Amended Statement of Beneficial Ownership (sc 13d/a)
15 Julio 2020 - 3:54PM
Edgar (US Regulatory)
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. 2)1
Medifast, Inc.
(Name
of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
58470H101
(CUSIP Number)
glenn
w. welling
engaged
capital, llc
610 Newport Center Drive, Suite 250
Newport Beach, California 92660
(949) 734-7900
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)
July 13, 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 §§ 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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Engaged Capital Flagship Master Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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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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13,093
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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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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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13,093
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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13,093
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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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☐
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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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Engaged Capital Co-Invest X, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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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☐
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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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184,776
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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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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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184,776
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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184,776
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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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1.6%
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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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Engaged Capital Co-Invest X-A, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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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308,779
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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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- 0 -
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PERSON WITH
|
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9
|
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SOLE DISPOSITIVE POWER
|
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308,779
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|
10
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SHARED DISPOSITIVE POWER
|
|
|
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|
|
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|
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- 0 -
|
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
308,779
|
|
|
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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2.6%
|
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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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Engaged Capital Opportunities Fund, LP
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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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|
|
|
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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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|
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|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
70,834
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
70,834
|
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|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
70,834
|
|
|
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
|
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TYPE OF REPORTING PERSON
|
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|
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PN
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1
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NAME OF REPORTING PERSON
|
|
|
|
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|
|
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|
|
|
Engaged Capital Flagship Fund, LP
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
13,093
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
13,093
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
13,093
|
|
|
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
|
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|
|
|
|
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|
PN
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1
|
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NAME OF REPORTING PERSON
|
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|
|
|
|
|
|
|
|
|
Engaged Capital Flagship Fund, Ltd.
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
13,093
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
13,093
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
13,093
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Engaged Capital, LLC
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
580,020
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
580,020
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
580,020
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Engaged Capital Holdings, LLC
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
580,020
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
580,020
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
580,020
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Glenn W. Welling
|
|
|
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
|
|
|
|
|
580,020
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
580,020
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
580,020
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 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 Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities
and held in the Engaged Capital Account 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 13,093 Shares beneficially owned
by Engaged Capital Flagship Master is approximately $1,023,218, including brokerage commissions. The aggregate purchase price of
the 184,776 Shares beneficially owned by Engaged Capital Co-Invest X is approximately $16,042,404, including brokerage commissions.
The aggregate purchase price of the 308,779 Shares beneficially owned by Engaged Capital Co-Invest X-A is approximately $30,165,327,
including brokerage commissions. The aggregate purchase price of the 70,834 Shares beneficially owned by Engaged Capital Opportunities
is approximately $6,336,309, including brokerage commissions. The aggregate purchase price of the 2,538 Shares held in the Engaged
Capital Account is approximately $197,644, including brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a), (c) and
(e) are hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 11,780,970 Shares outstanding as of April
29, 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 May 6, 2020.
As of the date hereof,
Engaged Capital Flagship Master beneficially owned 13,093 Shares, constituting less than 1% of the Shares outstanding. Each of
Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship Master, may be deemed to beneficially
own the 13,093 Shares owned by Engaged Capital Flagship Master, constituting less than 1% of the Shares outstanding.
As of the date hereof,
Engaged Capital Co-Invest X beneficially owned 184,776 Shares, constituting approximately 1.6% of the Shares outstanding.
As of the date hereof,
Engaged Capital Co-Invest X-A beneficially owned 308,779 Shares, constituting approximately 2.6% of the Shares outstanding.
As of the date hereof,
Engaged Capital Opportunities beneficially owned 70,834 Shares, constituting less than 1% of the Shares outstanding.
As of the date hereof,
2,538 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.
Engaged Capital, as
the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest
X-A and Engaged Capital Opportunities and the investment adviser of the Engaged Capital Account, may be deemed to beneficially
own the 580,020 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital
Co-Invest X-A and Engaged Capital Opportunities and held in the Engaged Capital Account, constituting approximately 4.9% of the
Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 580,020
Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and
Engaged Capital Opportunities and held in the Engaged Capital Account, constituting approximately 4.9% of the Shares outstanding.
Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the
580,020 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest
X-A and Engaged Capital Opportunities and held in the Engaged Capital Account, constituting approximately 4.9% of the Shares outstanding.
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 Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer 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) Schedule
B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No.
1 to the Schedule 13D. All of such transactions were effected in the open market unless otherwise noted herein.
(e) As
of July 13, 2020, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 15, 2020
|
Engaged Capital Flagship Master Fund, LP
|
|
|
|
By:
|
Engaged Capital, LLC
General Partner
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Co-Invest X, LP
|
|
|
|
By:
|
Engaged Capital, LLC
General Partner
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Co-Invest X-A, LP
|
|
|
|
By:
|
Engaged Capital, LLC
General Partner
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Opportunities Fund, LP
|
|
|
|
By:
|
Engaged Capital, LLC
General Partner
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Flagship Fund, LP
|
|
|
|
By:
|
Engaged Capital, LLC
General Partner
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Flagship Fund, Ltd.
|
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Director
|
|
Engaged Capital, LLC
|
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Founder and Chief Investment Officer
|
|
Engaged Capital Holdings, LLC
|
|
|
|
|
By:
|
/s/ Glenn W. Welling
|
|
|
Name:
|
Glenn W. Welling
|
|
|
Title:
|
Sole Member
|
|
/s/ Glenn W. Welling
|
|
Glenn W. Welling
|
SCHEDULE B
Transactions in Securities of
the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Security($)
|
Date of
Purchase/Sale
|
Engaged
Capital Flagship Master Fund, LP
Sale of Common Stock
|
(2,487)
|
153.9341
|
07/13/2020
|
Sale of Common Stock
|
(1,701)
|
153.8701
|
07/13/2020
|
Sale of Common Stock
|
(11,575)
|
152.0000
|
07/13/2020
|
Sale of Common Stock
|
(33,605)
|
152.2846
|
07/13/2020
|
Engaged
Capital Co-Invest X, LP
Sale of Common Stock
|
(573)
|
153.8701
|
07/13/2020
|
Sale of Common Stock
|
(3,901)
|
152.0000
|
07/13/2020
|
Sale of Common Stock
|
(11,325)
|
152.2846
|
07/13/2020
|
Sale of Common Stock
|
(838)
|
153.9341
|
07/13/2020
|
Engaged
Capital Co-Invest X-A, LP
Sale of Common Stock
|
(6,518)
|
152.0000
|
07/13/2020
|
Sale of Common Stock
|
(958)
|
153.8701
|
07/13/2020
|
Sale of Common Stock
|
(1,400)
|
153.9341
|
07/13/2020
|
Sale of Common Stock
|
(18,922)
|
152.2846
|
07/13/2020
|
Engaged
Capital Opportunities Fund, LP
Sale of Common Stock
|
(4,339)
|
152.2846
|
07/13/2020
|
Sale of Common Stock
|
(1,495)
|
152.0000
|
07/13/2020
|
Sale of Common Stock
|
(219)
|
153.8701
|
07/13/2020
|
Sale of Common Stock
|
(321)
|
153.9341
|
07/13/2020
|
Engaged
Capital, LLC
(Through
the Engaged Capital Account)
Sale of Common Stock
|
(218)
|
153.9341
|
07/13/2020
|
Sale of Common Stock
|
(2,945)
|
152.2846
|
07/13/2020
|
Sale of Common Stock
|
(1,014)
|
152.0000
|
07/13/2020
|
Sale of Common Stock
|
(149)
|
153.8701
|
07/13/2020
|
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