0001571049-15-005500.txt : 20150707 0001571049-15-005500.hdr.sgml : 20150707 20150707090031 ACCESSION NUMBER: 0001571049-15-005500 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20150707 DATE AS OF CHANGE: 20150707 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS, L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Internap Corp CENTRAL INDEX KEY: 0001056386 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 912145721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56941 FILM NUMBER: 15975381 BUSINESS ADDRESS: STREET 1: ONE RAVINIA DRIVE, SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 404-302-9700 MAIL ADDRESS: STREET 1: ONE RAVINIA DRIVE, SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30346 FORMER COMPANY: FORMER CONFORMED NAME: INTERNAP NETWORK SERVICES CORP DATE OF NAME CHANGE: 20010918 FORMER COMPANY: FORMER CONFORMED NAME: INTERNAP NETWORK SERVICES CORP/WA DATE OF NAME CHANGE: 19990721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 S WACKER DRIVE SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-9600 MAIL ADDRESS: STREET 1: 300 S WACKER DRIVE SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 t82707_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 1)

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)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Internap Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

45885A300

(CUSIP Number)

Michael R. Murphy

Discovery Group I, LLC

300 South Wacker Drive

Suite 600

Chicago, Illinois 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 7, 2015

(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.

^*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. 45885A300

	1.	Names of Reporting Persons. Discovery Equity Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)

		(a)	☐
		(b)	☐

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

	6.	Citizenship or Place of Organization Illinois

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power None.

	8.	Shared Voting Power 3,014,593

	9.	Sole Dispositive Power None.

	10.	Shared Dispositive Power 3,014,593

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,014,593

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

	13.	Percent of Class Represented by Amount in Row (11) 5.5%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 45885A300

	1.	Names of Reporting Persons. Discovery Group I, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)

		(a)	☐
		(b)	☐

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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 None.

	8.	Shared Voting Power 3,014,593

	9.	Sole Dispositive Power None.

	10.	Shared Dispositive Power 3,014,593

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,014,593

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

	13.	Percent of Class Represented by Amount in Row (11) 5.5%

	14.	Type of Reporting Person (See Instructions) IA

CUSIP No. 45885A300

	1.	Names of Reporting Persons. Daniel J. Donoghue

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)

		(a)	☐
		(b)	☐

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power None.

	8.	Shared Voting Power 3,014,593

	9.	Sole Dispositive Power None.

	10.	Shared Dispositive Power 3,014,593

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,014,593

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

	13.	Percent of Class Represented by Amount in Row (11) 5.5%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 45885A300

	1.	Names of Reporting Persons. Michael R. Murphy

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)

		(a)	☐
		(b)	☐

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power None.

	8.	Shared Voting Power 3,014,593

	9.	Sole Dispositive Power None.

	10.	Shared Dispositive Power 3,014,593

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,014,593

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

	13.	Percent of Class Represented by Amount in Row (11) 5.5%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer

	This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Internap Corporation, a Delaware corporation (the “Company”), which has its principal executive offices at One Ravinia Drive, Suite 1300, Atlanta, Georgia 30346. This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 4, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on June 24, 2015 (the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 1.

Item 3.	Source and Amount of Funds or Other Consideration

	Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows: The total purchase price for the 3,014,593 shares of Common Stock beneficially owned by the Reporting Persons as of July 2, 2015 was approximately $28,516,863. The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.


Item 4.		Purpose of Transaction

		Item 4 of the Schedule 13D is hereby amended by the addition of the following as the fourth paragraph thereof: On July 7, 2015, Discovery Group is sending a letter to the Board of Directors of the Company (the “Board”) setting forth Discovery Group’s recommendation that the Company initiate a competitive process to sell the Company to a strategic acquirer and to engage a financial advisor to explore such a sale of the Company, and explaining Discovery Group’s reasons for its recommendation. The description of the aforementioned letter of Discovery Group contained herein is qualified in its entirety by reference to the full text of such letter, which is included as Exhibit 1 to this Amendment No. 1.

Item 5.		Interest in Securities of the Issuer

		Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: The information concerning percentages of ownership set forth below is based on 54,969,387 shares of Common Stock outstanding as of March 31, 2015 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. Discovery Equity Partners beneficially owns 3,014,593 shares of Common Stock as of July 2, 2015, which represents 5.5% of the outstanding Common Stock.


		Discovery Group beneficially owns 3,014,593 shares of Common Stock as of July 2, 2015, which represents 5.5% of the outstanding Common Stock. Mr. Donoghue beneficially owns 3,014,593 shares of Common Stock as of July 2, 2015, which represents 5.5% of the outstanding Common Stock. Mr. Murphy beneficially owns 3,014,593 shares of Common Stock as of July 2, 2015, which represents 5.5% of the outstanding Common Stock.. Discovery Group is the sole general partner of Discovery Equity Partners. Messrs. Donoghue and Murphy are the sole managing members of Discovery Group. As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by Discovery Equity Partners. The transactions in Common Stock effected by the Reporting Persons since those reported in the Schedule 13D filed by the Reporting Persons on June 24, 2015 are set out in Exhibit 2 hereto. No person other than Discovery Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

		Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows: There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 3 to this Amendment No. 1, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 4 and Exhibit 5, respectively, to this Amendment No. 1.
Item 7.		Material to Be Filed as Exhibits

		Exhibit 1: Letter dated July 7, 2015 of Discovery Group to the Board of Directors of the Company.

		Exhibit 2: List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on June 24, 2015.

		Exhibit 3: Joint Filing Agreement dated as of July 7, 2015, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

		Exhibit 4: Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

		Exhibit 5: Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

Signature

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.

	July 7, 2015
	Date

	DISCOVERY GROUP I, LLC, for itself and as general partner of DISCOVERY EQUITY PARTNERS, L.P. By: Michael R. Murphy*
	Signature

	Michael R. Murphy, Managing Member
	Name/Title

	Daniel J. Donoghue*
	Signature

	Daniel J. Donoghue
	Name/Title

	Michael R. Murphy*
	Signature

	Michael R. Murphy
	Name/Title

	*By: /s/ Mark Buckley
	Mark Buckley Attorney-in-Fact for Daniel J. Donoghue Attorney-in-Fact for Michael R. Murphy

Exhibit Index

Exhibit 1		Letter dated July 7, 2015 of Discovery Group to the Board of Directors of the Company.

Exhibit 2		List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on June 24, 2015.

Exhibit 3		Joint Filing Agreement dated as of July 7, 2015, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 4		Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

Exhibit 5		Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

EX-1 2 t82707_ex1.htm EXHIBIT 1

EXHIBIT 1

DISCOVERY GROUP LOGO

July 7, 2015

Board of Directors

Internap Corporation

c/o Corporate Secretary

One Ravinia Drive

Suite 1300

Atlanta, GA 30346

Dear Directors:

Discovery Group (“Discovery”) is a large shareholder of Internap Corporation (“Internap” or the “Company”) with ownership of approximately 5.5% of the outstanding shares. We have extensively researched Internap’s competitive advantages and growth opportunities, along with the related challenges and risks. Based on this research, it is Discovery’s recommendation that Internap’s Board of Directors immediately initiate a competitive process to sell the Company to a strategic acquirer.

Due to the Company’s declining non-core business segments as described below, lack of operating scale, and small stock market capitalization, we believe its shares will remain significantly undervalued in the public markets. With a record-setting M&A environment and robust industry consolidation, now is an ideal time to pursue a change-of-control event to capture unrecognized shareholder value.

Undervaluation in the Public Market

The Company’s efforts to reorient the business towards its higher-growth, higher-margin core data center services segment are to be commended. We also appreciate the Board of Directors’ proactive approach in addressing recent performance challenges with a management change. However, despite the Company’s progress on its strategic transition, Internap continues to trade at a significant discount to other publicly-traded data center companies, as evidenced below.

($ in millions)
			Enterprise Value /
	Market	Enterprise	2015P	2015P
Company	Capitalization	Value	Revenue	EBITDA

Equinix, Inc.	$15,341	$18,938	7.1	15.2
Digital Realty Trust Inc.	$9,358	$15,126	9.2	15.5
Akamai Technologies, Inc.	$12,483	$11,578	5.2	12.6
Zayo Group Holdings, Inc.	$6,168	$9,671	7.2	12.4
Rackspace Hosting, Inc.	$5,326	$5,207	2.6	7.7
DuPont Fabros Technology, Inc.	$1,952	$3,896	9.0	14.3
Cyrusone Inc.	$2,302	$3,265	8.3	16.6
Interxion Holding NV	$1,944	$2,466	6.4	14.6
QTS Realty Trust, Inc.	$1,544	$2,169	8.0	17.3
CoreSite Realty Corporation	$1,010	$1,778	5.7	11.5

*Mean*	$5,743	$7,409	*6.9x*	*13.8x*
*Median*	$3,814	$4,551	*7.2x*	*14.5x*

Internap Corporation	$533	$876	2.6x	10.0x

Source: Capital IQ as of market close on 7/2/2015

We believe there are several factors driving Internap’s undervaluation:

Declining non-core businesses: Although the Company now generates approximately 60% of its total revenues from its high-growth core data center services, Internap’s IP service and partner colocation businesses negatively impact the Company’s overall growth rate. Over the past three years, Internap’s annual revenue growth was 11%, compared with an average of 21% for the data center companies in the table above.

Lack of operating scale: Internap’s scale relative to its competitors results in a significant margin disadvantage. On an LTM basis, Internap generated a Gross Margin of 57% (versus 64% for other publicly traded data center companies) and an EBITDA margin of 22% (versus 44% for other publicly traded data center companies).

Orphan status as a small-cap public company: With a market capitalization of $533 million, Internap suffers from a number of challenges common to small-cap companies. These include smaller floats, lower trading volumes, and more limited research coverage relative to mid-cap and large-cap companies. The combination of these factors, especially when joined with a business transition and/or underperformance, leads to low institutional investor interest and chronic undervaluation.

While Internap has demonstrated an ability to grow the business and drive margin expansion in recent years, it continues to lag the overall industry, as highlighted above. It is uncertain if, and when, the Company can ultimately close the gap with its competitors. Until that occurs, we believe its public market valuation will continue to suffer.

Active M&A Market

The current M&A environment is extremely strong, particularly for strategic combinations in consolidating industries. As noted in the Wall Street Journal on June 26, M&A activity in 2015 is “on pace to challenge the biggest year on record, 2007.” The majority of this activity is being driven by strategic acquisitions, as corporate buyers “tend to be able to pay more” than private equity buyers.

The data center services industry is experiencing a wave of consolidation, largely involving targets that have one or more of the following characteristics: an attractive geographic footprint, company-controlled data centers, and high-performance hybrid service offerings to a diversified, global customer base. Notable recent transactions include NTT’s acquisition of e-shelter, Equinix’s acquisition of Telecity, Zayo Group’s acquisition of Latisys, and Shaw Communications acquisition of ViaWest. All of these transactions were consummated at valuation multiples well in excess of where Internap trades today, as indicated in the table below.

Date			Enterprise	EV / LTM
Announced	Acquiror Name	Target Name	Value	Sales	EBITDA
5/7/2015	Equinix, Inc.	Telecity Group plc	$4,048	7.6x	16.2x
5/6/2015*	QTS Realty Trust	Carpathia Hosting, Inc.	$326	3.6x	10.2x
4/28/2015*	CyrusOne LP	Cervalis, LLC	$400	5.7x	-
3/3/2015*	NTT Communications Corporation	e-shelter GmbH & Co. KG	$962	-	-
2/11/2015	Telecity Group plc	Interxion Holding NV	$2,613	6.8x	16.7x
1/14/2015*	Zayo Group, LLC	Latisys Holdings, LLC	$678	6.1x	13.5x
7/31/2014*	Shaw Communications, Inc.	ViaWest, Inc.	$1,200	7.1x	17.4x
6/16/2014	Level 3 Communications, Inc.	TW Telecom Inc.	$7,370	4.6x	14.2x
10/28/2013*	NTT Communications Corporation	RagingWire Data Centers Inc.	$438	5.1x	-
6/4/2013*	International Business Machines Corporation	SoftLayer Technologies, Inc.	$1,977	4.4x	-
12/21/2012	Cogego Cable Inc.	Peer 1 Network Enterprises, Inc	$600	4.2x	20.0x
6/26/2012*	Digital Realty Trust Inc.	Sentrum Limited	$1,117	-	-
4/27/2011	CenturyLink, Inc.	SAVVIS, Inc.	$2,963	3.0x	12.9x
2/1/2011	Time Warner Cable Inc.	NaviSite Inc.	$293	2.3x	11.1x
1/27/2011	Verizon Communications Inc.	Terremark Worldwide, Inc.	$1,783	5.6x	23.8x
5/28/2010	SAVVIS, Inc.	Fusepoint, Inc.	$161	3.5x	15.1x

*Denotes private Target; transaction values and revenue multiples are estimates			*Mean*	5.1x	15.6x
Source: Capital IQ			*Median*	4.9x	15.1x

Internap is an Attractive Acquisition Candidate

During conversations with former CEO Eric Cooney, we developed the understanding that the future of Internap is NOT as an industry consolidator, but as a niche player providing a valuable service to a distinct segment of the market. We also came to believe that Internap’s assets and service offerings would be even more valuable as part of a larger organization that could better leverage Internap’s competitive advantages.

We believe that Internap is a compelling acquisition target for a number of reasons:

•

Well Located Company-Controlled Data Centers: Internap operates 16 state-of-the-art, company-controlled data center facilities across most major U.S. markets.

•

Market Leading Data Center Technology: Internap’s data center services technology includes unique and differentiated product offerings that have been difficult for competitors to develop and provision. The technology is particularly attractive to customers with demanding performance requirements.

•

High-Performance IP Services Technology: Internap’s patented MIRO technology provides customers with high-performance and highly reliable delivery of content, applications and communications. Internap management has indicated that, when bundled with the Company’s data center technology, the MIRO technology increases Internap’s value proposition to its customers and creates a key differentiating feature from competitors.

•

Potential to Capitalize on Low Capacity Utilization: Internap’s company-controlled data centers are operating at only 54% capacity utilization, vs. an estimated 80-90% for its competitors, based on publicly available information. New CEO Michael Ruffolo indicated during the Company’s recent Investor Meeting that Internap’s goal is to increase capacity utilization to approximately 70% by the end of 2016. We believe a strategic acquirer could more quickly address Internap’s low capacity utilization by leveraging a larger and more focused sales force.

Multiple Potential Acquirers

Our industry due diligence and market intelligence suggest that there are a number of companies that would likely be interested in acquiring Internap:

•

Wholesale and Retail Colocation Data Center Companies: Several data center companies that historically have been more focused on real estate have publicly indicated an interest in developing higher value, hybrid service capabilities. Examples of these companies include Equinix, Digital Realty Trust, and CyrusOne. An acquisition of Internap would significantly accelerate the development of those capabilities and give an acquirer market-leading technology along with a large existing customer base across a range of hybrid services.

•

Managed Hosting and Cloud Services Companies: A number of Internap’s direct competitors could be interested in an acquisition of the Company to further consolidate their market position in managed hosting and cloud services. These include companies such as Rackspace, IBM, Akamai, and Level 3 Communications. A combination of Internap with any of these companies could lead to significant cross-selling and cost saving opportunities.

•

Telecommunications Companies: A number of U.S. telecommunications companies have already developed robust data center capabilities, both through M&A and organic growth. We believe these companies could look to expand their capabilities and service offerings. Examples include CenturyLink, Verizon, AT&T, Sprint, Frontier, Windstream, Consolidated Communications, Time Warner Cable and Comcast. Additionally, several foreign telecommunications companies have been aggressively expanding their data center service offerings through M&A, including NTT, Shaw Communications and Cogeco. Internap’s extensive U.S. footprint could be particularly attractive to buyers with only a limited presence in the U.S.

Conclusion

Discovery invested in Internap because of its leading technology position in the high-growth data center services industry. However, the Company lags the industry in terms of growth and margins and as a result remains significantly undervalued in the public markets. Discovery believes that a sale of the Company represents the most attractive path to realizing its intrinsic value. By engaging a financial advisor to explore a sale of Internap, we believe that shareholders will achieve an outcome that is far superior to, and presents significantly less risk than, the status quo.

Sincerely,

/s/ Mark Buckley
Mark Buckley
Partner

EX-2 3 t82707_ex2.htm EXHIBIT 2

EXHIBIT 2

TRANSACTIONS DURING PAST 60 DAYS

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since those reported in the Schedule 13D filed by the Reporting Persons on June 24, 2015. Such transactions involved the purchase of shares on the NASDAQ Global Select Market. The prices reported below reflect the weighted average purchase price of the shares of Common Stock purchased on the relevant date. The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.

Date	Type	Price			Shares
6/24/2015	Purchase	$	9.2104	¹	14600
6/25/2015	Purchase	$	9.3683	²	3383
6/26/2015	Purchase	$	9.4016	³	37500
6/29/2015	Purchase	$	9.3444	⁴	28114
6/30/2015	Purchase	$	9.1861	⁵	20475
7/1/2015	Purchase	$	9.1222	⁶	15411
7/2/2015	Purchase	$	9.2433	⁷	7500

¹This transaction was executed in multiple trades at prices ranging from $9.19 – 9.25.

²This transaction was executed in multiple trades at prices ranging from $9.36 – 9.40.

³This transaction was executed in multiple trades at prices ranging from $9.24 – 9.45.

⁴This transaction was executed in multiple trades at prices ranging from $9.30 – 9.40.

⁵This transaction was executed in multiple trades at prices ranging from $9.09 – 9.25.

⁶This transaction was executed in multiple trades at prices ranging from $9.09 – 9.21.

⁷This transaction was executed in multiple trades at prices ranging from $9.18 – 9.30.

EX-3 4 t82707_ex3.htm EXHIBIT 3

EXHIBIT 3

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 1 to Schedule 13D to which this Agreement is attached.

Dated: July 7, 2015


	DISCOVERY GROUP I, LLC,
	for itself and as general partner of
	DISCOVERY EQUITY PARTNERS, L.P.

	By	Michael R. Murphy*
		Michael R. Murphy
		Managing Member

	Daniel J. Donoghue*
	Daniel J. Donoghue

	Michael R. Murphy*
	Michael R. Murphy

	*By:	/s/ Mark Buckley
		Mark Buckley
		Attorney-in-Fact for Daniel J. Donoghue
		Attorney-in-Fact for Michael R. Murphy

EX-4 5 t82707_ex4.htm EXHIBIT 4

EXHIBIT 4

POWER OF ATTORNEY

The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.


	/s/ Daniel J. Donoghue
	Daniel J. Donoghue

STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 28th day of April, 2008.

	/s/ Kareema M. Cruz
	Notary Public

EX-5 6 t82707_ex5.htm EXHIBIT 5

EXHIBIT 5

POWER OF ATTORNEY

The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.


	/s/ Michael R. Murphy
	Michael R. Murphy

STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 28th day of April, 2008.


	/s/ Kareema M. Cruz
	Notary Public

GRAPHIC 7 t82707001_v1.jpg GRAPHIC begin 644 t82707001_v1.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````/```_^X`#D%D M;V)E`&3``````?_;`(0`!@0$!`4$!@4%!@D&!08)"P@&!@@+#`H*"PH*#!`, M#`P,#`P0#`X/$`\.#!,3%!03$QP;&QL<'Q\?'Q\?'Q\?'P$'!P<-#`T8$!`8 M&A41%1H?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\?'Q\? M'Q\?'Q\?'Q\?_\``$0@`,0#<`P$1``(1`0,1`?_$`'D```(#`0$!`0`````` M```````'!`4&`P(!"`$!`````````````````````!```0,#`P,"!`0#!0D` M`````@$#!!$%!@`A$C$3!T$446$B,G$S%0B!D4*A8B,D%K%28W.S-'4V%Q$! M`````````````````````/_:``P#`0`"$0,1`#\`_5.@ILIS#'\7MKMPO,I& M&6P-S@**;A""5+B`HI+2J57HGJN@6J^?"O&)WV_V&U/1(-J9,VI=Q;>XOJ@* MJ=OVX.MI0J(O-Q.N@Z8SY=R5IV-!N^..#:1C-JUDI/(U$<46151-QT4;%PB7 MBB*:)RT#$Q[,;!?G9$:#)%+C"HD^W&0^X84MT[@B1)1?0A517T707>@-!PD7 M"!&<1N1):9<).0@X8BJITJB*J;:#Q&NUJE.DU%F,/NC]S;3H&2?B@JJZ"5H( MKUVM3)FV],8;-O\`,`W0%1VKNBKMH)(D)"A"J$))423=%1=!7.Y-C;5Q2V.W M6&WX0 MUT$J++B2V!D17FY#!I4'6B0P)%]4(55%T'0B$14B5$%$JJKLB)H*ZW9-C=SD M'&MMVAS9#:*KC,:0TZ8HBT6H@1*F@L'GFF6R=>,6V@2IN&J"*)\55=M!RCW" M!)-0CR6GC%.1"V8DJ)\51%70?&+C;Y#G;CRF7G$154&W!(J)LNR*N@^/7.VL M.*T_+9:=%$4@-P!)$7HJHJUT!&N=MDN*U&ELON(G)0;<$RXIM6@JNV^@]R)L M.-Q]R^VQSKP[AB%:=:B56F@YM7&WN@X;4IIP&4J\0F*H"4K4E1=MD]=!Q_7;)R MX?J$;G3EQ[S=:?&E=!QR:^A8K))N2QW)CK0TC06$Y/2'BV;9:'U(RVT"-P^] M9`^$/(?)#(+8\QDDW%'[!$^7^5BRN2(HLEP56@4N!+]^ZIH+;]T.11(GB]JU M1"1D[E+:86,B<"%IA%>,5#:E%$$_CH-3XVO]MM^(/K=I+46WPF&7G7GR06Q! MQM$+DI;=1T&!#%[+?LJ3R%AT.5C]KA(XZ[+B*C3TX251*4W%-%!&.J^BO(A; M)1%4''@>9VW+;%^HP9#4E6'G(DIUBO:)YE:$37+?MFBH85_I5-!HM`GOW2Q( MKGC49!L@4AJ?%1MY113%"(D5$+JB+H-I?_&^(WZP+">MS,9U6JQIL4!8?8=X MT%QMQM!)%%=!0_M^S2\95@7=O+BR+C;)3MO>F%2KR-()"941$Y<305_"N@J? M)=JMC_FOQSWXC+GN%N"O\@%>XK30*'.J?5Q7I70-Q]MQ8KC490XSLA`7U5H%.G]F@6/@2S1+QB09M>T;NF2WYQUV5/>1'"; M;%Q1".VB_2V`(/VBB:!@V7$[-9;IN@O/,6%629@E MRN,:,W!N]CC.3[3<8R(R\P[&%7$X&'%:+QIQZ:"U\7Y"]EWC>S7:YM"X].C< M)@F**+AMD3)DHJE*&HZOQ4M]!COW$ M,06KO@4UR&DAQ+T`NBVTCCSK:"B]I!ZG6FPZ#88F_C]SRZ9)AX^[99=MAMMH M\_&]FZ\W+,B(5;1/J`58'BJ^M=!#_<+&C.^(,B<=:`W&6`)DR%%4"5YM*BJ_ M:OX:!>3%MV4.8)C>,P'+5F%N"%=';L^Q[-6X+0(+Q-D2"4CN%2@HBHM-]`_; MO9[9>+;(MESC!+@R@5M]AQ*H0DE%_!?@J;IH$9BIY'XYR.X^+F(GOVKVAOXA M<#`.``=5>]U77<]U MTIR[OU[#BH6Q#57.WQ1$1=Z:#EF'D#&HWZ1:Y%N;OK<%6)$Z*;Q-, M\P:^ELB;JI*BE4A7;T70,[$_W4>/O:`S=H4NU/E^8K8"_'%$2@B"MJAH(BB( MB=OIH)?A&5AN5K_`$R* MQ:;(;S:-/7493\QQI%2A&RPL=@5*GV\CIH+O`\*M6%XS%L%L4C98Y&[(.VY M5T#"EMS'K<\VR:1ICK)"VXGU(VZ0JB$E4WXE\M`M\LP_-,VQ&!C=]@0H\P'H MY7"]B_W4%&#$G'8K:-@?-Y!5.)<4&O5=`S'(S+L8HSH\V#!6S`M^0*G%47\4 MT"TPO"LR\=O3+18VH][Q!]XY,%AY]8TR(;FY-U4'`=#9-ZHOKH-=BS68G+N4 M_)/;QTDDV-NML1TWP89;%>2FX0-1O&\^]WNSY=CDMN%EEA M54BK)0EC2&25>3#W&I"B\RH2(O7^0?/2(42PQ+@'9O$\)2RG48 M+9P(K:--HI&FW)Q4I\%T&SLUH@6:TP[3;V^U"@L@Q';^`-IQ2J^J_%=!@_*O MC.Y95>L=NMHDC#DP'7(MT=55$W+9*3C(`5HM5X\D1/[R[Z!BQX[,=AN.P"-L M,@+;38I1!`4H(HGP1$T"U\LX9FV3W;'7[&S`%BP30N*.2Y#H$Z8T_P`+@#)\ M4V^[DOX:#0,N>29=WM_N(-MM=L!Q3N;K$IR7(=;$"X--B<9@117%2JUK3IH. M/ES&\ARC"9^.65N,KMS!&G9$IXVA:$3$^2"#;O-5XTIMH,U?/&.4W3&<=F1E MAVG/,3[06N8#KC\9UIL!`VW55MLD!RE:<%I_%=`R[*Y>'+8P=Y88C7)47W+4 M5PGF4)%5*@9@T2HJ;[CMTWT&!RC$\YG>4;%EEOAP#@6%F1'!EZ6ZVZ^,H.)% M08YBWQKLE2KH&35SM5XIW>->%=N5.G*G]M-`F/.UHP6U%;KS>X3[<6F@I-.-/J'^&@\X9F7> M?N]NFV@[D=L21*%Z+'!UWV[3M"[@T38.2?5\.N@=N$X3BF48_"OT22R_"F@A MB#3#2$"_U-FJ\J&"[$E-!"\>XN\[Y*O[LR'#/Z>2* M?8-1KZ=-`Y!%!1!%*(FR(G1$T&5\B^0K9A-F:FR67)LV:\,6V6UG\V1(/[01 M5KQ3XEZ:#DDCRK^D%,6-9TN7!3&T(4A4KU[:RZTY?/LTK_/07V.W21=;#`N, MB*4*3+8!UZ(=>33A)]0+5!7Z5VZ:##VO/H[ M:"1GGD!C&'+9;HL0KGD-\>]O:;:!<$,D5.;CIT+MM-H52+BN@@Y5D7DC&K,M M\.W6^\Q(@]VYP8:OLR&VDW,V3<[@N\$W6HALF@T^+Y+:,FL,.^6AWO0)K:.- M$M$(?0@-$5>)"NQ)\=!DK/G>4R_)\_"9,."#5MB-SWIS9NJ3C3I"(@+:I])? M5O4E306&1Y-E5MS&Q6:'$A/V^^./`DIPW1=82.SW7.0(BH?)$7C14^>@N\JN M%SMN/SKE;@9=D0F7)*M2%-`,&@4R'D&Z*M-EHN@6K/E_-7?&,?R(U98,BV4- MR=;@?="0VRVZK1&#BB0']M:430-.R76/>+-`NT9%2/<([4IE"^Y`>!#%%^=" MT$W0&@-`:`T!H#0&@S^>X;;LPQ:98IP"0/HA,F:*O!T%Y`6U"3?9:+6BKH%+ M+SAP;C'\91[FF,OMBH#E-!JY?C7&<1 MQ1INR1U[J/BY,GN+W)$@G*HINNKN7U+MZ)Z:##_M@Q479.69`^V0]R8L*%(' M8D[9DX\@K\%4@JG1?702\Q+(,.:OL?Q[QEQ[\8,/16$5&8MP?-6W'HE*AW"' M\UH%HWL>R;:!I^-<3G8UBD*%0`@`T*IU!H4XC_/JJZ#4Z M!->?TD6N_8-F#S;C]DL5RK$?EVQ%X$,1J M2JJJE:*N@3A6F]W7S;Y&BV*[NVBZ+:HGM9#*-JBN=AM!0^8FJ#R]1HJ:#3?M M^NMC=Q>3:FX@V[)[;(<:R:*9$3/!*\HX=!87N M28+=PGRP'?M1R81@#/X$ M,?M4FZN1+`^#X7.!';!')`I+<)0]PJJ38DFQ(*5^>@=L&%%@PH\*(VC,6*V# M+#0]!;;%!$4_!$T';0&@-`:`T!H#0&@-!G1+2Q?'\>&9*>N$EZ*ZX1FW)<,^V3(HPB*HD-:N%TT M#$P/QGCN&6]B+`5^6\PA<)4QPG3%75Y.]H5^AI#)54D!$KZUT&MT!H.-H0!:!2,:\B@]Y_V:U6M/:=SV]* M^G"F@U$2'$AQ6HD-EN/%9%`98:%`;`4Z"(C1$3\-!2PO'^%P;I^JQ+0PQ<^7 M)9@(J.DO7ZCK4OXZ"2F(8NE^7(!MD<;V24*X"""\24XT(DI7;;?03[C;;?0/-K_PWFU!P/X%H.F/XCCF/ M`X-H@A&-ZG?>52=>