SC 13D 1 e620173_sc13d-fwrd.htm SCHEDULE 13D

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

______________

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No.)1

 

Forward Air Corporation

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

349853101

(CUSIP Number)

 

FREDERICK DiSANTO

c/o Ancora Advisors, llc

6060 Parkland Boulevard, Suite 200

Cleveland, Ohio 44124

(216) 825-4000

 

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

December 14, 2020

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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).

 

(Continued on following pages)

 

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Ancora Merlin, 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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

- 0 -

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

21,450

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

- 0 -

 
    10   SHARED DISPOSITIVE POWER  
           
         

21,450

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

21,450

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN

 

  

2

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Ancora Merlin Institutional, 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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

- 0 -

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

230,999

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

- 0 -

 
    10   SHARED DISPOSITIVE POWER  
           
         

230,999

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

230,999

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN

 

  

3

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Ancora Catalyst, 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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

- 0 -

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

18,004

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

- 0 -

 
    10   SHARED DISPOSITIVE POWER  
           
         

18,004

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

18,004

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN

 

  

4

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Ancora Catalyst Institutional, 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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

- 0 -

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

234,417

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

- 0 -

 
    10   SHARED DISPOSITIVE POWER  
           
         

234,417

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

234,417

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN

 

 

5

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Ancora Catalyst SPV I LP – Series I*

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

WC
 
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

DELAWARE

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

- 0 -

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

165,004

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

- 0 -

 
    10   SHARED DISPOSITIVE POWER  
           
         

165,004

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

165,004

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN

 

 

*This Series I is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

 

6

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Ancora Catalyst SPV I LP – Series J*

 
  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        

188,345

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

- 0 -

 
    10   SHARED DISPOSITIVE POWER  
           
         

188,345

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

188,345

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN

 

 

*This Series J is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

 

7

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Ancora Catalyst SPV I LP – Series K*

 
  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        

125,648

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

- 0 -

 
    10   SHARED DISPOSITIVE POWER  
           
         

125,648

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

125,648

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN

 

 

*This Series K is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

 

8

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Ancora Catalyst SPV I LP – Series L*

 
  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        

49,464

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

- 0 -

 
    10   SHARED DISPOSITIVE POWER  
           
         

49,464

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

49,464

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN

 

 

*This Series L is part of a series of Ancora Catalyst SPV I LP, a series limited partnership.

 

9

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E

 
  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  
         
       

CAYMAN ISLANDS

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

- 0 -

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

365,648

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

- 0 -

 
    10   SHARED DISPOSITIVE POWER  
           
         

365,648

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

365,648

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

1.3%

 
  14   TYPE OF REPORTING PERSON  
         
        CO

 

 

10

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Ancora Advisors, LLC

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

OO, 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  
         
       

NEVADA

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

- 0 -

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

1,447,548

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

- 0 -

 
    10   SHARED DISPOSITIVE POWER  
           
         

1,447,548

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

1,447,548

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

5.3%

 
  14   TYPE OF REPORTING PERSON  
         
       

IA, OO

 

 

11

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Frederick DiSanto

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO

 
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

- 0 -

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

1,447,548

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

- 0 -

 
    10   SHARED DISPOSITIVE POWER  
           
         

1,447,548

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

1,447,548

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

5.3%

 
  14   TYPE OF REPORTING PERSON  
         
        IN

 

 

12

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Andrew C. Clarke

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF

 
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

2,500

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

- 0 -

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

2,500

 
    10   SHARED DISPOSITIVE POWER  
           
         

- 0 -

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

2,500

 
  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  
         
        IN

 

 

13

CUSIP No. 349853101

 

  1   NAME OF REPORTING PERSON  
         
       

Scott W. Niswonger

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF

 
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

10,000

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

- 0 -

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

10,000

 
    10   SHARED DISPOSITIVE POWER  
           
         

- 0 -

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

10,000

 
  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  
         
        IN

 

 

14

CUSIP No. 349853101

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1.Security and Issuer.

 

This statement relates to the Common Stock, $0.01 par value (the “Shares”), of Forward Air Corporation, a Tennessee corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1915 Snapps Ferry Road, Building N, Greeneville, Tennessee, 37745.

 

Item 2.Identity and Background.

 

(a)       This statement is filed by:

 

(i)Ancora Merlin, LP, a Delaware limited partnership (“Ancora Merlin”), with respect to the Shares directly and beneficially owned by it;

 

(ii)Ancora Merlin Institutional, LP, a Delaware limited partnership (“Ancora Merlin Institutional”), with respect to the Shares directly and beneficially owned by it;

 

(iii)Ancora Catalyst, LP, a Delaware limited partnership (“Ancora Catalyst”), with respect to the Shares directly and beneficially owned by it;

 

(iv)Ancora Catalyst Institutional, LP, a Delaware limited partnership (“Ancora Catalyst Institutional”), with respect to the Shares directly and beneficially owned by it;

 

(v)Ancora Catalyst SPV I LP – Series I, a series of Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV I”), with respect to the Shares directly and beneficially owned by it;

 

(vi)Ancora Catalyst SPV I LP – Series J, a series of Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV J”), with respect to the Shares directly and beneficially owned by it;

 

(vii)Ancora Catalyst SPV I LP – Series K, a series of Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV K”), with respect to the Shares directly and beneficially owned by it;

 

(viii)Ancora Catalyst SPV I LP – Series L, a series of Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV L” and together with Ancora Merlin, Ancora Merlin Institutional, Ancora Catalyst, Ancora Catalyst Institutional, Ancora SPV I, Ancora SPV J and Ancora SPV K, the “Ancora LP Funds”), with respect to the Shares directly and beneficially owned by it;

 

(ix)Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E, a Cayman Islands segregated portfolio company (“Ancora SPC E” and together with the Ancora LP Funds, the “Ancora Funds”), with respect to the Shares directly and beneficially owned by it;

 

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(x)Ancora Advisors, LLC, a Nevada limited liability company (“Ancora Advisors”), as the investment adviser of each of the Ancora Funds and certain separately managed accounts (the “Separately Managed Accounts”), and the general partner of each of the Ancora LP Funds;

 

(xi)Frederick DiSanto, as the Chairman and Chief Executive Officer of Ancora Advisors;

 

(xii)Andrew C. Clarke, with respect to the Shares directly and beneficially owned by him, and

 

(xiii)Scott W. Niswonger, with respect to the Shares directly and beneficially owned by him.

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Group Agreement, as defined in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Ancora SPC E. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

 

(b)       The address of the principal office of each of the Ancora Funds and Ancora Advisors, and the principal business address of Mr. DiSanto, is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124. The principal business address of Mr. Clarke is 57 Groveland Terrace, Minneapolis, Minnesota 55403. The principal business address of Mr. Niswonger is c/o The Niswonger Group, P.O. Box 1508, Greeneville, Tennessee 37744.

 

(c)       The principal business of each of the Ancora Funds is investing in securities. The principal business of Ancora Advisors is serving as a registered investment adviser to certain of its affiliates, including each of the Ancora Funds. The principal occupation of Mr. DiSanto is serving as the Chairman and Chief Executive Officer of Ancora Advisors. The principal occupation of Mr. Clarke is serving as a business adviser and professional director. The principal occupation of Mr. Niswonger is serving as Chairman of the Niswonger Foundation.

 

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)       Other than as disclosed below, no Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On December 18, 2018, Ancora Advisors entered into a settlement with the Securities and Exchange Commission regarding the violation of Section 206(4) under the Investment Advisers Act of 1940 and Rule 206(4)-5 thereunder, due to the contributing of more than the allowable $350 contribution to certain political campaigns. Ancora Advisors consented to the cease-and-desist order and paid a penalty in the amount of $100,000.

 

(f)       Messrs. DiSanto, Clarke and Niswonger are citizens of the United States of America.

 

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

 

The Shares purchased by each of the Ancora Funds and held in the Separately Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 21,450 Shares owned directly by Ancora Merlin is approximately $1,144,848, including brokerage commissions. The aggregate purchase price of the 230,999 Shares owned directly by Ancora Merlin Institutional is approximately $12,342,180, including brokerage commissions. The aggregate purchase price of the 18,004 Shares owned directly by Ancora Catalyst is approximately $962,906, including brokerage commissions. The aggregate purchase price of the 234,417 Shares owned directly by Ancora Catalyst Institutional is approximately $12,524,260, including brokerage commissions. The aggregate purchase price of the 165,004 Shares owned directly by Ancora SPV I is approximately $10,239,449, including brokerage commissions. The aggregate purchase price of the 188,345 Shares owned directly by Ancora SPV J is approximately $11,891,148 including brokerage commissions. The aggregate purchase price of the 125,648 Shares owned directly by Ancora SPV K is approximately $8,519,524 including brokerage commissions. The aggregate purchase price of the 49,464 Shares owned directly by Ancora SPV L is approximately $3,624,871 including brokerage commissions. The aggregate purchase price of the 365,648 Shares owned directly by Ancora SPC E is approximately $24,118,403 including brokerage commissions. The aggregate purchase price of the 48,569 Shares held by the Separately Managed Accounts is approximately $3,428,557 including brokerage commissions. The Shares beneficially owned by Mr. Clarke and Mr. Niswonger were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,500 Shares beneficially owned by Mr. Clarke is approximately $164,988, including brokerage commissions. The aggregate purchase price of the 10,000 Shares beneficially owned by Mr. Niswonger is approximately $585,692, including brokerage commissions.

 

Item 4.Purpose of Transaction.

 

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

The Reporting Persons have engaged, and intend to continue to engage, in discussions with the Issuer’s Board of Directors (the “Board”) and management team regarding means to create shareholder value, including, but not limited to, by strengthening the management team, improving capital allocation, divesting non-core assets and enhancing corporate governance (including changes to the composition of the Board).

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer or third parties, including potential acquirers and service providers about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

 

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Item 5.Interest in Securities of the Issuer.

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 27,507,750 Shares outstanding as of October 27, 2020 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 October 30, 2020.

 

A.Ancora Merlin

 

(a)As of the close of business on December 28, 2020, Ancora Merlin beneficially owned directly 21,450 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 21,450
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 21,450

 

B.Ancora Merlin Institutional

 

(a)As of the close of business on December 28, 2020, Ancora Merlin Institutional beneficially owned directly 230,999 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 230,999
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 230,999

 

C.Ancora Catalyst

 

(a)As of the close of business on December 28, 2020, Ancora Catalyst beneficially owned directly 18,004 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 18,004
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 18,004

 

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CUSIP No. 349853101

 

D.Ancora Catalyst Institutional

 

(a)As of the close of business on December 28, 2020, Ancora Catalyst Institutional beneficially owned directly 234,417 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 234,417
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 234,417

 

E.Ancora SPV I

 

(a)As of the close of business on December 28, 2020, Ancora SPV I beneficially owned directly 165,004 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 165,004
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 165,004

 

F.Ancora SPV J

 

(a)As of the close of business on December 28, 2020, Ancora SPV J beneficially owned directly 188,345 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 188,345
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 188,345

 

G.Ancora SPV K

 

(a)As of the close of business on December 28, 2020, Ancora SPV K beneficially owned directly 125,648 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 125,648
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 125,648

 

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H.Ancora SPV L

 

(a)As of the close of business on December 28, 2020, Ancora SPV L beneficially owned directly 49,464 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 49,464
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 49,464

 

I.Ancora SPC E

 

(a)As of the close of business on December 28, 2020, Ancora SPC E beneficially owned directly 365,648 Shares.

 

Percentage: Approximately 1.3%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 365,648
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 365,648

 

J.Ancora Advisors

 

(a)Ancora Advisors, as the investment adviser to each of the Ancora Funds and the Separately Managed Accounts, may be deemed to beneficially own 1,447,548 Shares consisting of (i) 21,450 Shares beneficially owned directly by Ancora Merlin, (ii) 230,999 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 18,004 Shares beneficially owned directly by Ancora Catalyst, (iv) 234,417 Shares beneficially owned directly by Ancora Catalyst Institutional, (v) 165,004 Shares beneficially owned directly by Ancora SPV I, (vi) 188,345 Shares beneficially owned directly by Ancora SPV J, (vii) 125,648 Shares beneficially owned directly by Ancora SPV K, (viii) 49,464 Shares beneficially owned directly by Ancora SPV L, (ix) 365,648 Shares beneficially owned directly by Ancora SPC E and (x) 48,569 Shares held in the Separately Managed Accounts.

 

Percentage: Approximately 5.3%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,447,548
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,447,548

 

K.Mr. DiSanto

 

(a)Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora Advisors, may be deemed to beneficially own 1,447,548 Shares consisting of (i) 21,450 Shares beneficially owned directly by Ancora Merlin, (ii) 230,999 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 18,004 Shares beneficially owned directly by Ancora Catalyst, (iv) 234,417 Shares beneficially owned directly by Ancora Catalyst Institutional, (v) 165,004 Shares beneficially owned directly by Ancora SPV I, (vi) 188,345 Shares beneficially owned directly by Ancora SPV J, (vii) 125,648 Shares beneficially owned directly by Ancora SPV K, (viii) 49,464 Shares beneficially owned directly by Ancora SPV L, (ix) 365,648 Shares beneficially owned directly by Ancora SPC E and (x) 48,569 Shares held in the Separately Managed Accounts.

 

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CUSIP No. 349853101

 

Percentage: Approximately 5.3%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,447,548
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,447,548

 

L.Mr. Clarke

 

(a)As of the close of business on December 25, 2020, Mr. Clarke beneficially owned 2,500 Shares, which Shares are held in the Andrew C. Clarke Revocable Trust, of which Mr. Clarke is the sole settlor, beneficiary and trustee.

 

Percentage: Less than 1%

 

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

 

M.Mr. Niswonger

 

(a)As of the close of business on December 25, 2020, Mr. Niswonger beneficially owned directly 10,000 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 10,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,000
4. Shared power to dispose or direct the disposition: 0

 

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed the beneficial owner of the Shares directly owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

 

(c)       The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule B and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted.

 

(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.

 

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Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

On December 21, 2020, the Reporting Persons entered into a Group Agreement (the “Group Agreement”) in which the Reporting Persons agreed, among other things, to (i) engage in discussions with the Issuer regarding means to enhance shareholder value and corporate governance and (ii) 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 Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

Item 7.Material to be Filed as Exhibits

 

99.1Group Agreement, dated December 21, 2020.

 

99.2Powers of Attorney.

 

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SIGNATURES

 

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

 

Dated: December 28, 2020

 

  Ancora Merlin, LP
   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

  Ancora Merlin Institutional, LP
   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

  Ancora Catalyst, LP
   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

  Ancora Catalyst Institutional, LP
   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

  Ancora Catalyst SPV I LP – Series I
   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

23

 

 

  Ancora Catalyst SPV I LP – Series J
   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

  Ancora Catalyst SPV I LP – Series K
   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer
       
 

Ancora Catalyst SPV I LP – Series L

 

   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer
       
 

Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E

 

   
  By: Ancora Advisors, LLC, its Investment Adviser
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

  Ancora Advisors, LLC
   
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

  /s/ Frederick DiSanto
  Frederick DiSanto, individually and as attorney-in-fact for Andrew C. Clarke and Scott W. Niswonger

 

 

 

SCHEDULE A

 

Directors and Officers of Ancora Catalyst SPV I SPC Ltd. – Segregated Portfolio E

 

Name and Position   Principal Occupation   Principal Business Address   Citizenship
             

Bradley Zucker

Director

  Company Director  

6060 Parkland Boulevard

Suite 200

Cleveland, Ohio 44124

  United States
             

Julie O’Hara

Director

  Company Director  

94 Solaris Avenue
Box 1348, Camana Bay
Grand Cayman

Cayman Islands

KY1-1108

  Canada
             

Ronan Guilfoyle

Director

 

  Company Director  

94 Solaris Avenue
Box 1348, Camana Bay
Grand Cayman

Cayman Islands

KY1-1108

  Ireland

 

 

 

SCHEDULE B

 

Transactions in the Securities of the Issuer During the Past Sixty Days

 

Nature of Transaction

Amount of

Securities Purchased

Price per Share ($) Date of
Purchase

 

Ancora Catalyst SPV I LP – Series I

 

Purchase of Common Stock  1,004 61.6735 10/26/2020
Purchase of Common Stock  1,720 62.4122 10/27/2020
Purchase of Common Stock  2,910 60.3332 10/28/2020
Purchase of Common Stock  1,735 61.2389 10/29/2020
Purchase of Common Stock  1,563 62.8663 10/30/2020
Purchase of Common Stock  1,989 63.1739 11/02/2020
Purchase of Common Stock  1,040 66.4463 11/03/2020
Purchase of Common Stock  2,277 64.6422 11/04/2020
Purchase of Common Stock  1,384 65.9038 11/05/2020
Purchase of Common Stock  1,223 65.9047 11/06/2020
Purchase of Common Stock  1,692 71.2324 11/09/2020
Purchase of Common Stock  917 72.8194 11/10/2020
Purchase of Common Stock  2,468 71.1393 11/11/2020
Purchase of Common Stock  978 71.9884 11/13/2020
Purchase of Common Stock  245 73.6599 11/16/2020
Purchase of Common Stock  734 74.2808 11/16/2020
Purchase of Common Stock  1,520 74.1981 11/17/2020
Purchase of Common Stock  548 74.7316 11/18/2020
Purchase of Common Stock  548 74.1319 11/19/2020
Purchase of Common Stock  548 74.2174 11/20/2020
Purchase of Common Stock  365 75.2933 11/23/2020
Purchase of Common Stock  722 73.8417 12/14/2020
Purchase of Common Stock  211 75.8090 12/24/2020
Purchase of Common Stock  754 76.6229 12/28/2020

 

Ancora Catalyst SPV I LP – Series j

 

Purchase of Common Stock       2,103 61.6657 10/26/2020
Purchase of Common Stock       3,600 62.4077 10/27/2020
Purchase of Common Stock       6,092 60.3305 10/28/2020
Purchase of Common Stock       3,633 61.2344 10/29/2020
Purchase of Common Stock       3,272 62.8613 10/30/2020
Purchase of Common Stock       4,163 63.1700 11/02/2020
Purchase of Common Stock       2,193 66.4387 11/03/2020
Purchase of Common Stock       4,799 64.6387 11/04/2020
Purchase of Common Stock       2,918 65.8981 11/05/2020
Purchase of Common Stock       2,578 65.8982 11/06/2020
Purchase of Common Stock       3,613 71.2277 11/09/2020
Purchase of Common Stock       1,861 72.8111 11/10/2020
Purchase of Common Stock       5,013 71.1362 11/11/2020

 

 

 

Purchase of Common Stock       2,004 71.9806 11/13/2020
Purchase of Common Stock          501 73.6391 11/16/2020
Purchase of Common Stock       1,503 74.2704 11/16/2020
Purchase of Common Stock       3,145 74.1930 11/17/2020
Purchase of Common Stock       1,148 74.7173 11/18/2020
Purchase of Common Stock       1,148 74.1176 11/19/2020
Purchase of Common Stock       1,148 74.2031 11/20/2020
Purchase of Common Stock          765 75.2718 11/23/2020
Purchase of Common Stock       1,510 73.8308 12/14/2020
Purchase of Common Stock          449 75.7713 12/24/2020
Purchase of Common Stock       1,600 76.6229 12/28/2020

 

Ancora Catalyst SPV I LP – Series k

 

Purchase of Common Stock  3  66.9367 10/26/2020
Purchase of Common Stock  2,015  61.6660 10/26/2020
Purchase of Common Stock  3,451  62.4078 10/27/2020
Purchase of Common Stock  5,838  60.3306 10/28/2020
Purchase of Common Stock  3,482  61.2346 10/29/2020
Purchase of Common Stock  3,135  62.8615 10/30/2020
Purchase of Common Stock  4,552  63.1697 11/02/2020
Purchase of Common Stock  4,377  66.4353 11/03/2020
Purchase of Common Stock  9,580  64.6372 11/04/2020
Purchase of Common Stock  5,823  65.8956 11/05/2020
Purchase of Common Stock  5,146  65.8953 11/06/2020
Purchase of Common Stock  6,968  71.2257 11/09/2020
Purchase of Common Stock  4,366  72.8064 11/10/2020
Purchase of Common Stock  11,754  71.1345 11/11/2020
Purchase of Common Stock  4,733  71.9763 11/13/2020
Purchase of Common Stock  1,183  73.6366 11/16/2020
Purchase of Common Stock  3,550  74.2646 11/16/2020
Purchase of Common Stock  7,341  74.1902 11/17/2020
Purchase of Common Stock  2,711  74.7097 11/18/2020
Purchase of Common Stock  2,711  74.1100 11/19/2020
Purchase of Common Stock  2,711  74.1955 11/20/2020
Purchase of Common Stock  1,807  75.2605 11/23/2020
Purchase of Common Stock  3,638  73.8250 12/14/2020
Purchase of Common Stock  4,174  75.1568 12/16/2020
Purchase of Common Stock  1,181  76.7668 12/17/2020
Purchase of Common Stock 1,033  75.7524 12/24/2020
Purchase of Common Stock 3,676  76.6229 12/28/2020

 

Ancora Catalyst SPV I LP – Series l

 

Purchase of Common Stock  2,749  71.9786 11/13/2020
Purchase of Common Stock  2,061  74.2677 11/16/2020
Purchase of Common Stock  688  73.6366 11/16/2020

 

 

 

Purchase of Common Stock  4,418  74.1916 11/17/2020
Purchase of Common Stock  1,637  74.7134 11/18/2020
Purchase of Common Stock  1,741  74.1131 11/19/2020
Purchase of Common Stock  1,742  74.1986 11/20/2020
Purchase of Common Stock  1,161  75.2651 11/23/2020
Purchase of Common Stock  522  74.6840 11/25/2020
Purchase of Common Stock  10,000  74.0490 11/27/2020
Purchase of Common Stock  5,000  73.2625 11/30/2020
Purchase of Common Stock  4,000  73.2303 12/10/2020
Purchase of Common Stock  4,000  74.4238 12/11/2020
Purchase of Common Stock  1,914  73.8287 12/14/2020
Purchase of Common Stock  2,708  74.0449 12/15/2020
Purchase of Common Stock  2,126  75.1603 12/16/2020
Purchase of Common Stock  601  76.7791 12/17/2020
Purchase of Common Stock 525  75.7665 12/24/2020
Purchase of Common Stock 1,871  76.6229 12/28/2020

 

Ancora Catalyst SPV I spc ltd. – segregated portfolio e

 

Purchase of Common Stock  18,694  60.3288 10/28/2020
Purchase of Common Stock  11,150  61.2316 10/29/2020
Purchase of Common Stock  10,040  62.8582 10/30/2020
Purchase of Common Stock  12,780  63.1676 11/02/2020
Purchase of Common Stock  7,390  66.4339 11/03/2020
Purchase of Common Stock  16,246  64.6365 11/04/2020
Purchase of Common Stock  9,875  65.8945 11/05/2020
Purchase of Common Stock  8,727  65.8941 11/06/2020
Purchase of Common Stock  11,727  71.2248 11/09/2020
Purchase of Common Stock  5,856  72.8056 11/10/2020
Purchase of Common Stock  15,765  71.1342 11/11/2020
Purchase of Common Stock  9,536  71.9747 11/13/2020
Purchase of Common Stock  2,384  73.6366 11/16/2020
Purchase of Common Stock  7,152  74.2625 11/16/2020
Purchase of Common Stock  14,515  74.1892 11/17/2020
Purchase of Common Stock  5,380  74.7070 11/18/2020
Purchase of Common Stock  5,483  74.1072 11/19/2020
Purchase of Common Stock  5,483  74.1927 11/20/2020
Purchase of Common Stock  3,656  75.2563 11/23/2020
Purchase of Common Stock  7,368  73.8229 12/14/2020
Purchase of Common Stock  10,430  74.0408 12/15/2020
Purchase of Common Stock  8,186  75.1550 12/16/2020
Purchase of Common Stock  2,316  76.7606 12/17/2020
Purchase of Common Stock 2,024 75.7453 12/24/2020
Purchase of Common Stock 7,208 76.6229 12/28/2020

 

 

 

Ancora advisors llc

(Through the Separately Managed Accounts)

 

Purchase of Common Stock       9,661 74.1882 11/17/2020
Purchase of Common Stock       3,576 74.7042 11/18/2020
Purchase of Common Stock       3,369 74.1045 11/19/2020
Purchase of Common Stock       3,368 74.1900 11/20/2020
Purchase of Common Stock       2,246 75.2522 11/23/2020
Purchase of Common Stock       4,848 73.8209 12/14/2020
Purchase of Common Stock       6,862 74.0394 12/15/2020
Purchase of Common Stock       5,514 75.1532 12/16/2020
Purchase of Common Stock       1,560 76.7541 12/17/2020
Purchase of Common Stock       1,374 75.7379 12/24/2020
Purchase of Common Stock       4,891 76.6229 12/28/2020

 

Andrew c. clarke

(Through the Andrew C. Clarke Revocable Trust)

 

Purchase of Common Stock       2,500               66.0000 11/06/2020