|SCOPIA CAPITAL MANAGEMENT LP filed this Form SC 13D/A on 11/08/2018|
Amendment No. 8 to Schedule 13D
The following constitutes Amendment No. 8 ("Amendment No. 8") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Scopia Capital Management LP ("Scopia Capital"), Scopia Management, Inc. ("Scopia Management"), Matthew Sirovich and Jeremy Mindich (collectively, the "Reporting Persons") on June 6, 2016, as amended by Amendment No. 1 filed on August 10, 2016, Amendment No. 2 filed on December 7, 2016, Amendment No. 3 filed on February 7, 2017, Amendment No. 4 filed on March 23, 2018, Amendment No. 5 filed on April 17, 2018, Amendment No. 6 filed on July 31, 2018, and Amendment No. 7 filed on November 5, 2018. This Amendment No. 8 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The aggregate purchase price of the shares of Class A Common Stock directly held by the Investment Vehicles and the Transferred Account reported herein was $245,702,282. The shares of Class A Common Stock directly held by the Investment Vehicles and the Transferred Account were purchased with the working capital of the Investment Vehicles and the Transferred Account (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). All shares of Class A Common Stock reported herein were purchased in open market transactions through a broker.
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
This Amendment No. 8 is being filed to report dispositions of beneficial ownership of Class A Common Stock in an amount equal to one percent or more of the Issuer's outstanding Class A Common Stock since the Reporting Persons' previous amendment to Schedule 13D and which have caused the Reporting Persons to cease to be the beneficial owners of more than five percent of the Issuer's outstanding Class A Common Stock. The disclosure in Item 5(c) below regarding transactions in the Issuer's Class A Common Stock effected during the previous 60 days is incorporated by reference herein. Consistent with their investment purpose, the Reporting Persons may make, or cause, further dispositions of Class A Common Stock from time to time and may acquire, or cause to be acquired, additional shares of Class A Common Stock, in each case depending on market conditions and other factors.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Issuer's securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Class A Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, "Securities") in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.