BRADLEY S. VIZI
LEGION PARTNERS ASSET MANAGEMENT, LLC
9401 Wilshire Blvd, Suite 705
Beverly Hills, CA 90212
(424) 253-1775
|
APRIL WILCOX
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) 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
1,121,769
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,121,769
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,121,769*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
||
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) 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
102,181
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
102,181
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,181*
|
||
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 Special Opportunities, L.P. I
|
||
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
1,905,229
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,905,229
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,905,229*
|
||
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, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,129,179
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,129,179
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,129,179*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
||
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) o
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,129,179
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,129,179
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,129,179*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
Legion Partners Holdings, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,129,179
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,129,179
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,129,179*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Bradley S. Vizi
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,129,179
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,129,179
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,129,179*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Christopher S. Kiper
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,129,179
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,129,179
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,129,179*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
||
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) o
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,129,179
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,129,179
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,129,179*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
||
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) 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
California
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
100,549
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
100,549
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,549
|
||
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
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Legion Partners, L.P. I, a Delaware limited partnership (“Legion Partners I”);
|
|
(ii)
|
Legion Partners, L.P. II, a Delaware limited partnership (“Legion Partners II”);
|
|
(iii)
|
Legion Partners Special Opportunities, L.P. I, a Delaware limited partnership (“Legion Partners Special I”);
|
|
(iv)
|
Legion Partners, LLC, a Delaware limited liability company, which serves as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special I;
|
|
(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, Legion Partners II and Legion Partners Special 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 sole member of Legion Partners, LLC;
|
|
(vii)
|
Bradley S. Vizi, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings;
|
|
(viii)
|
Christopher S. Kiper, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings; and
|
|
(ix)
|
Raymond White, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings; and
|
|
(x)
|
California State Teachers’ Retirement System (“CalSTRS”), a California Government Employee Benefit Plan.
|
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 January 23, 2017, Legion Partners I beneficially owned 1,121,769 Shares, including 203,100 Shares underlying certain call options.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,121,769
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,121,769
|
|
(c)
|
The transactions in the Shares by Legion Partners I during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Legion Partners II
|
|
(a)
|
As of the close of business on January 23, 2017, Legion Partners I beneficially owned 102,181 Shares, including 18,300 Shares underlying certain call options.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 102,181
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 102,181
|
|
(c)
|
The transactions in the Shares by Legion Partners II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
Legion Partners Special I
|
|
(a)
|
As of the close of business on January 23, 2017, Legion Partners Special I beneficially owned 1,905,229 Shares, including 493,300 Shares underlying certain call options.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,905,229
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,905,229
|
|
(c)
|
The transactions in the Shares by Legion Partners Special I during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Legion Partners, LLC
|
|
(a)
|
As the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special I, Legion Partners, LLC may be deemed the beneficial owner of the (i) 1,121,769 Shares owned by Legion Partners I, (ii) 102,181 Shares owned by Legion Partners II, and (iii) 1,905,229 Shares owned by Legion Partners Special I.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 3,129,179
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 3,129,179
|
|
(c)
|
Legion Partners, LLC has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special I during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Legion Partners Asset Management
|
|
(a)
|
Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special I, may be deemed the beneficial owner of the (i) 1,121,769 Shares owned by Legion Partners I, (ii) 102,181 Shares owned by Legion Partners II, and (iii) 1,905,229 Shares owned by Legion Partners Special I.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 3,129,179
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 3,129,179
|
|
(c)
|
Legion Partners Asset Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special I during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Legion Partners Holdings
|
|
(a)
|
Legion Partners Holdings, as the sole member of Legion Partners Asset Management and sole member of Legion Partners, LLC, may be deemed the beneficial owner of the (i) 1,121,769 Shares owned by Legion Partners I, (ii) 102,181 Shares owned by Legion Partners II, and (iii) 1,905,229 Shares owned by Legion Partners Special I.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 3,129,179
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 3,129,179
|
|
(c)
|
Legion Partners Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special I during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
Messrs. Vizi, Kiper and White
|
|
(a)
|
Each of Messrs. Vizi, Kiper 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) 1,121,769 Shares owned by Legion Partners I, (ii) 102,181 Shares owned by Legion Partners II, and (iii) 1,905,229 Shares owned by Legion Partners Special I.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 3,129,179
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 3,129,179
|
|
(c)
|
None of Messrs. Vizi, Kiper or White has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special I during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
H.
|
CalSTRS
|
|
(a)
|
As of the close of business on January 23, 2017, CalSTRS beneficially owned 100,549 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 100,549
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 100,549
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by CalSTRS during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
(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.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Stockholder proposal submitted by the California State Teachers’ Retirement System on December 23, 2016.
|
|
99.2
|
Joint Filing Agreement by and among Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners Special Opportunities, L.P. I, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Bradley S. Vizi, Christopher S. Kiper, Raymond White and California State Teachers’ Retirement System dated January 23, 2017.
|
LEGION PARTNERS, L.P. I
|
|||
By:
|
Legion Partners Asset Management, LLC
|
||
Investment Advisor
|
|||
By:
|
/s/ Bradley S. Vizi
|
||
Name:
|
Bradley S. Vizi
|
||
Title:
|
Managing Member
|
LEGION PARTNERS, L.P. II
|
|||
By:
|
Legion Partners Asset Management, LLC
|
||
Investment Advisor
|
|||
By:
|
/s/ Bradley S. Vizi
|
||
Name:
|
Bradley S. Vizi
|
||
Title:
|
Managing Member
|
LEGION PARTNERS SPECIAL
OPPORTUNITIES, L.P. I,
|
|||
By:
|
Legion Partners Asset Management, LLC
|
||
Investment Advisor
|
|||
By:
|
/s/ Bradley S. Vizi
|
||
Name:
|
Bradley S. Vizi
|
||
Title:
|
Managing Member
|
LEGION PARTNERS, LLC
|
|||
By:
|
Legion Partners Holdings, LLC
|
||
Sole Member
|
|||
By:
|
/s/ Bradley S. Vizi
|
||
Name:
|
Bradley S. Vizi
|
||
Title:
|
Managing Member
|
LEGION PARTNERS ASSET MANAGEMENT, LLC
|
|||
By:
|
/s/ Bradley S. Vizi
|
||
Name:
|
Bradley S. Vizi
|
||
Title:
|
Managing Director
|
LEGION PARTNERS HOLDINGS, LLC
|
|||
By:
|
/s/ Bradley S. Vizi
|
||
Name:
|
Bradley S. Vizi
|
||
Title:
|
Managing Member
|
/s/ Bradley S. Vizi
|
|
Bradley S. Vizi
|
/s/ Christopher S. Kiper
|
|
Christopher S. Kiper
|
/s/ Raymond White
|
|
Raymond White
|
CALIFORNIA STATE TEACHERS’
RETIREMENT SYSTEM
|
|||
By:
|
/s/ April Wilcox
|
||
Name:
|
April Wilcox
|
||
Title:
|
Director of Operations
|
Nature of Transaction
|
Date of Purchase/Sale
|
Securities Purchased/(Sold)
|
Price
|
Purchase of Common Stock
|
11/22/2016
|
91,711
|
$15.30
|
Purchase of Common Stock
|
11/23/2016
|
91,711
|
$15.35
|
Purchase of Common Stock
|
11/25/2016
|
37,326
|
$15.29
|
Purchase of Common Stock
|
11/28/2016
|
100,883
|
$15.40
|
Purchase of Common Stock
|
11/29/2016
|
3,845
|
$15.28
|
Purchase of Common Stock
|
12/5/2016
|
54,568
|
$15.13
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/5/2016
|
(51)
|
$2.50
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/6/2016
|
(22)
|
$2.40
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/7/2016
|
(404)
|
$2.06
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/8/2016
|
(385)
|
$1.57
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/9/2016
|
(118)
|
$1.63
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/12/2016
|
(436)
|
$1.72
|
Purchase of Common Stock
|
12/12/2016
|
40,353
|
$15.90
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/13/2016
|
(275)
|
$1.52
|
Purchase of Common Stock
|
12/13/2016
|
11,169
|
$15.95
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/14/2016
|
(275)
|
$1.62
|
Purchase of Common Stock
|
12/14/2016
|
101,157
|
$15.94
|
Purchase of Common Stock
|
12/15/2016
|
15,345
|
$16.24
|
Purchase of Common Stock
|
12/16/2016
|
56,517
|
$16.55
|
Purchase of Common Stock
|
12/19/2016
|
4,573
|
$16.86
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/19/2016
|
(182)
|
$0.87
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
12/19/2016
|
182
|
$2.30
|
Purchase of Common Stock
|
12/20/2016
|
9,897
|
$17.39
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/20/2016
|
(105)
|
$0.64
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
12/20/2016
|
105
|
$2.72
|
Purchase of Common Stock
|
12/21/2016
|
7,198
|
$17.41
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/21/2016
|
(75)
|
$0.60
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
12/21/2016
|
75
|
$2.78
|
Purchase of Common Stock
|
12/22/2016
|
427
|
$17.49
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/22/2016
|
(125)
|
$0.60
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
12/22/2016
|
125
|
$2.80
|
Purchase of Common Stock
|
12/23/2016
|
8,389
|
$17.48
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/23/2016
|
(121)
|
$0.64
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
12/23/2016
|
121
|
$2.73
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/27/2016
|
(74)
|
$0.66
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
12/27/2016
|
74
|
$2.62
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/28/2016
|
(132)
|
$0.67
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
12/28/2016
|
132
|
$2.57
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/29/2016
|
(68)
|
$0.71
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
12/29/2016
|
68
|
$2.41
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/30/2016
|
(30)
|
$0.70
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
12/30/2016
|
30
|
$2.40
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
1/3/2017
|
(10)
|
$0.71
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
1/3/2017
|
10
|
$2.34
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
1/5/2017
|
(1)
|
$0.73
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
1/5/2017
|
1
|
$2.41
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
1/6/2017
|
(1)
|
$0.67
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
1/6/2017
|
1
|
$2.34
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
1/9/2017
|
(3)
|
$0.69
|
Purchase of January 2017
Call Option ($15.00 Strike Price) 2
|
1/9/2017
|
3
|
$2.21
|
Purchase of February 2017
Call Option ($15.00 Strike Price) 3
|
1/12/2017
|
16
|
$2.10
|
Purchase of January 2017
Put Options ($17.50 Strike Price) 4
|
1/17/2017
|
15
|
$1.17
|
Sale of January 2017
Call Option ($15.00 Strike Price) 5
|
1/17/2017
|
(38)
|
$1.28
|
Purchase of February 2017
Call Option ($15.00 Strike Price) 3
|
1/17/2017
|
38
|
$1.73
|
Purchase of January 2017
Put Options ($17.50 Strike Price) 4
|
1/18/2017
|
78
|
$1.42
|
Sale of January 2017
Call Option ($15.00 Strike Price) 5
|
1/18/2017
|
(163)
|
$1.12
|
Purchase of February 2017
Call Option ($15.00 Strike Price) 3
|
1/18/2017
|
375
|
$1.61
|
Purchase of January 2017
Put Options ($17.50 Strike Price) 4
|
1/19/2017
|
92
|
$1.27
|
Sale of January 2017
Call Option ($15.00 Strike Price) 5
|
1/19/2017
|
(198)
|
$1.25
|
Purchase of February 2017
Call Option ($15.00 Strike Price) 3
|
1/19/2017
|
794
|
$1.72
|
Sale of January 2017
Call Option ($15.00 Strike Price) 5
|
1/20/2017
|
(400)
|
$1.25
|
Purchase of February 2017
Call Option ($15.00 Strike Price) 3
|
1/20/2017
|
400
|
$1.76
|
Purchase of Common Stock 6
|
1/20/2017
|
12,800
|
$17.30
|
Purchase of Common Stock 7
|
1/20/2017
|
270,800
|
$16.05
|
Purchase of February 2017
Call Option ($15.00 Strike Price) 3
|
1/23/2017
|
408
|
$1.16
|
Purchase of Common Stock
|
12/15/2016
|
105,453
|
$16.24
|
Purchase of Common Stock
|
12/16/2016
|
388,385
|
$16.55
|
Purchase of Common Stock
|
12/19/2016
|
31,428
|
$16.86
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/19/2016
|
(1,248)
|
$0.87
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/19/2016
|
1,248
|
$2.30
|
Purchase of Common Stock
|
12/20/2016
|
68,012
|
$17.39
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/20/2016
|
(724)
|
$0.64
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/20/2016
|
724
|
$2.72
|
Purchase of Common Stock
|
12/21/2016
|
49,466
|
$17.41
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/21/2016
|
(519)
|
$0.60
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/21/2016
|
519
|
$2.78
|
Purchase of Common Stock
|
12/22/2016
|
2,934
|
$17.49
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/22/2016
|
(862)
|
$0.60
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/22/2016
|
862
|
$2.80
|
Purchase of Common Stock
|
12/23/2016
|
57,651
|
$17.48
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/23/2016
|
(834)
|
$0.64
|
Purchase of January 2017
Call Options ($15.00 Strike Price)
|
12/23/2016
|
834
|
$2.73
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/27/2016
|
(509)
|
$0.66
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/27/2016
|
509
|
$2.62
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/28/2016
|
(911)
|
$0.67
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/28/2016
|
911
|
$2.57
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/29/2016
|
(461)
|
$0.71
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/29/2016
|
461
|
$2.41
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/30/2016
|
(260)
|
$0.70
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/30/2016
|
260
|
$2.40
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
1/3/2017
|
(91)
|
$0.71
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
1/3/2017
|
91
|
$2.34
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
1/5/2017
|
(9)
|
$0.73
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
1/5/2017
|
9
|
$2.41
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
1/6/2017
|
(4)
|
$0.67
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
1/6/2017
|
4
|
$2.34
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
1/9/2017
|
(23)
|
$0.69
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
1/9/2017
|
23
|
$2.21
|
Purchase of February 2017
Call Options ($15.00 Strike Price) 3
|
1/12/2017
|
160
|
$2.10
|
Purchase of January 2017
Put Options ($17.50 Strike Price) 4
|
1/17/2017
|
101
|
$1.17
|
Sale of January 2017
Call Options ($15.00 Strike Price) 5
|
1/17/2017
|
(259)
|
$1.28
|
Purchase of February 2017 Call Options ($15.00 Strike Price) 3
|
1/17/2017
|
259
|
$1.73
|
Purchase of January 2017 Put Options ($17.50 Strike Price) 4
|
1/18/2017
|
415
|
$1.42
|
Sale of January 2017
Call Options ($15.00 Strike Price) 5
|
1/18/2017
|
(1,322)
|
$1.12
|
Purchase of February 2017
Call Options ($15.00 Strike Price) 3
|
1/18/2017
|
1,064
|
$1.61
|
Purchase of January 2017
Put Options ($17.50 Strike Price) 4
|
1/19/2017
|
195
|
$1.27
|
Sale of January 2017
Call Options ($15.00 Strike Price) 5
|
1/19/2017
|
(1,632)
|
$1.25
|
Purchase of February 2017
Call Options ($15.00 Strike Price) 3
|
1/19/2017
|
970
|
$1.72
|
Sale of January 2017
Call Options ($15.00 Strike Price) 5
|
1/20/2017
|
(1,900)
|
$1.25
|
Purchase of February 2017
Call Options ($15.00 Strike Price) 3
|
1/20/2017
|
1,900
|
$1.76
|
Purchase of Common Stock 6
|
1/20/2017
|
134,200
|
$17.31
|
Purchase of Common Stock 7
|
1/20/2017
|
574,400
|
$16.81
|
Purchase of February 2017
Call Options ($15.00 Strike Price) 3
|
1/23/2017
|
580
|
$1.16
|
Purchase of Common Stock
|
11/22/2016
|
8,289
|
$15.30
|
Purchase of Common Stock
|
11/23/2016
|
8,289
|
$15.35
|
Purchase of Common Stock
|
11/25/2016
|
3,374
|
$15.29
|
Purchase of Common Stock
|
11/28/2016
|
9,117
|
$15.40
|
Purchase of Common Stock
|
11/29/2016
|
347
|
$15.28
|
Purchase of Common Stock
|
12/5/2016
|
4,932
|
$15.13
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/5/2016
|
(5)
|
$2.50
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/6/2016
|
(2)
|
$2.40
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/7/2016
|
(37)
|
$2.06
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/8/2016
|
(35)
|
$1.57
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/9/2016
|
(10)
|
$1.63
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/12/2016
|
(39)
|
$1.72
|
Purchase of Common Stock
|
12/12/2016
|
3,647
|
$15.90
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/13/2016
|
(25)
|
$1.52
|
Purchase of Common Stock
|
12/13/2016
|
1,010
|
$15.95
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/14/2016
|
(25)
|
$1.62
|
Purchase of Common Stock
|
12/14/2016
|
9,143
|
$15.94
|
Purchase of Common Stock
|
12/15/2016
|
1,384
|
$16.24
|
Purchase of Common Stock
|
12/16/2016
|
5,098
|
$16.55
|
Purchase of Common Stock
|
12/19/2016
|
413
|
$16.86
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/19/2016
|
(16)
|
$0.87
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/19/2016
|
16
|
$2.30
|
Purchase of Common Stock
|
12/20/2016
|
893
|
$17.39
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/20/2016
|
(10)
|
$0.64
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/20/2016
|
10
|
$2.72
|
Purchase of Common Stock
|
12/21/2016
|
649
|
$17.41
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/21/2016
|
(7)
|
$0.60
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/21/2016
|
7
|
$2.78
|
Purchase of Common Stock
|
12/22/2016
|
39
|
$17.49
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/22/2016
|
(11)
|
$0.60
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/22/2016
|
11
|
$2.80
|
Purchase of Common Stock
|
12/23/2016
|
757
|
$17.48
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/23/2016
|
(11)
|
$0.64
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/23/2016
|
11
|
$2.73
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/27/2016
|
(7)
|
$0.66
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/27/2016
|
7
|
$2.62
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/28/2016
|
(12)
|
$0.67
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/28/2016
|
12
|
$2.57
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/29/2016
|
(6)
|
$0.71
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/29/2016
|
6
|
$2.41
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
12/30/2016
|
(3)
|
$0.70
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
12/30/2016
|
3
|
$2.40
|
Short Sale of January 2017
Put Options ($17.50 Strike Price) 1
|
1/3/2017
|
(2)
|
$0.71
|
Purchase of January 2017
Call Options ($15.00 Strike Price) 2
|
1/3/2017
|
2
|
$2.34
|
Purchase of February 2017
Call Options ($15.00 Strike Price) 3
|
1/12/2017
|
4
|
$2.10
|
Purchase of January 2017
Put Options ($17.50 Strike Price) 4
|
1/17/2017
|
1
|
$1.17
|
Sale of January 2017
Call Options ($15.00 Strike Price) 5
|
1/17/2017
|
(3)
|
$1.28
|
Purchase of February 2017
Call Options ($15.00 Strike Price) 3
|
1/17/2017
|
3
|
$1.73
|
Purchase of January 2017
Put Options ($17.50 Strike Price) 4
|
1/18/2017
|
7
|
$1.42
|
Sale of January 2017
Call Options ($15.00 Strike Price) 5
|
1/18/2017
|
(15)
|
$1.12
|
Purchase of February 2017
Call Options ($15.00 Strike Price) 3
|
1/18/2017
|
61
|
$1.61
|
Purchase of January 2017
Put Options ($17.50 Strike Price) 4
|
1/19/2017
|
8
|
$1.27
|
Sale of January 2017
Call Options ($15.00 Strike Price) 5
|
1/19/2017
|
(19)
|
$1.25
|
Purchase of February 2017
Call Options ($15.00 Strike Price) 3
|
1/19/2017
|
85
|
$1.72
|
Sale of January 2017
Call Options ($15.00 Strike Price) 5
|
1/20/2017
|
(30)
|
$1.25
|
Purchase of February 2017
Call Options ($15.00 Strike Price) 3
|
1/20/2017
|
30
|
$1.76
|
Purchase of Common Stock 6
|
1/20/2017
|
1,800
|
$17.31
|
Purchase of Common Stock 7
|
1/20/2017
|
24,700
|
$16.05
|
Sale of Common Stock
|
11/29/2016
|
(1,400)
|
$15.35
|
Purchase of Common Stock
|
11/29/2016
|
1,400
|
$15.35
|
Sale of Common Stock
|
12/1/2016
|
(161)
|
$14.85
|
Sale of Common Stock
|
12/2/2016
|
(1,239)
|
$14.88
|
Sale of Common Stock
|
12/7/2016
|
(300)
|
$16.00
|
Purchase of Common Stock
|
12/7/2016
|
300
|
$16.00
|
Sale of Common Stock
|
12/8/2016
|
(300)
|
$16.09
|
Purchase of Common Stock
|
12/14/2016
|
400
|
$16.03
|
Sale of Common Stock
|
12/16/2016
|
(4,102)
|
$16.65
|
LEGION PARTNERS, L.P. I
|
|||
By:
|
Legion Partners Asset Management, LLC
|
||
Investment Advisor
|
|||
By:
|
/s/ Bradley S. Vizi
|
||
Name:
|
Bradley S. Vizi
|
||
Title:
|
Managing Member
|
LEGION PARTNERS, L.P. II
|
|||
By:
|
Legion Partners Asset Management, LLC
|
||
Investment Advisor
|
|||
By:
|
/s/ Bradley S. Vizi
|
||
Name:
|
Bradley S. Vizi
|
||
Title:
|
Managing Member
|
LEGION PARTNERS SPECIAL
OPPORTUNITIES, L.P. I,
|
|||
By:
|
Legion Partners Asset Management, LLC
|
||
Investment Advisor
|
|||
By:
|
/s/ Bradley S. Vizi
|
||
Name:
|
Bradley S. Vizi
|
||
Title:
|
Managing Member
|
LEGION PARTNERS, LLC
|
|||
By:
|
Legion Partners Holdings, LLC
|
||
Sole Member
|
|||
By:
|
/s/ Bradley S. Vizi
|
||
Name:
|
Bradley S. Vizi
|
||
Title:
|
Managing Member
|
LEGION PARTNERS ASSET MANAGEMENT, LLC
|
|||
By:
|
/s/ Bradley S. Vizi
|
||
Name:
|
Bradley S. Vizi
|
||
Title:
|
Managing Director
|
LEGION PARTNERS HOLDINGS, LLC
|
|||
By:
|
/s/ Bradley S. Vizi
|
||
Name:
|
Bradley S. Vizi
|
||
Title:
|
Managing Member
|
/s/ Bradley S. Vizi
|
|
Bradley S. Vizi
|
/s/ Christopher S. Kiper
|
|
Christopher S. Kiper
|
/s/ Raymond White
|
|
Raymond White
|
CALIFORNIA STATE TEACHERS’
RETIREMENT SYSTEM
|
|||
By:
|
/s/ April Wilcox
|
||
Name:
|
April Wilcox
|
||
Title:
|
Director of Operations
|