OMB APPROVAL
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OMB Number:
Expires: Estimated average burden hours per response . . . . . . |
(1) Name of Reporting Persons:
Select Equity Group, L.P.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) []
(b) [X]
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(3) SEC Use Only:
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(4) Source of Funds (See Instructions): AF
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): |
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(6) Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
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(8) Shared Voting
Power 712,755
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 712,755
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
712,755
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ] |
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(13) Percent of Class Represented by Amount in Row (11):
8.7%*
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(14) Type of Reporting Person (See Instructions): PN
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(1) Name of Reporting Persons:
Shinbone Alley, L.P.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) []
(b) [X]
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(3) SEC Use Only:
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(4) Source of Funds (See Instructions): WC
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): |
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(6) Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
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(8) Shared Voting
Power 712,755
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 712,755
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
712,755
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ] |
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(13) Percent of Class Represented by Amount in Row (11):
8.7%*
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(14) Type of Reporting Person (See Instructions): PN
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(1) Name of Reporting Persons:
Shinbone Alley Holdings, LLC
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) []
(b) [X]
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(3) SEC Use Only:
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(4) Source of Funds (See Instructions): AF
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): |
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(6) Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
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(8) Shared Voting
Power 712,755
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 712,755
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
712,755
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ] |
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(13) Percent of Class Represented by Amount in Row (11):
8.7%*
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(14) Type of Reporting Person (See Instructions): OO
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(1) Name of Reporting Persons:
George S. Loening
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) []
(b) [X]
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(3) SEC Use Only:
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(4) Source of Funds (See Instructions): AF
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): |
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(6) Citizenship or Place of Organization:
United States of America
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
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(8) Shared Voting
Power 712,755
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 712,755
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
712,755
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ] |
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(13) Percent of Class Represented by Amount in Row (11):
8.7%*
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(14) Type of Reporting Person (See Instructions): IN/HC
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(1) Name of Reporting Persons:
John D. Delafield
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) []
(b) [X]
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(3) SEC Use Only:
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(4) Source of Funds (See Instructions): PF
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): |
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(6) Citizenship or Place of Organization:
United States of America
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 27,200 (1)
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(8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 27,200 (1)
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
27,200
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): [ ] |
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(13) Percent of Class Represented by Amount in Row (11):
0.3%*
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(14) Type of Reporting Person (See Instructions): IN
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ITEM 1. |
SECURITY AND ISSUER
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ITEM 2. |
IDENTITY AND BACKGROUND
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(a) |
This Schedule 13D is being filed by Select Equity Group, L.P., a Delaware limited partnership (“Select Equity”), Shinbone Alley, L.P. (formerly Delafield Hambrecht Partners Fund, LP), a Delaware
limited partnership (“Shinbone Alley”), Shinbone Alley Holdings, LLC, a Delaware limited liability company (“Shinbone Alley Holdings”) , George S. Loening and
John D. Delafield (the foregoing entities and persons collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, attached hereto as Exhibit 7.1 (the “Joint Filing Agreement”).
Mr. Loening is the majority owner of Select Equity and managing member of Select Equity GP, LLC, a Delaware limited liability company (“Select Equity GP”), the general
partner of Select Equity.
Mr. Delafield is an employee of Select Equity and a director of the Issuer.
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(b) |
The business address of each of the Reporting Persons is 380 Lafayette Street, 6th Floor, New York, New York 10003.
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(c) |
The principal business of Select Equity is to serve as the investment adviser to Shinbone Alley. The principal business of Select Equity GP is to act as the general partner of Select Equity. The principal business of Shinbone Alley is to
pursue investments. The principal business of Shinbone Alley Holdings is to act as the general partner of Shinbone Alley.
Mr. Loening is a portfolio manager and principal of Select Equity, and the managing member of Select Equity GP. Mr. Delafield an employee of Select Equity and a director of the Issuer.
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(d) |
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e) |
No Reporting Person has, during the last five years, been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of any such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
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(f) |
Each of Messrs. Loening and Delafield is a United States citizen.
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ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER
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(a)
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and (b)
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Reporting
Persons |
Number of
Shares With
Sole Voting and
Dispositive Power
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Number* of
Shares With
and Dispositive Power
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Aggregate
Number* of Shares Beneficially Owned |
Percentage
of Class Beneficially Owned |
Select Equity
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0
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712,755
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712,755
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8.7%
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Shinbone Alley
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0
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712,755
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712,755
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8.7%
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Shinbone Alley Holdings
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0
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712,755
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712,755
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8.7%
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George S. Loening
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0
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712,755
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712,755
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8.7%
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John D. Delafield
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27,200
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0
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27,200
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0.3%
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Select Equity GP
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0
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712,755
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712,755
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8.7%
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(c) |
Other than as described in Item 3 and Item 4, none of the Reporting Persons have effected any transactions involving the Common Stock in the 60 days prior to filing this Schedule 13D.
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(d) |
Not applicable.
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(e) |
Not applicable.
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ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS
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7.1 |
Joint Filing Agreement, dated July 10, 2020.
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7.2 |
Power of Attorney, dated July 10, 2020.
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EXHIBIT NO.
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DESCRIPTION
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7.1
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Joint Filing Agreement, dated July 10, 2020.
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7.2
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Power of Attorney, dated July 10, 2020.
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