1
|
NAME OF REPORTING PERSONS
The D3 Family Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
794,502
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
794,502
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
794,502
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
The D3 Family Bulldog Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,452,390
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,452,390
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,452,390
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
Benedict Value Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
333,555
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
333,555
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,555
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
Haredale Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
73,868
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
0
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
73,868
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,868
|
||
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 PERSONS
Nierenberg Investment Management Company, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
2,580,447
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,654,315
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,654,315
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
David Nierenberg
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
56,005
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
2,580,447
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
56,005
|
|
10
|
SHARED DISPOSITIVE POWER
2,654,315
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,710,320
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Exhibit 99.1 |
Joint Filing Agreement to Schedule 13D-G by and among D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P., Benedict Value Fund, L.P., Haredale Ltd., Nierenberg Investment Management Company, Inc. and David Nierenberg, dated as of July 21,
2022.
|
D3 FAMILY FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
|
||
D3 FAMILY FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg, President
|
D3 FAMILY BULLDOG FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg, President
|
BENEDICT VALUE FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg, President
|
HAREDALE LTD.
By: Nierenberg Investment Management Company, Inc.,
its Investment Manager
|
|
By:
|
/s/ David Nierenberg
|
David Nierenberg, President
|
NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC.
|
|
By:
|
/s/ David Nierenberg
|
David Nierenberg, President
|
/s/ David Nierenberg
|
DAVID NIERENBERG
|
Date
|
Buy/Sell
|
Security
|
Approximate
Price Per Share1
|
Amount of Shares Bought/(Sold)
|
|||||
The D3 Family Fund, L.P.
|
|||||||||
06/23/2022
|
BUY
|
Common Stock
|
5.0645
|
4,820
|
|||||
06/24/2022
|
BUY
|
Common Stock
|
5.1797
|
782
|
|||||
06/27/2022
|
BUY
|
Common Stock
|
5.2784
|
1,770
|
|||||
06/28/2022
|
BUY
|
Common Stock
|
5.4660
|
302
|
|||||
06/29/2022
|
BUY
|
Common Stock
|
5.3204
|
3,570
|
|||||
06/30/2022
|
BUY
|
Common Stock
|
5.5588
|
2,951
|
|||||
07/01/2022
|
BUY
|
Common Stock
|
5.4980
|
4,495
|
|||||
07/05/2022
|
BUY
|
Common Stock
|
5.3182
|
2,148
|
|||||
07/06/2022
|
BUY
|
Common Stock
|
5.4080
|
5,117
|
|||||
07/14/2022
|
BUY
|
Common Stock
|
4.9970
|
5,205
|
|||||
07/15/2022
|
BUY
|
Common Stock
|
5.0022
|
5,065
|
|||||
The D3 Family Bulldog Fund, L.P.
|
|||||||||
06/23/2022
|
BUY
|
Common Stock
|
5.0645
|
8,965
|
|||||
06/24/2022
|
BUY
|
Common Stock
|
5.1797
|
1,454
|
|||||
06/27/2022
|
BUY
|
Common Stock
|
5.2784
|
3,293
|
|||||
06/28/2022
|
BUY
|
Common Stock
|
5.4660
|
561
|
|||||
06/29/2022
|
BUY
|
Common Stock
|
5.3204
|
6,641
|
|||||
06/30/2022
|
BUY
|
Common Stock
|
5.5588
|
5,489
|
|||||
07/01/2022
|
BUY
|
Common Stock
|
5.4980
|
8,361
|
|||||
07/05/2022
|
BUY
|
Common Stock
|
5.3182
|
3,995
|
|||||
07/06/2022
|
BUY
|
Common Stock
|
5.4080
|
9,518
|
|||||
07/14/2022
|
BUY
|
Common Stock
|
4.9970
|
9,516
|
|||||
07/15/2022
|
BUY
|
Common Stock
|
5.0022
|
9,259
|
|||||
Benedict Value Fund, L.P.
|
|||||||||
05/20/2022
|
BUY
|
Common Stock
|
5.5395
|
5,100
|
|||||
05/27/2022
|
BUY
|
Common Stock
|
5.2101
|
2,926
|
|||||
05/31/2022
|
BUY
|
Common Stock
|
5.4481
|
2,074
|
|||||
06/07/2022
|
BUY
|
Common Stock
|
5.6936
|
1,100
|
|||||
06/09/2022
|
BUY
|
Common Stock
|
5.7908
|
1,482
|
|||||
06/10/2022
|
BUY
|
Common Stock
|
5.5811
|
4,400
|
|||||
06/13/2022
|
BUY
|
Common Stock
|
5.4240
|
2,000
|
|||||
06/14/2022
|
BUY
|
Common Stock
|
5.3520
|
3,646
|
|||||
06/15/2022
|
BUY
|
Common Stock
|
5.5092
|
4,372
|
|||||
06/16/2022
|
BUY
|
Common Stock
|
5.2415
|
1,716
|
|||||
06/17/2022
|
BUY
|
Common Stock
|
5.2503
|
3,546
|
|||||
06/21/2022
|
BUY
|
Common Stock
|
5.3708
|
3,204
|
|||||
06/22/2022
|
BUY
|
Common Stock
|
5.4263
|
2,534
|
|||||
06/23/2022
|
BUY
|
Common Stock
|
5.0645
|
3,714
|
|||||
06/24/2022
|
BUY
|
Common Stock
|
5.1797
|
602
|
|||||
06/27/2022
|
BUY
|
Common Stock
|
5.2784
|
1,365
|
|||||
06/28/2022
|
BUY
|
Common Stock
|
5.4660
|
233
|
|||||
06/29/2022
|
BUY
|
Common Stock
|
5.3204
|
2,751
|
|||||
06/30/2022
|
BUY
|
Common Stock
|
5.5588
|
2,273
|
|||||
07/01/2022
|
BUY
|
Common Stock
|
5.4980
|
3,463
|
|||||
07/05/2022
|
BUY
|
Common Stock
|
5.3182
|
1,655
|
|||||
07/06/2022
|
BUY
|
Common Stock
|
5.4080
|
3,944
|
|||||
07/07/2022
|
BUY
|
Common Stock
|
5.4101
|
13,718
|
|||||
07/08/2022
|
BUY
|
Common Stock
|
5.3525
|
6,282
|
|||||
07/14/2022
|
BUY
|
Common Stock
|
4.9970
|
10,137
|
|||||
07/15/2022
|
BUY
|
Common Stock
|
5.0022
|
9,863
|
|||||
07/18/2022
|
BUY
|
Common Stock
|
4.9998
|
13,508
|
|||||
07/19/2022
|
BUY
|
Common Stock
|
5.2096
|
4,492
|
|||||
Haredale Ltd.
|
|||||||||
06/23/2022
|
BUY
|
Common Stock
|
5.0645
|
141
|
|||||
06/24/2022
|
BUY
|
Common Stock
|
5.1797
|
23
|
|||||
06/27/2022
|
BUY
|
Common Stock
|
5.2784
|
52
|
|||||
06/28/2022
|
BUY
|
Common Stock
|
5.4660
|
10
|
|||||
06/29/2022
|
BUY
|
Common Stock
|
5.3204
|
106
|
|||||
06/30/2022
|
BUY
|
Common Stock
|
5.5588
|
88
|
|||||
07/01/2022
|
BUY
|
Common Stock
|
5.4980
|
133
|
|||||
07/05/2022
|
BUY
|
Common Stock
|
5.3182
|
64
|
|||||
07/06/2022
|
BUY
|
Common Stock
|
5.4080
|
151
|
|||||
07/14/2022
|
BUY
|
Common Stock
|
4.9970
|
484
|
|||||
07/15/2022
|
BUY
|
Common Stock
|
5.0022
|
471
|
D3 FAMILY FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg, President
|
D3 FAMILY BULLDOG FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg, President
|
BENEDICT VALUE FUND, L.P.
By: Nierenberg Investment Management Company, Inc.,
its General Partner
|
||
By:
|
/s/ David Nierenberg
|
|
David Nierenberg, President
|
HAREDALE LTD.
By: Nierenberg Investment Management Company, Inc.,
its Investment Manager
|
|
By:
|
/s/ David Nierenberg
|
David Nierenberg, President
|
NIERENBERG INVESTMENT MANAGEMENT COMPANY, INC.
|
|
By:
|
/s/ David Nierenberg
|
David Nierenberg, President
|
/s/ David Nierenberg
|
DAVID NIERENBERG
|