On July 1, 2020 and June 9, 2021, Mr. Katz was granted time-based restricted
share awards of 5,886 and 5,647 shares of Common Stock, respectively (the Vested Restricted Shares), under the Issuers 2013 Incentive Stock Plan (the 2013 Plan) in connection with Mr. Katzs
service as a non-management director of the Issuer. The Vested Restricted Shares granted on July 1, 2020 vested on June 9, 2021 and the Vested Restricted Shares granted on June 9, 2021 vested on
June 9, 2022.
On June 15, 2022, Mr. Katz was granted a time-based restricted share award of 7,112 shares of Common Stock
(collectively, the 2022 Restricted Shares) under the 2013 Plan in connection with Mr. Katzs service as a non-management director of the Issuer. The 2022 Restricted Shares shall
vest on the earlier to occur of (a) June 15, 2023 or (b) the date of the 2023 annual meeting of stockholders of the Issuer, and vesting of these 2022 Restricted Shares is conditioned upon Mr. Katzs continued service with
the Issuer as a member of its board of directors (the Board).
On April 1, 2022, July 5, 2022 and
October 3, 2022, in connection with his service as a non-management director of the Issuer, Mr. Katz was awarded approximately 1,264.7, 1,684.1 and 1,965 shares of Common Stock underlying phantom
stock units, respectively (the PSUs), which were accrued under the Issuers Amended and Restated Deferred Compensation Plan for Directors and are to be settled entirely in Common Stock upon the termination of
Mr. Katzs service on the Board or upon a change in control of the Issuer.
ITEM 4. |
PURPOSE OF TRANSACTION |
The Reporting Persons intend to have conversations, meetings and other communications with certain members of the Board and management team,
stockholders and other persons, in each case to discuss the Issuers business, operations, strategies, governance, the composition of the executive suite and the Board and possibilities for changes thereto, as well as other matters related to
the Issuer.
The Reporting Persons may also take one or more of the actions described in subsections (a) through (j) of Schedule 13D
and may discuss such actions with the Issuer and the Board and management team, stockholders and other persons.
The Reporting Persons
intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuers financial position and strategic direction,
actions taken by the Board, price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may from time to time and at any time in the future take such actions with respect
to the investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial instruments that are based upon or relate to the value of the Common Stock, selling or obtaining
financing on some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to securities that are based upon or relate to the value of the Common Stock and/or otherwise changing their intentions with
respect to any and all matters referred to in Item 4 of Schedule 13D.
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
(a), (b) Information about the number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is set forth in Item
1, and that information is incorporated by reference herein.
Bow Street, including in its capacity as the investment manager of the Bow
Street Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Bow Street Shares. As a result, Bow Street may be deemed to have beneficial ownership of all
of the Bow Street Shares constituting approximately 5.8% of the outstanding shares of Common Stock of the Issuer.
Mr. Shainker, as a
Managing Partner of Bow Street, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Bow Street Shares and all of the Jointly Held Shares. Consequently,
Mr. Shainker may be deemed to have beneficial ownership of all of the Bow Street Shares and all of the Jointly Held Shares, which constitutes approximately 5.8% of the outstanding shares of Common Stock of the Issuer.
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