SC 13D/A 1 sc13da210737007_03202019.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D

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. 2)1

Farmer Bros. Co.

(Name of Issuer)

Common Stock, $1.00 par value per share

(Title of Class of Securities)

307675108

(CUSIP Number)

John A. Levin

Levin Capital Strategies, L.P.

595 Madison Avenue, 17th Floor

New York, NY 10022

(212) 259-0800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 14, 2019

(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. 307675108

  1   NAME OF REPORTING PERSON  
         
        Levin Capital Strategies, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC, 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         1,140,173  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          1,836,459  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,836,459  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        10.8%  
  14   TYPE OF REPORTING PERSON  
         
        IA  

  

2

CUSIP NO. 307675108

  1   NAME OF REPORTING PERSON  
         
        Levin Capital Strategies 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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,140,173  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          1,836,459  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,836,459  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        10.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

3

CUSIP NO. 307675108

 

  1   NAME OF REPORTING PERSON  
         
        Bi-Directional Disequilibrium Fund, L.P.  
  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         12,500  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          12,500  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        12,500  
  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  
         
        CO  

  

4

CUSIP NO. 307675108

 

  1   NAME OF REPORTING PERSON  
         
        LCS, 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         12,500  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          12,500  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        12,500  
  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  
         
        OO  

  

5

CUSIP NO. 307675108

 

  1   NAME OF REPORTING PERSON  
         
        Levcap Alternative Fund, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  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         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        0  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

6

CUSIP NO. 307675108

 

  1   NAME OF REPORTING PERSON  
         
        LCS Event Partners, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  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         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        0  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

7

CUSIP NO. 307675108

 

  1   NAME OF REPORTING PERSON  
         
        Safinia Partners, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  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         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        0  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

8

CUSIP NO. 307675108

 

  1   NAME OF REPORTING PERSON  
         
        LCS L/S, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  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         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        0  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

9

CUSIP NO. 307675108

 

  1   NAME OF REPORTING PERSON  
         
        John A. Levin  
  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  
         
        United States of America  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,140,173  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          1,836,459  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,836,459  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        10.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

10

CUSIP NO. 307675108

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the "Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

 

ITEM 2.IDENTITY AND BACKGROUND.

Item 2 is hereby amended to add the following:

On December 3, 2018, Levcap and Safinia were liquidated and are not deemed to beneficially own any Shares and shall cease to be Reporting Persons upon filing of this Amendment No. 2. LCSEP and LCSLS, as the former General Partners of Levcap and Safinia, respectively, ceased to beneficially own any Shares and shall cease to be Reporting Persons upon filing of this Amendment No. 2. In connection with the liquidations, Levcap and Safinia made pro-rata distribution of the Shares they beneficially owned to their general and limited partners. The remaining Reporting Persons will continue filing as a group, statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement (defined and described in Item 6).

ITEM 3.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 is hereby amended and restated as follows:

The Shares purchased by LCS were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,836,459 Shares owned directly by LCS is approximately $44,771,770, including brokerage commissions.

 

The Shares purchased by BiDD were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase price of the 12,500 Shares owned directly by BiDD is approximately $318,784, including brokerage commissions.

 

ITEM 5.INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a)-(d) are hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 17,002,529 Shares outstanding as of February 8, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2019.

A.LCS

(a)       As of the close of business on March 18, 2019, LCS beneficially owned 1,836,459 Shares.

Percentage: Approximately 10.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,140,173*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,836,459*

* See Item 5(d) for further discussion.

(c)The transactions in the Shares by LCS during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
11

CUSIP NO. 307675108

B.LCS GP
(a)As the General Partner of LCS, LCS GP is deemed to beneficially own the 1,836,459 Shares beneficially owned by LCS.

Percentage: Approximately 10.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,140,173*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,836,459*

* See Item 5(d) for further discussion.

(c)LCS GP has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by LCS during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
C.BiDD
(a)As of the close of business on March 18, 2019, BiDD beneficially owned 12,500 Shares.

Percentage: Less than 1.0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 12,500 *
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 12,500 *

* As the general partner to BiDD, LCSL has shared voting and dispositive power over these Shares. As the investment advisor to BiDD, LCS has shared voting and dispositive power over these Shares.

(c)The transactions in the Shares by BiDD during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
D.LCSL
(a)As the General Partner of BiDD, LCSL is deemed to beneficially own the 12,500 Shares beneficially owned by BiDD.

Percentage: Less than 1.0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 12,500*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 12,500*

* As the general partner to BiDD, LCSL has shared voting and dispositive power over these Shares. As the investment advisor to BiDD, LCS has shared voting and dispositive power over these Shares.

(c)LCSL has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by BiDD during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
12

CUSIP NO. 307675108

E.Levcap
(a)As of the close of business on March 18, 2019, Levcap does not beneficially own any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c)Levcap has not undertaken any transactions in the Shares during the past 60 days. In connection with its liquidation, Levcap made a pro-rata distribution of the Shares it beneficially owned to its general and limited partners.
F.LCSEP
(a)As the former General Partner of Levcap, LCSEP does not beneficially own any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c)LCSEP has not undertaken any transactions in the Shares during the past 60 days.
G.Safinia
(a)As of the close of business on March 18, 2019, Safinia does not beneficially own any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c)Safinia has not undertaken any transactions in the Shares during the past 60 days. In connection with its liquidation, Safinia made a pro-rata distribution of the Shares it beneficially owned to its general and limited partners.
13

CUSIP NO. 307675108

H.LCSLS
(a)As the former General Partner of Safinia, LCSLS does not beneficially own any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c)LCSLS has not undertaken any transactions in the Shares during the past 60 days.
I.John Levin
(a)As the Chief Executive Officer of LCS and the Managing Member of LCSL, Mr. Levin is deemed to beneficially own 1,836,459 Shares beneficially owned by LCS.

Percentage: Approximately 10.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,140,173*
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,836,459*

* See Item 5(d) for further discussion.

(c)Mr. Levin has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by LCS during the past 60 days 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)  Various separately managed accounts for whom LCS acts as investment manager have the right to receive dividends from, and the proceeds from the sale of 1,823,959 Shares. Dispositive power over such Shares is shared. Voting power over such Shares is deemed shared between such managed accounts and LCS with respect to 1,127,673 Shares.

 

ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is hereby amended to add the following:

On March 20, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

14

CUSIP NO. 307675108

 

ITEM 7.MATERIAL TO BE FILED AS EXHIBITS.

Item 7 is hereby amended to add the following exhibit:

 

99.1:Joint Filing Agreement, dated March 20, 2019.

15

CUSIP NO. 307675108

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 20, 2019

 

  Levin Capital Strategies, L.P.
   
  By:

/s/ John A. Levin

    Name: John A. Levin
    Title: Chief Executive Officer

  

  Levin Capital Strategies GP, LLC
   
  By: John A. Levin 2005 GRAT Separation Trust, as Managing Member
     
  By:

/s/ Elisabeth Levin

    Name: Elisabeth Levin
    Title: Trustee

 

  Bi-Directional Disequilibrium Fund, L.P.
   
  By: LCS, LLC, its General Partner
     
  By:

/s/ John A. Levin

    Name: John A. Levin
    Title: Managing Member

 

  LCS, LLC
   
  By:

/s/ John A. Levin

    Name: John A. Levin
    Title: Managing Member

 

  Levcap Alternative Fund, L.P
   
  By: LCS Event Partners, LLC, its General Partner
     
  By:

/s/ John A. Levin

    Name: John A. Levin
    Title: Managing Member

 

16

CUSIP NO. 307675108

  LCS Event Partners, LLC
   
  By:

/s/ John A. Levin

    Name: John A. Levin
    Title: Managing Member

 

  Safinia Partners, L.P.
   
  By: LCS L/S, LLC, its General Partner
     
  By:

/s/ John A. Levin

    Name: John A. Levin
    Title: Managing Member

 

  LCS L/S, LLC
   
  By:

/s/ John A. Levin

    Name: John A. Levin
    Title: Managing Member

 

 

/s/ John A. Levin

  John A. Levin

 

17

CUSIP NO. 307675108

 

Schedule A

Transactions in the Shares During the Past Sixty Days

 

Date Buy or Sell Quantity Price Per Share (before commission) Reporting Person
March 18, 2019 Buy 59,453 23.7 Levin Capital Strategies, L.P.
March 18, 2019 Buy 71 23.5 Levin Capital Strategies, L.P.
March 18, 2019 Buy 2,196 23.65 Levin Capital Strategies, L.P.
March 18, 2019 Buy 4,482 23.6656 Bi-Directional Disequilibrium Fund, L.P.
March 18, 2019 Buy 125,115 23.6338 Levin Capital Strategies, L.P.
March 15, 2019 Buy 47,312 23.7443 Levin Capital Strategies, L.P.
March 15, 2019 IA Termination1

388

--

Levin Capital Strategies, L.P.
March 14, 2019 Buy 8,243 23.7485 Levin Capital Strategies, L.P.
March 14, 2019 Buy 71,299 23.7491 Levin Capital Strategies, L.P.
March 14, 2019 Buy 200 23.85 Levin Capital Strategies, L.P.
March 14, 2019 Buy 89 23.75 Levin Capital Strategies, L.P.
March 13, 2019 Buy 900 24.0228 Levin Capital Strategies, L.P.
March 12, 2019 Buy 105 23.75 Levin Capital Strategies, L.P.
March 11, 2019 Buy 6,134 23.73 Levin Capital Strategies, L.P.
March 8, 2019 Buy 6,103 23.5671 Levin Capital Strategies, L.P.
March 12, 2019 Buy 15,289 23.5977 Levin Capital Strategies, L.P.
March 6, 2019 Buy 16,425 23.7421 Levin Capital Strategies, L.P.
March 5, 2019 Buy 5,956 23.7404 Levin Capital Strategies, L.P.
March 1, 2019 Buy 417 24 Levin Capital Strategies, L.P.
March 1, 2019 Buy 1,016 23.849 Levin Capital Strategies, L.P.
February 27, 2019 Buy 2,941 23.6952 Levin Capital Strategies, L.P.
February 22, 2019 Buy 628 23.79 Levin Capital Strategies, L.P.
February 21, 2019 Buy 1,710 23.845 Levin Capital Strategies, L.P
February 21, 2019 IA Termination1

80

--

Levin Capital Strategies, L.P
February 20, 2019 Buy 1,760 23.845 Levin Capital Strategies, L.P
February 19, 2019 Buy 373 23.8599 Levin Capital Strategies, L.P
February 15, 2019 Buy 7,032 24.24 Levin Capital Strategies, L.P
February 13, 2019 Buy 2,835 23.993 Levin Capital Strategies, L.P

 

CUSIP NO. 307675108

February 12, 2019 Buy 999 24.01 Levin Capital Strategies, L.P
February 12, 2019 Buy 20,995 23.8398 Levin Capital Strategies, L.P
February 12, 2019 Buy 356 24 Levin Capital Strategies, L.P
February 12, 2019 Buy 41,836 23.5867 Levin Capital Strategies, L.P
February 11, 2019 Buy 9,902 24.4916 Levin Capital Strategies, L.P
February 8, 2019 Buy 42,000 23.7 Levin Capital Strategies, L.P
February 7, 2019 IA Termination1 232 --- Levin Capital Strategies, L.P
February 7, 2019 Buy 1,330 24 Levin Capital Strategies, L.P
February 6, 2019 Buy 1,000 24.2879 Levin Capital Strategies, L.P
February 5, 2019 Buy 1,378 24.4945 Levin Capital Strategies, L.P
February 4, 2019 Buy 10,917 24.4858 Levin Capital Strategies, L.P
February 1, 2019 Buy 10,726 24.4973 Levin Capital Strategies, L.P
January 31, 2019 Buy 1,387 24.4915 Levin Capital Strategies, L.P
January 30, 2019 Buy 7,427 24.4883 Levin Capital Strategies, L.P
January 29, 2019 Buy 6,305 24.5063 Levin Capital Strategies, L.P
January 28, 2019 Buy 1,200 24.4875 Levin Capital Strategies, L.P
January 28, 2019 Buy 1000 24.497 Levin Capital Strategies, L.P
January 25, 2019 Buy 5,700 24.6155 Levin Capital Strategies, L.P
January 23, 2019 Buy 100 24.2 Levin Capital Strategies, L.P
January 22, 2019 Buy 100 24.25 Levin Capital Strategies, L.P

 

1 Represent a Managed Account that has closed. Accordingly, LCS ceased to serve as the investment manager for such Managed Account and as such, relinquished all voting and dispostive power over the shares held in the Managed Account.