SC 13D 1 sc13d09455044_11162021.htm THE SCHEDULE 13D
Quotient Technology Inc.
SC 13D on 11/17/2021   Download
SEC Document
SEC Filing

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. )1

Quotient Technology Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

749119103

(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)

 

November 9, 2021

(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).

 

CUSIP No. 749119103

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Flagship Master Fund, 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  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,636,142  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,636,142  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,636,142  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 749119103

  1   NAME OF REPORTING PERSON  
         
        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         5,636,142  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,636,142  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,636,142  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP No. 749119103

 

  1   NAME OF REPORTING PERSON  
         
        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         5,636,142  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,636,142  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,636,142  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.0%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

4

CUSIP No. 749119103

 

  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         6,107,150  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,107,150  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,107,150  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.5%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

5

CUSIP No. 749119103

 

  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         6,107,150  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,107,150  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,107,150  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.5%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

CUSIP No. 749119103

 

  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         6,107,150  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,107,150  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,107,150  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.5%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

7

CUSIP No. 749119103

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, par value $0.00001 per share (the “Shares”), of Quotient Technology Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1260 East Stringham Avenue, Suite 600, Salt Lake City, Utah, 84106.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Engaged Capital Flagship Master Fund, LP (“Engaged Capital Flagship Master”), a Cayman Islands exempted limited partnership, with respect to the Shares directly and beneficially owned by it;
(ii)Engaged Capital Flagship Fund, LP (“Engaged Capital Fund”), a Delaware limited partnership, as a feeder fund of Engaged Capital Flagship Master;
(iii)Engaged Capital Flagship Fund, Ltd. (“Engaged Capital Offshore”), a Cayman Islands exempted company, as a feeder fund of Engaged Capital Flagship Master;
(iv)Engaged Capital, LLC, a Delaware limited liability company (“Engaged Capital”), as the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of a certain managed account (the “Engaged Capital Account”);
(v)Engaged Capital Holdings, LLC, a Delaware limited liability company (“Engaged Holdings”), as the managing member of Engaged Capital; and
(vi)Glenn W. Welling, as the Founder and Chief Investment Officer (“CIO”) of Engaged Capital and the sole member of Engaged Holdings.

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 Joint Filing Agreement, as further described 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 Engaged Capital Offshore. 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 Engaged Capital Flagship Master and Engaged Capital Offshore is c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The address of the principal office of each of Engaged Capital Fund, Engaged Capital, Engaged Holdings and Mr. Welling is 610 Newport Center Drive, Suite 250, Newport Beach, California 92660.

8

CUSIP No. 749119103

(c)       The principal business of Engaged Capital Flagship Master is investing in securities. Each of Engaged Capital Fund and Engaged Capital Offshore is a private investment partnership that serves as a feeder fund of Engaged Capital Flagship Master. Engaged Capital is a registered investment advisor and serves as the investment adviser to each of Engaged Capital Flagship Master, Engaged Capital Fund, Engaged Capital Offshore and the Engaged Capital Account. Engaged Capital is also the general partner of each of Engaged Capital Flagship Master and Engaged Capital Fund. Engaged Holdings serves as the managing member of Engaged Capital. Mr. Welling is the Founder and CIO of Engaged Capital, the sole member of Engaged Holdings and a director of Engaged Capital Offshore.

(d)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, 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.

(f)       Engaged Capital Flagship Master and Engaged Capital Offshore are organized under the laws of the Cayman Islands. Engaged Capital Fund, Engaged Capital and Engaged Holdings are organized under the laws of the State of Delaware. Mr. Welling is a citizen of the United States of America.

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

The Shares purchased by each of Engaged Capital Flagship Master 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 5,636,142 Shares beneficially owned by Engaged Capital Flagship Master is approximately $36,421,479, including brokerage commissions. The aggregate purchase price of the 471,008 Shares held in the Engaged Capital Account is approximately $3,041,362, 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 including through a trading plan created under Rule 10b5-1(c) 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 communications with the Issuer’s Board of Directors (the “Board”) and management team regarding opportunities to maximize stockholder value.

On November 17, 2021, Engaged Capital issued a public letter to the Board (the “Letter”) expressing its concerns with the Issuer’s consistently poor performance, both in regards to Share price and operations. Engaged Capital also expressed alarm regarding what it sees as the Board’s blatant disregard for good governance and dereliction of fiduciary duties to stockholders. Engaged Capital believes that rather than taking decisive action to remedy the weak operating and Share price underperformance, the Board has selfishly focused on employing strategies to further entrench itself, which has become glaringly obvious given the Board’s manipulation of director classes in July 2021 as well as the recently announced tax benefits preservation plan, dated November 11, 2021 (the “NOL Pill”), which was clearly implemented to thwart stockholders from acquiring 4.9% or more of the Shares, notwithstanding the Board’s purported justification. The full text of the Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

9

CUSIP No. 749119103

Also on November 17, 2021, the Reporting Persons delivered a letter to the Issuer formally requesting an exemption to be granted by the Board under the NOL Pill to allow the Reporting Persons to acquire beneficial ownership in the aggregate of up to 9.99% of the then outstanding Shares, representing a maximum of 9,432,723 Shares (the “Exemption Request”). The Reporting Persons explained that they do not believe the requested acquisitions will limit or impair in any way the availability to the Issuer of its net operating losses or any other tax benefits. To the extent that the Board does not promptly consider and grant the Exemption Request, the Reporting Persons’ belief that the NOL Pill was adopted as an anti-takeover measure intended to insulate the current Board from the influence of the Issuer’s stockholders will be confirmed. The full text of the Exemption Request is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

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 stockholders 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.

Item 5.Interest in Securities of the Issuer.

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 94,421,658 Shares outstanding as of November 2, 2021, 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 November 5, 2021.

As of the date hereof, Engaged Capital Flagship Master beneficially owned 5,636,142 Shares, constituting approximately 6.0% 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 5,636,142 Shares owned by Engaged Capital Flagship Master, constituting approximately 6.0% of the Shares outstanding.

As of the date hereof, 471,008 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.

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CUSIP No. 749119103

Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 6,107,150 Shares owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 6.5% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 6,107,150 Shares owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 6.5% 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 6,107,150 Shares owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 6.5% 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.

(b)       By virtue of their respective positions with Engaged Capital Flagship Master, each of Engaged Capital Fund, Engaged Capital Offshore, Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Flagship Master.

By virtue of their respective positions with the Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares held in the Engaged Capital Account.

(c)       Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market unless otherwise noted therein.

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

On November 17, 2021, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to 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 Joint Filing Agreement is attached hereto as Exhibit 99.3 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.
99.1Letter to Board, dated November 17, 2021.
99.2Exemption Request, dated November 17, 2021.
99.3Joint Filing Agreement, dated November 17, 2021.

11

CUSIP No. 749119103

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: November 17, 2021

  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 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

 

 

12

CUSIP No. 749119103

 

/s/ Glenn W. Welling

  Glenn W. Welling

 

13

CUSIP No. 749119103

SCHEDULE A

Directors and Officers of Engaged Capital Flagship Fund, Ltd.

Name and Position Principal Occupation Principal Business Address Citizenship
Glenn W. Welling
Director*
     
Mark John Cook
Director
Company Director 3rd Floor, Harbour Centre
George Town, Grand Cayman
Cayman Islands
Australia
Mark Victor Murray
Director
Company Director 2F Landmark Square
64 Earth Close
Seven Mile Beach
Grand Cayman
Cayman Islands
United Kingdom & British Overseas Territory Citizen (Cayman Islands)

 

 


*Mr. Welling is a Reporting Person and, as such, the information with respect to Mr. Welling called for by the Schedule 13D is set forth therein.

 

CUSIP No. 749119103

SCHEDULE B

Transactions in Securities of the Issuer During the Past 60 Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Security($)

Date of

Purchase/Sale

 

ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP

 

Sale of Common Stock (46,275) 6.3018 09/17/2021
Sale of Common Stock (46,282) 6.1432 09/20/2021
Purchase of Common Stock 3,137 6.3715 11/02/2021
Purchase of Common Stock 26,460 6.4340 11/02/2021
Purchase of Common Stock 11,344 6.3774 11/02/2021
Purchase of Common Stock 228,609 5.8070 11/04/2021
Purchase of Common Stock 4,639 5.7996 11/04/2021
Purchase of Common Stock 76,999 5.5486 11/04/2021
Purchase of Common Stock 2,359,088 5.9413 11/04/2021
Purchase of Common Stock 3,638 5.5214 11/04/2021
Purchase of Common Stock 50,878 6.5951 11/08/2021
Purchase of Common Stock 913,056 6.6181 11/08/2021
Purchase of Common Stock 71,783 6.8730 11/08/2021
Purchase of Common Stock 781,657 6.8032 11/09/2021
Purchase of Common Stock 537,334 7.2252 11/10/2021
Purchase of Common Stock 18,457 6.9471 11/10/2021

 

ENGAGED CAPITAL, LLC

(Through the Engaged Capital Account

 

Sale of Common Stock (3,725) 6.3018 09/17/2021
Sale of Common Stock (3,718) 6.1432 09/20/2021
Purchase of Common Stock 263 6.3715 11/02/2021
Purchase of Common Stock 2,655 6.3774 11/02/2021
Purchase of Common Stock 2,215 6.4340 11/02/2021
Purchase of Common Stock 19,191 5.8070 11/04/2021
Purchase of Common Stock 390 5.7996 11/04/2021
Purchase of Common Stock 6,464 5.5486 11/04/2021
Purchase of Common Stock 451 5.5214 11/04/2021
Purchase of Common Stock 198,043 5.9413 11/04/2021
Purchase of Common Stock 3,523 6.5951 11/08/2021
Purchase of Common Stock 76,444 6.6181 11/08/2021
Purchase of Common Stock 6,010 6.8730 11/08/2021
Purchase of Common Stock 65,445 6.8032 11/09/2021
Purchase of Common Stock 44,120 7.2252 11/10/2021
Purchase of Common Stock 1,543 6.9471 11/10/2021