0000921895-18-002619.txt : 20180919 0000921895-18-002619.hdr.sgml : 20180919 20180919163048 ACCESSION NUMBER: 0000921895-18-002619 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180919 DATE AS OF CHANGE: 20180919 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nexeo Solutions, Inc. CENTRAL INDEX KEY: 0001604416 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 465188282 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88195 FILM NUMBER: 181077979 BUSINESS ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE, SUITE 1000 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: (281) 297-0700 MAIL ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE, SUITE 1000 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: WL Ross Holding Corp. DATE OF NAME CHANGE: 20140401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Legion Partners Asset Management, LLC CENTRAL INDEX KEY: 0001560207 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9401 WILSHIRE BLVD., SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 424-253-1774 MAIL ADDRESS: STREET 1: 9401 WILSHIRE BLVD., SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC 13D/A 1 sc13da109050025_09192018.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Nexeo Solutions, Inc.

(Name of Issuer)

Common Stock, Par Value $0.0001

(Title of Class of Securities)

65342H102

(CUSIP Number)

CHRISTOPHER S. KIPER

LEGION PARTNERS ASSET MANAGEMENT, LLC

9401 Wilshire Blvd, Suite 705

Beverly Hills, CA 90212

(424) 253-1773

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 17, 2018

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP NO. 65342H102

  1   NAME OF REPORTING PERSON  
         
        Legion Partners, L.P. I  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,165,501*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,165,501*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,165,501*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.47%*  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

*Includes 3,355,623 Shares underlying 6,711,247 Warrants beneficially owned by Legion Partners, L.P. I.

2

CUSIP NO. 65342H102

  1   NAME OF REPORTING PERSON  
         
        Legion Partners, L.P. II  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         205,049*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          205,049*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        205,049*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%*  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

*Includes 165,544 Shares underlying 331,089 Warrants beneficially owned by Legion Partners, L.P. II.

3

CUSIP NO. 65342H102

 

  1   NAME OF REPORTING PERSON  
         
        Legion Partners, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,370,550*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,370,550*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,370,550*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.69%*  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

*Includes 3,521,167 Shares underlying 7,042,336 Warrants beneficially owned in the aggregate by Legion Partners, L.P. I and Legion Partners, L.P. II.

4

CUSIP NO. 65342H102

 

  1   NAME OF REPORTING PERSON  
         
        Legion Partners Asset Management, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,370,550*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,370,550*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,370,550*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.69%*  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

*Includes 3,521,167 Shares underlying 7,042,336 Warrants beneficially owned in the aggregate by Legion Partners, L.P. I and Legion Partners, L.P. II.

5

CUSIP NO. 65342H102

 

  1   NAME OF REPORTING PERSON  
         
        Legion Partners Holdings, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,370,550*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,370,550*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,370,550*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.69%*  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

*Includes 3,521,167 Shares underlying 7,042,336 Warrants beneficially owned in the aggregate by Legion Partners, L.P. I and Legion Partners, L.P. II.

6

CUSIP NO. 65342H102

 

  1   NAME OF REPORTING PERSON  
         
        Christopher S. Kiper  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,370,550*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,370,550*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,370,550*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.69%*  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

*Includes 3,521,167 Shares underlying 7,042,336 Warrants beneficially owned in the aggregate by Legion Partners, L.P. I and Legion Partners, L.P. II.

7

CUSIP NO. 65342H102

 

  1   NAME OF REPORTING PERSON  
         
        Raymond White  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,370,550*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,370,550*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,370,550*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.69%*  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

*Includes 3,521,167 Shares underlying 7,042,336 Warrants beneficially owned in the aggregate by Legion Partners, L.P. I and Legion Partners, L.P. II.

8

CUSIP NO. 65342H102

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

The securities of the Issuer purchased by each of Legion Partners I and Legion Partners II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 809,878 Shares owned directly by Legion Partners I is approximately $7,869,912, including brokerage commissions. The aggregate purchase price of the 6,711,247 Warrants (exercisable into 3,355,623 Shares) owned directly by Legion Partners I is approximately $3,910,368, including brokerage commissions. The aggregate purchase price of the 39,505 Shares owned directly by Legion Partners II is approximately $383,931 including brokerage commissions. The aggregate purchase price of the 331,089 Warrants (exercisable into 165,544 Shares) owned directly by Legion Partners II is approximately $191,558, including brokerage commissions.

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated to read as follows:

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 89,734,146 Shares outstanding as of August 3, 2018 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 7, 2018.

 

A.Legion Partners I
(a)As of the close of business on September 19, 2018, Legion Partners I beneficially owned 4,165,501 Shares, including 3,355,623 Shares underlying 6,711,247 Warrants owned by Legion Partners I.

Percentage: Approximately 4.47%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,165,501
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,165,501

 

(c)The transactions in the securities of the Issuer by Legion Partners I since the filing of the initial Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
B.Legion Partners II
(a)As of the close of business on September 19, 2018, Legion Partners II beneficially owned 205,049 Shares, including 165,544 Shares underlying 331,089 Warrants owned by Legion Partners II.

Percentage: Less than 1%

9

CUSIP NO. 65342H102

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 205,049
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 205,049

 

(c)The transactions in the securities of the Issuer by Legion Partners II since the filing of the initial Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
C.Legion Partners, LLC
(a)As the general partner of each of Legion Partners I and Legion Partners II, Legion Partners, LLC may be deemed the beneficial owner of the (i) 4,165,501 Shares beneficially owned by Legion Partners I (including the 3,355,623 Shares underlying 6,711,247 Warrants owned by Legion Partners I) and (ii) 205,049 Shares beneficially owned by Legion Partners II (including the 165,544 Shares underlying 331,089 Warrants owned by Legion Partners II).

Percentage: Approximately 4.69%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,370,550
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,370,550

 

(c)Legion Partners, LLC has not entered into any transactions in the securities of the Issuer since the filing of the initial Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I and Legion Partners II since the filing of the initial Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
D.Legion Partners Asset Management
(a)As of the close of business on September 19, 2018, Legion Partners Asset Management, as the investment advisor of each of Legion Partners I and Legion Partners II, may also be deemed the beneficial owner of the (i) 4,165,501 Shares beneficially owned by Legion Partners I (including the 3,355,623 Shares underlying 6,711,247 Warrants owned by Legion Partners I) and (ii) 205,049 Shares beneficially owned by Legion Partners II (including the 165,544 Shares underlying 331,089 Warrants owned by Legion Partners II).

Percentage: Approximately 4.69%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,370,550
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,370,550

 

(c)Legion Partners Asset Management has not entered into any transactions in the securities of the Issuer since the filing of the initial Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I and Legion Partners II since the filing of the initial Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
10

CUSIP NO. 65342H102

E.Legion Partners Holdings
(a)Legion Partners Holdings, as the sole member of Legion Partners Asset Management and the sole member of Legion Partners, LLC, may be deemed the beneficial owner of the (i) 4,165,501 Shares beneficially owned by Legion Partners I (including the 3,355,623 Shares underlying 6,711,247 Warrants owned by Legion Partners I) and (ii) 205,049 Shares beneficially owned by Legion Partners II (including the 165,544 Shares underlying 331,089 Warrants owned by Legion Partners II).

Percentage: Approximately 4.69%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,370,550
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,370,550

 

(c)Legion Partners Holdings has not entered into any transactions in the securities of the Issuer since the filing of the initial Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I and Legion Partners II since the filing of the initial Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
F.Messrs. Kiper and White
(a)Each of Messrs. 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) 4,165,501 Shares beneficially owned by Legion Partners I (including the 3,355,623 Shares underlying 6,711,247 Warrants owned by Legion Partners I) and (ii) 205,049 Shares beneficially owned by Legion Partners II (including the 165,544 Shares underlying 331,089 Warrants owned by Legion Partners II).

Percentage: Approximately 4.69%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,370,550
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,370,550

 

(c)Neither Mr. Kiper nor Mr. White has entered into any transactions in the securities of the Issuer since the filing of the initial Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I and Legion Partners II since the filing of the initial Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

(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.

11

CUSIP NO. 65342H102

(e)       As of September 17, 2018, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.

12

CUSIP NO. 65342H102

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 19, 2018

  Legion Partners, 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: 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
13

CUSIP NO. 65342H102

       
   
   
 

/s/ Christopher S. Kiper

  Christopher S. Kiper
   
   
 

/s/ Raymond White

  Raymond White

14

CUSIP NO. 65342H102

 

SCHEDULE A

 

Transactions in the Securities of the Issuer Since the Filing of the Initial Schedule 13D

 

Nature of Transaction Date of
Purchase/Sale		 Amount of Securities
Purchased/(Sold)		 Price Per Security ($)

 

Legion Partners, L.P. I

Purchase of Common Stock 09/04/2018 1,525 9.9903
Purchase of Common Stock 09/06/2018 477 9.8990
Purchase of Common Stock 09/06/2018 12,382 9.9748
Purchase of Common Stock 09/07/2018 23,243 9.9421
Purchase of Common Stock 09/07/2018 16,644 9.9477
Purchase of Common Stock 09/10/2018 13,143 9.9989
Purchase of Common Stock 09/11/2018 3,375 9.9951
Purchase of Common Stock 09/12/2018 9,293 9.9949
Purchase of Common Stock 09/13/2018 172,270 9.9991
Purchase of Common Stock 09/14/2018 10,137 9.9994
Purchase of Common Stock 09/17/2018 71,501 10.0000
Purchase of Common Stock 09/17/2018 69,746 9.9999
Sale of Warrants 09/17/2018 (1,505,908) 0.6076

 

Legion Partners, L.P. II

Purchase of Common Stock 09/04/2018 75 9.9903
Purchase of Common Stock 09/06/2018 23 9.8990
Purchase of Common Stock 09/06/2018 609 9.9748
Purchase of Common Stock 09/07/2018 1,143 9.9421
Purchase of Common Stock 09/07/2018 818 9.9477
Purchase of Common Stock 09/10/2018 646 9.9989
Purchase of Common Stock 09/11/2018 166 9.9951
Purchase of Common Stock 09/12/2018 457 9.9949
Purchase of Common Stock 09/13/2018 8,430 9.9991
Purchase of Common Stock 09/14/2018 496 9.9994
Purchase of Common Stock 09/17/2018 3,499 10.0000
Purchase of Common Stock 09/17/2018 3,413 9.9999
Sale of Warrants 09/17/2018 (74,292) 0.6076