|
03/01/2017
|
Dated: March 1, 2017
|
North Tide Capital Master, LP
|
||
By:
|
North Tide Capital GP, LLC
its General Partner
|
||
By:
|
/s/ Conan J. Laughlin
|
||
Name:
|
Conan J. Laughlin
|
||
Title:
|
Manager
|
NTC Special Opportunities I Master, LP
|
|||
By:
|
North Tide Capital GP, LLC
its General Partner
|
||
By:
|
/s/ Conan J. Laughlin
|
||
Name:
|
Conan J. Laughlin
|
||
Title:
|
Manager
|
North Tide Capital, LLC
|
|||
By:
|
/s/ Conan J. Laughlin
|
||
Name:
|
Conan J. Laughlin
|
||
Title:
|
Manager
|
/s/ Conan J. Laughlin
|
|
Conan J. Laughlin
|