(Amendment No. )1
GLENN W. WELLING
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 |
(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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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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2,389,167 |
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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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2,389,167 |
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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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2,389,167 |
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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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4.3% |
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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 V-B, LP |
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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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1,024,506 |
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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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1,024,506 |
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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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1,024,506 |
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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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1.8% |
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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 Flagship Fund, LP |
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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 |
|
7 |
|
SOLE VOTING POWER |
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SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
2,389,167 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
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|
|
|
|
REPORTING |
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- 0 - |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
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|
2,389,167 |
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|
10 |
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SHARED DISPOSITIVE POWER |
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|
- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,389,167 |
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|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.3% |
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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 Flagship Fund, Ltd. |
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2 |
|
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 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
|
|
CAYMAN ISLANDS |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
2,389,167 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
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|
|
|
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|
|
|
|
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|
2,389,167 |
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|
10 |
|
SHARED DISPOSITIVE POWER |
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|
|
|
|
|
|
|
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|
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|
- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,389,167 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
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|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.3% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
|
NAME OF REPORTING PERSON |
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|
Engaged Capital, LLC |
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|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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|
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|
(b) ☐ |
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|
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3 |
|
SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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|
OO |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
3,604,216 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,604,216 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,604,216 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.5% |
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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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|
Engaged Capital 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 |
|
SOURCE OF FUNDS |
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|
OO |
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5 |
|
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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|
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|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
3,604,216 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,604,216 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,604,216 |
|
|
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 |
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|
OO |
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1 |
|
NAME OF REPORTING PERSON |
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|
|
Glenn W. Welling |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
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|
|
|
|
|
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|
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|
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 |
|
|
|
|
3,604,216 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,604,216 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,604,216 |
|
|
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 |
|
|
|
|
|
|
|
|
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|
IN |
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|
|
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|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Christopher B. Hetrick |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
PF, 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 |
|
|
|
|
71,766* |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
71,766* |
|
|
|
10 |
|
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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71,766* |
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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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IN |
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* Includes 43,041 Shares (as defined in Item 1) underlying certain Director
Deferred Stock Units awarded to Mr. Hetrick in his capacity as a director of the Issuer, each of which represents the right to receive
one Share upon the termination of Mr. Hetrick’s service as a director of the Issuer.
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, $0.01 par value per share (the “Shares”), of Rent-A-Center, Inc., a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 5501 Headquarters Drive, Plano, Texas 75024.
| Item 2. | Identity and Background. |
(a) This
statement is filed by:
| (i) | Engaged Capital Flagship Master Fund, LP, a Cayman Islands exempted limited partnership (“Engaged
Capital Flagship Master”), with respect to the Shares directly and beneficially owned by it; |
| (ii) | Engaged Capital Co-Invest V-B, LP, a Delaware limited partnership (“Engaged Capital Co-Invest V-B”),
with respect to the Shares directly and beneficially owned by it; |
| (iii) | Engaged Capital Flagship Fund, LP, a Delaware limited partnership (“Engaged Capital Fund”),
as a feeder fund of Engaged Capital Flagship Master; |
| (iv) | Engaged Capital Flagship Fund, Ltd., a Cayman Islands exempted company (“Engaged Capital Offshore”),
as a feeder fund of Engaged Capital Flagship Master; |
| (v) | Engaged Capital, LLC, a Delaware limited liability company (“Engaged Capital”), as the general
partner and investment adviser of each of Engaged Capital Flagship Master and Engaged Capital Co-Invest V-B and the investment adviser
of a certain managed account (the “Engaged Capital Account”); |
| (vi) | Engaged Capital Holdings, LLC, a Delaware limited liability company (“Engaged Holdings”),
as the managing member of Engaged Capital; |
| (vii) | Glenn W. Welling, as the Founder and Chief Investment Officer (“CIO”) of Engaged Capital and
the sole member of Engaged Holdings; and |
| (viii) | Christopher B. Hetrick. |
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 Co-Invest V-B, Engaged Capital Fund, Engaged Capital, Engaged Holdings and Messrs. Welling and Hetrick is 610
Newport Center Drive, Suite 250, Newport Beach, California 92660.
(c) The
principal business of each of Engaged Capital Flagship Master and Engaged Capital Co-Invest V-B 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 Co-Invest V-B, 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, Engaged Capital Co-Invest V-B 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. Mr. Hetrick is the Director of Research at Engaged Capital and a member of the board of directors
of the Issuer.
(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 Co-Invest V-B,
Engaged Capital Fund, Engaged Capital and Engaged Holdings are organized under the laws of the State of Delaware. Messrs. Welling and
Hetrick are citizens 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 Engaged Capital Co-Invest V-B 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 2,389,167 Shares beneficially owned by Engaged Capital Flagship Master is approximately $45,272,690, including brokerage
commissions. The aggregate purchase price of the 1,024,506 Shares beneficially owned by Engaged Capital Co-Invest V-B is approximately
$23,961,911, including brokerage commissions. The aggregate purchase price of the 190,543 Shares held in the Engaged Capital Account is
approximately $3,284,759, including brokerage commissions.
Other than the 43,041 Director
Deferred Stock Units awarded to Mr. Hetrick in his capacity as a director of the Issuer (each of which represents the right to receive
one Share upon the termination of Mr. Hetrick’s service as a director of the Issuer), the Shares directly owned by Mr. Hetrick were
purchased with personal funds. The aggregate purchase price of the 28,725 Shares purchased by Mr. Hetrick is approximately $986,455, excluding
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.
Except in Mr. Hetrick’s
capacity as a director of the Issuer, 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; however, the Reporting Persons, at any time and from time to time,
may review, reconsider and change 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 55,670,048 Shares outstanding as of October 26,
2022, 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 3, 2022.
As of the date hereof, Engaged
Capital Flagship Master beneficially owned 2,389,167 Shares, constituting approximately 4.3% 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 2,389,167
Shares owned by Engaged Capital Flagship Master, constituting approximately 4.3% of the Shares outstanding.
As of the date hereof, Engaged
Capital Co-Invest V-B beneficially owned 1,024,506 Shares, constituting approximately 1.8% of the Shares outstanding.
As of the date hereof, 190,543
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 and Engaged Capital Co-Invest V-B and the investment adviser of the
Engaged Capital Account, may be deemed to beneficially own the 3,604,216 Shares owned in the aggregate by Engaged Capital Flagship Master
and Engaged Capital Co-Invest V-B 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 3,604,216 Shares owned in the aggregate
by Engaged Capital Flagship Master and Engaged Capital Co-Invest V-B 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 3,604,216 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest V-B and
held in the Engaged Capital Account, constituting approximately 6.5% of the Shares outstanding.
As of the date hereof, Mr. Hetrick
may be deemed to beneficially own 71,766 Shares, including 43,041 Director Deferred Stock Units (each of which represents the right to
receive one Share upon the termination of Mr. Hetrick’s service as a director of the Issuer), constituting less than 1% 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 Engaged Capital Co-Invest V-B, each of 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 Co-Invest V-B.
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.
Mr. Hetrick has the sole
power to vote and dispose of the Shares beneficially owned by him.
(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 December 9, 2022, 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 99.1 and is incorporated herein by reference.
Mr. Hetrick has been awarded
an aggregate of 43,041 Director Deferred Stock Units in his capacity as a director of the Issuer (each of which represents the right to
receive one Share upon the termination of Mr. Hetrick’s service as a director of the Issuer).
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. |
| 99.1 | Joint Filing Agreement, dated December 9, 2022. |
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: December 9, 2022
|
Engaged Capital Flagship Master Fund, LP |
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By: |
Engaged Capital, LLC
General Partner |
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By: |
/s/ Glenn W. Welling |
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Name: |
Glenn W. Welling |
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Title: |
Founder and Chief Investment Officer |
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Engaged Capital Co-Invest V-B, LP |
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By: |
Engaged Capital, LLC
General Partner |
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By: |
/s/ Glenn W. Welling |
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Name: |
Glenn W. Welling |
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Title: |
Founder and Chief Investment Officer |
|
Engaged Capital Flagship Fund, LP |
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By: |
Engaged Capital, LLC
General Partner |
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By: |
/s/ Glenn W. Welling |
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Name: |
Glenn W. Welling |
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Title: |
Founder and Chief Investment Officer |
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Engaged Capital Flagship Fund, Ltd. |
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By: |
/s/ Glenn W. Welling |
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Name: |
Glenn W. Welling |
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Title: |
Director |
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Engaged Capital, LLC |
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By: |
/s/ Glenn W. Welling |
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Name: |
Glenn W. Welling |
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Title: |
Founder and Chief Investment Officer |
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Engaged Capital Holdings, LLC |
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By: |
/s/ Glenn W. Welling |
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Name: |
Glenn W. Welling |
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Title: |
Sole Member |
|
/s/ Glenn W. Welling |
|
Glenn W. Welling |
|
/s/ Christopher B. Hetrick |
|
Christopher B. Hetrick |
SCHEDULE A
Directors and Officers of Engaged Capital
Flagship Fund, Ltd.
Name and Position |
Principal Occupation |
Principal Business Address |
Citizenship |
Glenn W. Welling
Director* |
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|
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.
SCHEDULE B
Transactions in Securities of the Issuer
During the Past 60 Days
Nature of the Transaction |
Securities
Acquired/(Disposed) |
Price Per
Security($) |
Date of
Acquisition/Disposition |
ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP
Purchase of Common Stock |
5,670 |
23.3678 |
11/30/2022 |
Purchase of Common Stock |
2,169 |
23.4969 |
12/01/2022 |
Purchase of Common Stock |
18,147 |
23.4727 |
12/02/2022 |
Purchase of Common Stock |
15,151 |
23.1566 |
12/05/2022 |
Purchase of Common Stock |
4,079 |
23.4318 |
12/05/2022 |
Purchase of Common Stock |
13,112 |
23.4454 |
12/06/2022 |
Purchase of Common Stock |
5,534 |
23.2403 |
12/06/2022 |
Purchase of Common Stock |
11,843 |
23.4793 |
12/07/2022 |
Purchase of Common Stock |
7,613 |
23.5246 |
12/07/2022 |
Purchase of Common Stock |
23,579 |
23.6071 |
12/08/2022 |
ENGAGED CAPITAL CO-INVEST V-B, LP
Purchase of Common Stock |
48,820 |
20.7691 |
11/04/2022 |
Purchase of Common Stock |
20,000 |
21.1462 |
11/04/2022 |
Purchase of Common Stock |
40,000 |
21.0699 |
11/04/2022 |
Purchase of Common Stock |
2,299 |
21.1321 |
11/07/2022 |
Purchase of Common Stock |
101,881 |
21.3426 |
11/07/2022 |
Purchase of Common Stock |
13,140 |
23.1513 |
11/29/2022 |
Purchase of Common Stock |
2,412 |
22.8953 |
11/29/2022 |
Purchase of Common Stock |
5,006 |
23.0955 |
11/29/2022 |
Purchase of Common Stock |
28,545 |
23.3678 |
11/30/2022 |
Purchase of Common Stock |
4,615 |
22.8768 |
11/30/2022 |
Purchase of Common Stock |
12,689 |
23.4969 |
12/01/2022 |
Purchase of Common Stock |
106,141 |
23.4727 |
12/02/2022 |
Purchase of Common Stock |
23,862 |
23.4318 |
12/05/2022 |
Purchase of Common Stock |
88,620 |
23.1566 |
12/05/2022 |
Purchase of Common Stock |
341 |
22.9145 |
12/06/2022 |
Purchase of Common Stock |
32,371 |
23.2403 |
12/06/2022 |
Purchase of Common Stock |
69,269 |
23.4793 |
12/07/2022 |
Purchase of Common Stock |
44,527 |
23.5246 |
12/07/2022 |
Purchase of Common Stock |
21,545 |
23.7000 |
12/08/2022 |
Purchase of Common Stock |
16,582 |
23.6071 |
12/08/2022 |
Purchase of Common Stock |
34,607 |
23.6028 |
12/08/2022 |
Purchase of Common Stock |
29,800 |
23.6700 |
12/09/2022 |
Purchase of Common Stock |
20,284 |
23.5884 |
12/09/2022 |
Purchase of Common Stock |
76,053 |
23.6564 |
12/09/2022 |
ENGAGED CAPITAL, LLC
(Through the Engaged Capital Account)
Purchase of Common Stock |
460 |
22.8768 |
11/30/2022 |
Purchase of Common Stock |
176 |
23.4969 |
12/01/2022 |
Purchase of Common Stock |
1,471 |
23.4727 |
12/02/2022 |
Purchase of Common Stock |
1,229 |
23.1566 |
12/05/2022 |
Purchase of Common Stock |
331 |
23.4318 |
12/05/2022 |
Purchase of Common Stock |
1,063 |
23.4454 |
12/06/2022 |
Purchase of Common Stock |
449 |
23.2403 |
12/06/2022 |
Purchase of Common Stock |
960 |
23.4793 |
12/07/2022 |
Purchase of Common Stock |
617 |
23.5246 |
12/07/2022 |
Purchase of Common Stock |
5,921 |
23.6071 |
12/08/2022 |
CHRISTOPHER B. HETRICK
Award of Director Deferred Stock Unit |
190 |
# |
10/25/2022 |
# Awarded by the Issuer in connection with Mr. Hetrick’s
service as a director of the Issuer.