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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Put Option (right to sell) | $ 200 | 01/29/2018 | X | 950,000 | 12/19/2017 | 02/16/2018 | Common Stock | 950,000 | $ 0 | 0 | I | See footnotes (1) (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MARCATO CAPITAL MANAGEMENT LP FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO, CA 94111 |
X | |||
Marcato International Master Fund, Ltd. FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO, CA 94111 |
X | |||
Marcato Special Opportunities Master Fund LP FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO, CA 94111 |
X | |||
McGuire Richard FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO, CA 94111 |
X |
MARCATO CAPITAL MANAGEMENT LP, By: Marcato Holdings LLC, its General Partner, By: /s/ Richard McGuire III, Richard McGuire III, Managing Member | 01/31/2018 | |
**Signature of Reporting Person | Date | |
MARCATO INTERNATIONAL MASTER FUND, LTD., By: /s/ Richard McGuire III, Richard McGuire III, Director | 01/31/2018 | |
**Signature of Reporting Person | Date | |
MARCATO SPECIAL OPPORTUNITIES, MASTER FUND LP, By: /s/ Richard McGuire III, Richard McGuire III, Director | 01/31/2018 | |
**Signature of Reporting Person | Date | |
/s/ Richard McGuire III, Richard McGuire III, Director, ** Signature of Reporting Person | 01/31/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 4 is being filed jointly by Marcato Capital Management, LP, a Delaware limited partnership ("Marcato"), Marcato International Master Fund, Ltd., a Cayman Islands exempted company ("Marcato International"), Marcato Special Opportunities Master Fund LP, a Cayman Islands limited partnership ("Marcato Special Opportunities Fund"), and Richard McGuire III, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Marcato and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). |
(2) | Marcato, as the investment manager of Marcato International and Marcato Special Opportunities Fund, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. McGuire's position as Managing Partner of Marcato, Mr. McGuire may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Marcato, Marcato International and Marcato Special Opportunities Fund may be deemed to be the beneficial owner of the Subject Securities held by Mr. McGuire. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. |
(3) | Mr. McGuire, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. |