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.
|
1
|
|
NAME OF REPORTING PERSONS
VIEX Opportunities Fund, LP – Series One*
|
|||||||||||||
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
- 0 -
|
|||||||||||
|
8
|
|
SHARED VOTING POWER
1,357,934
|
||||||||||||
|
9
|
|
SOLE DISPOSITIVE POWER
- 0 -
|
||||||||||||
|
10
|
|
SHARED DISPOSITIVE POWER
1,357,934
|
||||||||||||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,357,934
|
|||||||||||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||||||||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
|
|||||||||||||
14
|
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TYPE OF REPORTING PERSON
PN
|
*
|
This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.
|
1
|
|
NAME OF REPORTING PERSONS
VIEX Special Opportunities Fund II, LP
|
|||||||||||||
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
- 0 -
|
|||||||||||
|
8
|
|
SHARED VOTING POWER
2,258,598*
|
||||||||||||
|
9
|
|
SOLE DISPOSITIVE POWER
- 0 -
|
||||||||||||
|
10
|
|
SHARED DISPOSITIVE POWER
2,258,598*
|
||||||||||||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,258,598*
|
|||||||||||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||||||||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
|
|||||||||||||
14
|
|
TYPE OF REPORTING PERSON
PN
|
*
|
Includes 453,700 Shares underlying call options currently exercisable as were further described in Item 6.
|
1
|
|
NAME OF REPORTING PERSONS
VIEX GP, 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
- 0 -
|
|||||||||||
|
8
|
|
SHARED VOTING POWER
1,357,934
|
||||||||||||
|
9
|
|
SOLE DISPOSITIVE POWER
- 0 -
|
||||||||||||
|
10
|
|
SHARED DISPOSITIVE POWER
1,357,934
|
||||||||||||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,357,934
|
|||||||||||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||||||||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
|
|||||||||||||
14
|
|
TYPE OF REPORTING PERSON
OO
|
1
|
|
NAME OF REPORTING PERSONS
VIEX Special Opportunities GP II, 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
- 0 -
|
|||||||||||
|
8
|
|
SHARED VOTING POWER
2,258,598*
|
||||||||||||
|
9
|
|
SOLE DISPOSITIVE POWER
- 0 -
|
||||||||||||
|
10
|
|
SHARED DISPOSITIVE POWER
2,258,598*
|
||||||||||||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,258,598*
|
|||||||||||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||||||||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
|
|||||||||||||
14
|
|
TYPE OF REPORTING PERSON
OO
|
*
|
Includes 453,700 Shares underlying call options currently exercisable as were further described in Item 6.
|
1
|
|
NAME OF REPORTING PERSONS
VIEX Capital Advisors, 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
- 0 -
|
|||||||||||
|
8
|
|
SHARED VOTING POWER
3,616,532*
|
||||||||||||
|
9
|
|
SOLE DISPOSITIVE POWER
- 0 -
|
||||||||||||
|
10
|
|
SHARED DISPOSITIVE POWER
3,616,532*
|
||||||||||||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,616,532*
|
|||||||||||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||||||||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
|
|||||||||||||
14
|
|
TYPE OF REPORTING PERSON
IA
|
*
|
Includes 453,700 Shares underlying call options currently exercisable as were further described in Item 6.
|
1
|
|
NAME OF REPORTING PERSONS
Eric Singer
|
|||||||||||||
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
- 0 -
|
|||||||||||
|
8
|
|
SHARED VOTING POWER
3,616,532*
|
||||||||||||
|
9
|
|
SOLE DISPOSITIVE POWER
- 0 -
|
||||||||||||
|
10
|
|
SHARED DISPOSITIVE POWER
3,616,532*
|
||||||||||||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,616,532*
|
|||||||||||||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|||||||||||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
|
|||||||||||||
14
|
|
TYPE OF REPORTING PERSON
IN
|
*
|
Includes 453,700 Shares underlying call options currently exercisable as were further described in Item 6.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of the Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A. Series One
|
||
(a)
|
|
As of the close of business on August 20, 2019, Series One beneficially owned 1,357,934 Shares.
|
|
Percentage: Approximately 4.3%
|
|
(b)
|
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,357,934
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 1,357,934
|
|
(c)
|
|
Other than as previously disclosed in the Schedule 13D, the transactions in the Shares by Series One during the past sixty days are set
forth in Item 6 and are incorporated herein by reference.
|
B. VSO II
|
||
(a)
|
|
As of the close of business on August 20, 2019, VSO II beneficially owned 2,258,598 Shares*.
|
|
Percentage: Approximately 7.0%
|
|
(b)
|
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,258,598*
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 2,258,598*
|
|
(c)
|
Other than as previously disclosed in the Schedule 13D, the transactions in the Shares by VSO II during the past sixty days are set
forth in Item 6 and are incorporated herein by reference.
|
*
|
Includes 453,700 Shares underlying call options currently exercisable.
|
C. VIEX GP
|
||
(a)
|
|
VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,357,934 Shares beneficially owned by Series
One.
|
|
Percentage: Approximately 4.3%
|
|
(b)
|
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,357,934
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 1,357,934
|
|
(c)
|
|
VIEX GP has not entered into any transactions in the Shares during the past sixty days. Other than as previously disclosed in the
Schedule 13D, the transactions in the Shares on behalf of Series One during the past sixty days are set forth in Item 6 and are incorporated herein by reference.
|
D. VSO GP II
|
||
(a)
|
|
VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 2,258,598 Shares* beneficially owned by VSO II.
|
|
Percentage: Approximately 7.0%
|
|
(b)
|
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,258,598*
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 2,258,598*
|
|
(c)
|
|
VSO GP II has not entered into any transactions in the Shares during the past sixty days. Other than as previously disclosed in the
Schedule 13D, the transactions in the Shares on behalf of VSO II during the past sixty days are set forth in Item 6 and are incorporated herein by reference.
|
*
|
Includes 453,700 Shares underlying call options currently exercisable.
|
E. VIEX Capital
|
||
(a)
|
|
VIEX Capital, as the investment manager of Series One and VSO II, may be deemed the beneficial owner of the (i) 1,357,934 Shares
beneficially owned by Series One and (ii) 2,258,598 Shares beneficially owned by VSO II.
|
|
Percentage: Approximately 11.3%
|
|
(b)
|
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 3,616,532*
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 3,616,532*
|
|
(c)
|
|
VIEX Capital has not entered into any transactions in the Shares during the past sixty days. Other than as previously disclosed in the
Schedule 13D, the transactions in the shares on behalf of each of Series One and VSO II during the past sixty days are set forth in Item 6 and are incorporated herein by reference.
|
*
|
Includes 453,700 Shares underlying call options currently exercisable.
|
F. Eric Singer
|
|||
(a)
|
|
Mr. Singer, as the managing member of VIEX GP, VSO GP II and VIEX Capital, may be deemed the beneficial owner of the (i) 1,357,934
Shares beneficially owned by Series One and (ii) 2,258,598 Shares beneficially owned by VSO II.
|
|
|
Percentage: Approximately 11.3%
|
(b)
|
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 3,616,532*
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 3,616,532*
|
|
(c)
|
|
Mr. Singer has not entered into any transactions in the Shares during the past 60 days. Other than as previously disclosed in the
Schedule 13D, the transactions in the shares on behalf of each of Series One and VSO II during the past sixty days are set forth in Item 6 and are incorporated herein by reference.
|
*
|
Includes 453,700 Shares underlying call options currently exercisable.
|
(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 |
VIEX Opportunities Fund, LP – Series One
|
||||
By:
|
|
VIEX GP, LLC
General Partner |
||
By:
|
|
/s/ Eric Singer
|
||
|
Name:
|
|
Eric Singer
|
|
|
Title:
|
|
Managing Member
|
|
VIEX GP, LLC
|
||||
By:
|
|
/s/ Eric Singer
|
||
|
Name:
|
|
Eric Singer
|
|
|
Title:
|
|
Managing Member
|
|
VIEX Special Opportunities Fund II, LP
|
||||
By:
|
|
VIEX Special Opportunities GP II, LLC
General Partner
|
||
By:
|
|
/s/ Eric Singer
|
||
|
Name:
|
|
Eric Singer
|
|
|
Title:
|
|
Managing Member
|
|
VIEX Special Opportunities GP II, LLC
|
||||
By:
|
|
/s/ Eric Singer
|
||
|
Name:
|
|
Eric Singer
|
|
|
Title:
|
|
Managing Member
|
|
VIEX Capital Advisors, LLC
|
||||
By:
|
|
/s/ Eric Singer
|
||
|
Name:
|
|
Eric Singer
|
|
|
Title:
|
|
Managing Member
|
|
/s/ Eric Singer
|
||||
Eric Singer
|