UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 12)1
OneSpan Inc.
(Name
of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
68287N100
(CUSIP Number)
CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
12121 Wilshire Blvd, Suite 1240
Los Angeles, CA 90025
(424) 253-1773
ELIZABETH GONZALEZ-SUSSMAN, ESQ.
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)
July 16, 2024
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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Legion Partners, L.P. I |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,884,300 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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1,884,300 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,884,300 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.0% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Legion Partners, L.P. II |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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226,865 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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226,865 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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226,865 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Legion Partners, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,111,165 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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2,111,165 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,111,165 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.6% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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Legion Partners Asset Management, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,111,165 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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2,111,165 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,111,165 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.6% |
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14 |
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TYPE OF REPORTING PERSON |
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IA |
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1 |
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NAME OF REPORTING PERSON |
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Legion Partners Holdings, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,158,365 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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2,158,365 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,158,365 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.7% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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Christopher S. Kiper |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,158,365 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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2,158,365 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,158,365 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.7% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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Raymond T. White |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
|
8 |
|
SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,158,365 |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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2,158,365 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
|
|
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|
|
|
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2,158,365 |
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|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.7% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
|
The following constitutes
Amendment No. 12 to the Schedule 13D filed by the undersigned (the “Amendment No. 12”). This Amendment No. 12 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased by each
of Legion Partners I, Legion Partners II and Legion Partners Holdings were purchased with working capital (which may, at any given time,
include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in
Schedule A, which is incorporated herein by reference.
The aggregate purchase price
of the 1,884,300 Shares owned directly by Legion Partners I is approximately $26,421,551, including brokerage commissions. The aggregate
purchase price of the 226,865 Shares owned directly by Legion Partners II is approximately $2,653,957, including brokerage commissions.
The aggregate purchase price of the 47,200 Shares owned directly by Legion Partners Holdings is approximately $374,758, including brokerage
commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) - (c) are hereby
amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 37,845,509 Shares outstanding as of April 26, 2024, 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 May 2, 2024.
| (a) | As of the close of business on July 18, 2024, Legion Partners I beneficially owned 1,884,300 Shares. |
Percentage: Approximately 5.0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,884,300
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,884,300 |
| (c) | The transactions in the securities of the Issuer by Legion Partners I since the filing of Amendment No.
11 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on July 18, 2024, Legion Partners II beneficially owned 226,865 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 226,865
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 226,865 |
| (c) | The transactions in the securities of the Issuer by Legion Partners II since the filing of Amendment No.
11 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Legion Partners GP, as the general partner of each of Legion Partners I and Legion Partners II, may be
deemed the beneficial owner of the (i) 1,884,300 Shares owned by Legion Partners I and (ii) 226,865 Shares owned by Legion Partners II. |
Percentage: Approximately
5.6%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,111,165
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,111,165 |
| (c) | Legion Partners GP has not entered into any transactions in the securities of the Issuer since the filing
of Amendment No. 11 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I and Legion
Partners II since the filing of Amendment No. 11 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| D. | Legion Partners Asset Management |
| (a) | Legion Partners Asset Management, as the investment advisor of each of Legion Partners I and Legion Partners
II may be deemed the beneficial owner of the (i) 1,884,300 Shares owned by Legion Partners I and (ii) 226,865 Shares owned by Legion Partners
II. |
Percentage: Approximately
5.6%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,111,165
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,111,165 |
| (c) | Legion Partners Asset Management has not entered into any transactions in the securities of the Issuer
since the filing of Amendment No. 11 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion
Partners I and Legion Partners II since the filing of Amendment No. 11 to the Schedule 13D are set forth in Schedule A and are incorporated
herein by reference. |
| E. | Legion Partners Holdings |
| (a) | As of the close of business on July 18, 2024, Legion Partners Holdings directly owned 47,200 Shares. Legion
Partners Holdings, as the sole member of Legion Partners Asset Management and sole member of Legion Partners GP, may be deemed the beneficial
owner of the (i) 1,884,300 Shares owned by Legion Partners I and (ii) 226,865 Shares owned by Legion Partners II. |
Percentage: Approximately
5.7%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,158,365
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,158,365 |
| (c) | Legion Partners Holdings has not entered into any transactions in the securities of the Issuer since the
filing of Amendment No. 11 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners
I and Legion Partners II since the filing of Amendment No. 11 to the Schedule 13D are set forth in Schedule A and are incorporated herein
by reference. |
| F. | Messrs. Kiper and White |
| (a) | Each of Messrs. Kiper 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) 1,884,300 Shares owned by Legion Partners I, (ii) 226,865
Shares owned by Legion Partners II and (iii) 47,200 Shares owned by Legion Partners Holdings. |
Percentage: Approximately
5.7%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,158,365
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,158,365 |
| (c) | None of Messrs. Kiper and White has entered into any transactions in the securities of the Issuer since
the filing of Amendment No. 11 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners
I and Legion Partners II since the filing of Amendment No. 11 to the Schedule 13D are set forth in Schedule A and are incorporated herein
by reference. |
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 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, she or it does not directly own.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
Legion Partners I previously
sold short in the over-the-counter market American-style call options referencing an aggregate of 273,800 Shares, which have an exercise
price of $15 per Share and expire on September 20, 2024. Legion Partners I has subsequently purchased certain of these call options referencing
an aggregate of 33,000 shares prior to the expiration date, as set forth on Schedule A, which is incorporated herein by reference.
Legion Partners II previously
sold short in the over-the-counter market American-style call options referencing an aggregate of 24,200 Shares, which have an exercise
price of $15 per Share and expire on September 20, 2024. Legion Partners II has subsequently purchased certain of these call options referencing
an aggregate of 2,900 shares prior to the expiration date, as set forth on Schedule A, which is incorporated herein by reference.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 18, 2024
|
Legion Partners, L.P. I |
|
|
|
By: |
Legion Partners Asset Management, LLC |
|
|
Investment Advisor |
|
|
|
|
By: |
/s/ Christopher S. Kiper |
|
|
Name: |
Christopher S. Kiper |
|
|
Title: |
Managing Director |
|
Legion Partners, L.P. II |
|
|
|
By: |
Legion Partners Asset Management, LLC |
|
|
Investment Advisor |
|
|
|
|
By: |
/s/ Christopher S. Kiper |
|
|
Name: |
Christopher S. Kiper |
|
|
Title: |
Managing Director |
|
Legion Partners, LLC |
|
|
|
By: |
Legion Partners Holdings, LLC |
|
|
Managing Member |
|
|
|
|
By: |
/s/ Christopher S. Kiper |
|
|
Name: |
Christopher S. Kiper |
|
|
Title: |
Managing Member |
|
Legion Partners Asset Management, LLC |
|
|
|
By: |
/s/ Christopher S. Kiper |
|
|
Name: |
Christopher S. Kiper |
|
|
Title: |
Managing Director |
|
Legion Partners Holdings, LLC |
|
|
|
By: |
/s/ Christopher S. Kiper |
|
|
Name: |
Christopher S. Kiper |
|
|
Title: |
Managing Member |
|
/s/ Christopher S. Kiper |
|
Christopher S. Kiper |
|
/s/ Raymond T. White |
|
Raymond T. White |
SCHEDULE A
Transactions in the Securities of the
Issuer Since the Filing of Amendment No. 11 to the Schedule 13D
Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase/Sale |
LEGION PARTNERS, L.P. I
Sale of Common Stock |
(24,678) |
12.7645 |
07/01/2024 |
Sale of Common Stock |
(22,739) |
12.5529 |
07/02/2024 |
Sale of Common Stock |
(27,087) |
12.6195 |
07/03/2024 |
Sale of Common Stock |
(3,758) |
12.5033 |
07/05/2024 |
Sale of Common Stock |
(63,121) |
12.7562 |
07/08/2024 |
Sale of Common Stock |
(19,395) |
12.6000 |
07/09/2024 |
Buy to Cover September 2024 Call Options ($15 Strike Price)1 |
10,100 |
0.4500 |
07/09/2024 |
Sale of Common Stock |
(23,740) |
12.5779 |
07/10/2024 |
Buy to Cover September 2024 Call Options ($15 Strike Price)1 |
22,900 |
0.4476 |
07/10/2024 |
Sale of Common Stock |
(49,689) |
12.9262 |
07/11/2024 |
Sale of Common Stock |
(26,268) |
12.9721 |
07/12/2024 |
Sale of Common Stock |
(54,335) |
13.0506 |
07/15/2024 |
Sale of Common Stock |
(79,817) |
13.4927 |
07/16/2024 |
Sale of Common Stock |
(53,704) |
13.2748 |
07/17/2024 |
Sale of Common Stock |
(30,560) |
13.0496 |
07/18/2024 |
LEGION PARTNERS, L.P. II
Sale of Common Stock |
(439) |
12.7645 |
07/01/2024 |
Sale of Common Stock |
(405) |
12.5529 |
07/02/2024 |
Sale of Common Stock |
(482) |
12.6195 |
07/03/2024 |
Sale of Common Stock |
(67) |
12.5033 |
07/05/2024 |
Sale of Common Stock |
(1,123) |
12.7562 |
07/08/2024 |
Sale of Common Stock |
(345) |
12.6000 |
07/09/2024 |
Buy to Cover September 2024 Call Options ($15 Strike Price)1 |
900 |
0.4500 |
07/09/2024 |
Sale of Common Stock |
(422) |
12.5779 |
07/10/2024 |
Buy to Cover September 2024 Call Options ($15 Strike Price)1 |
2,000 |
0.4476 |
07/10/2024 |
Sale of Common Stock |
(884) |
12.9262 |
07/11/2024 |
Sale of Common Stock |
(467) |
12.9721 |
07/12/2024 |
Sale of Common Stock |
(967) |
13.0506 |
07/15/2024 |
Sale of Common Stock |
(1,420) |
13.4927 |
07/16/2024 |
Sale of Common Stock |
(955) |
13.2748 |
07/17/2024 |
Sale of Common Stock |
(543) |
13.0496 |
07/18/2024 |
______________________
1 Represents Shares underlying
American-style call options that were purchased to cover a short position in the over-the-counter market with an expiration date of September
20, 2024.
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