CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
9401 Wilshire Blvd, Suite 705
Beverly Hills, CA 90212
(310) 729-8588
|
MELISSA DA RONCO
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM100 Waterfront Place, MS 04
West Sacramento, CA 95605
(916) 414-7551
|
1
|
NAME OF REPORTING PERSON
Legion Partners, L.P. I
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
311,798
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
311,798
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,798
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Legion Partners Special Opportunities, L.P. I
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
580,700
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
580,700
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,700
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Legion Partners, L.P. II
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
35,101
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
35,101
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,101
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Legion Partners, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
927,599
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
927,599
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,599
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Legion Partners Asset Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
927,599
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
927,599
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,599
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Legion Partners Holdings, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
927,799
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
927,799
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,799
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Christopher S. Kiper
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
927,799
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
927,799
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,799
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Bradley S. Vizi
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
927,799
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
927,799
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,799
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Raymond White
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
927,799
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
927,799
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,799
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
California State Teachers’ Retirement System
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
California Government Pension Plan
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
33,279
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
22,210
|
||
10
|
SHARED DISPOSITIVE POWER
11,069
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,279
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
EP
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Legion Partners, L.P. I, a Delaware limited partnership (“Legion Partners I”);
|
|
(ii)
|
Legion Partners Special Opportunities, L.P. I, a Delaware limited partnership (“Legion Partners Special I”);
|
|
(iii)
|
Legion Partners, L.P., II, a Delaware limited partnership (“Legion Partners II”);
|
|
(iv)
|
Legion Partners, LLC, a Delaware limited liability company (“Legion Partners LLC”), which serves as the general partner of each of Legion Partners I, Legion Partners Special I and Legion Partners II;
|
|
(v)
|
Legion Partners Asset Management, LLC, a Delaware limited liability company (“Legion Partners Asset Management”), which serves as the investment advisor of each of Legion Partners I, Legion Partners Special I and Legion Partners II;
|
|
(vi)
|
Legion Partners Holdings, LLC, a Delaware limited liability company (“Legion Partners Holdings”), which serves as the sole member of Legion Partners Asset Management and managing member of Legion Partners LLC;
|
|
(vii)
|
Christopher S. Kiper, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings;
|
|
(viii)
|
Bradley S. Vizi, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings;
|
|
(ix)
|
Raymond White, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings; and
|
|
(x)
|
California State Teachers’ Retirement System (“CalSTRS”), a California Government Employee Benefit Plan.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Legion Partners I
|
|
(a)
|
As of the close of business on April 8, 2015, Legion Partners I beneficially owned directly 311,798 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 311,798
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 311,798
|
|
(c)
|
The transactions in the Shares by Legion Partners I during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Legion Partners Special I
|
|
(a)
|
As of the close of business on April 8, 2015, Legion Partners Special I beneficially owned directly 580,700 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 580,700
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 580,700
|
|
(c)
|
The transactions in the Shares by Legion Partners Special I during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
Legion Partners II
|
|
(a)
|
As of the close of business on April 8, 2015, Legion Partners II beneficially owned directly 35,101 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 35,101
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 35,101
|
|
(c)
|
The transactions in the Shares by Legion Partners II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Legion Partners LLC
|
|
(a)
|
As the general partner of each of Legion Partners I, Legion Partners Special I, and Legion Partners II, Legion Partners LLC may be deemed the beneficial owner of the (i) 311,798 Shares owned by Legion Partners I, (ii) 580,700 Shares owned by Legion Partners Special I and (iii) 35,101 Shares owned by Legion Partners II.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 927,599
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 927,599
|
|
(c)
|
Legion Partners LLC has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners Special I and Legion Partners II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Legion Partners Asset Management
|
|
(a)
|
Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners Special I, and Legion Partners II may be deemed the beneficial owner of the (i) 311,798 Shares owned by Legion Partners I, (ii) 580,700 Shares owned by Legion Partners Special I and (iii) 35,101 Shares owned by Legion Partners II.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 927,599
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 927,599
|
|
(c)
|
Legion Partners Asset Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners Special I and Legion Partners II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Legion Partners Holdings
|
|
(a)
|
As of the close of business on April 8, 2015, Legion Partners Holdings beneficially owns 200 Shares directly. As the sole member of Legion Partners Asset Management and managing member of Legion Partners LLC, Legion Partners Holdings may also be deemed the beneficial owner of the (i) 311,798 Shares owned by Legion Partners I, (ii) 580,700 Shares owned by Legion Partners Special I and (iii) 35,101 Shares owned by Legion Partners II.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 927,799
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 927,799
|
|
(c)
|
Legion Partners Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners Special I and Legion Partners II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
Messrs. Kiper, Vizi and White
|
|
(a)
|
Each of Messrs. Kiper, Vizi 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) 311,798 Shares owned by Legion Partners I, (ii) 580,700 Shares owned by Legion Partners Special I, (iii) 35,101 Shares owned by Legion Partners II and 200 Shares owned by Legion Partners Holdings.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 927,799
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 927,799
|
|
(c)
|
None of Legion Partners Holdings, Messrs. Kiper, Vizi or White has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners Special I and Legion Partners II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
H.
|
CalSTRS
|
|
(a)
|
As of the close of business on April 8, 2015, CalSTRS beneficially owned 33,279 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 22,210
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 22,210
|
|
4. Shared power to dispose or direct the disposition: 11,069*
|
|
(c)
|
The transactions in the Shares by CalSTRS during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
|
Item 6 is hereby amended to add the following:
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joinder Agreement by and among Legion Partners, L.P. I, Legion Partners Special Opportunities, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, Bradley S. Vizi, Raymond White and California State Teachers’ Retirement System, dated April 9, 2015.
|
Legion Partners, L.P. I
|
|||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Director
|
Legion Partners Special Opportunities, 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:
|
/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
|
/s/ Christopher S. Kiper
|
|
Christopher S. Kiper
|
/s/ Bradley S. Vizi
|
|
Bradley S. Vizi
|
/s/ Raymond White
|
|
Raymond White
|
California State Teachers’ Retirement System
|
|||
By:
|
/s/ Melissa Da Ronco
|
||
Name:
|
Melissa Da Ronco
|
||
Title:
|
Investment Officer
|
Nature of Transaction
|
Price Per
Share($)
|
Securities Purchased/(Sold)
|
Date of
Purchase/Sale
|
Sale of Common Stock1
|
$20.00
|
(22,200)
|
02/20/2015
|
Sale of September 2015 Call
Option ($22.50 Strike Price)2
|
$2.77
|
(1,120)
|
03/05/2015
|
Sale of September 2015 Call
Option ($22.50 Strike Price)2
|
$2.80
|
(139)
|
03/25/2015
|
Sale of September 2015 Call
Option ($22.50 Strike Price)2
|
$2.75
|
(90)
|
04/01/2015
|
Sale of September 2015 Call
Option ($22.50 Strike Price)2
|
$3.51
|
(146)
|
04/07/2015
|
Sale of June 2015 Call
Option ($22.50 Strike Price)2
|
$3.78
|
(70)
|
04/07/2015
|
Sale of June 2015 Call
Option ($20.00 Strike Price)2
|
$5.81
|
(265)
|
04/07/2015
|
Sale of September 2015 Call
Option ($22.50 Strike Price)2
|
$3.28
|
(224)
|
04/08/2015
|
Sale of September 2015 Call
Option ($22.50 Strike Price)2
|
$3.51
|
(478)
|
04/07/2015
|
Sale of June 2015 Call
Option ($22.50 Strike Price)2
|
$3.78
|
(230)
|
04/07/2015
|
Sale of June 2015 Call
Option ($20.00 Strike Price)2
|
$5.81
|
(869)
|
04/07/2015
|
Sale of September 2015 Call
Option ($22.50 Strike Price)2
|
$3.28
|
(736)
|
04/08/2015
|
Sale of Common Stock3
|
$20.00
|
(2,200)
|
02/20/2015
|
Sale of September 2015 Call
Option ($22.50 Strike Price)2
|
$2.77
|
(105)
|
03/05/2015
|
Purchase of Common Stock
|
$22.59
|
500
|
03/17/2015
|
Purchase of Common Stock
|
$22.60
|
99
|
03/18/2015
|
Purchase of Common Stock
|
$22.60
|
5,100
|
03/18/2015
|
Sale of September 2015 Call
Option ($22.50 Strike Price)2
|
$2.80
|
(36)
|
03/25/2015
|
Sale of September 2015 Call
Option ($22.50 Strike Price)2
|
$2.75
|
(10)
|
04/01/2015
|
Purchase of Common Stock
|
$22.54
|
100
|
04/02/2015
|
Sale of September 2015 Call
Option ($22.50 Strike Price)2
|
$3.51
|
(16)
|
04/07/2015
|
Sale of June 2015 Call
Option ($22.50 Strike Price)2
|
$3.78
|
(8)
|
04/07/2015
|
Sale of June 2015 Call
Option ($20.00 Strike Price)2
|
$5.81
|
(30)
|
04/07/2015
|
Sale of September 2015 Call
Option ($22.50 Strike Price)2
|
$3.28
|
(25)
|
04/08/2015
|
Purchase of Common Stock
|
$23.90
|
2,606
|
02/09/2015
|
Sale of Common Stock
|
$22.55
|
2,311
|
02/19/2015
|
Purchase of Common Stock
|
$23.00
|
1,003
|
02/20/2015
|
Sale of Common Stock
|
$22.97
|
1,515
|
03/23/2015
|
Purchase of Common Stock
|
$23.15
|
100
|
03/31/2015
|
Legion Partners, L.P. I
|
|||
By:
|
/s/ Christopher S. Kiper
|
||
Name:
|
Christopher S. Kiper
|
||
Title:
|
Managing Director
|
Legion Partners Special Opportunities, 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:
|
/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
|
/s/ Christopher S. Kiper
|
|
Christopher S. Kiper
|
/s/ Bradley S. Vizi
|
|
Bradley S. Vizi
|
/s/ Raymond White
|
|
Raymond White
|
California State Teachers’ Retirement System
|
|||
By:
|
/s/ Melissa Da Ronco
|
||
Name:
|
Melissa Da Ronco
|
||
Title:
|
Investment Officer
|