07/07/2025 | Press release | Distributed by Public on 07/07/2025 15:44
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Engine Capital Management, LP 1345 AVENUE OF THE AMERICAS, 2ND FLOOR NEW YORK, NY 10105 |
X | |||
ENGINE CAPITAL, L.P. 1345 AVENUE OF THE AMERICAS, 2ND FLOOR NEW YORK, NY 10105 |
X | |||
Engine Jet Capital, L.P. 1345 AVENUE OF THE AMERICAS, 2ND FLOOR NEW YORK, NY 10105 |
X | |||
Engine Lift Capital, LP 1345 AVENUE OF THE AMERICAS, 2ND FLOOR NEW YORK, NY 10105 |
X | |||
Engine Investments, LLC 1345 AVENUE OF THE AMERICAS, 2ND FLOOR NEW YORK, NY 10105 |
X | |||
Engine Investments II, LLC 1345 AVENUE OF THE AMERICAS, 2ND FLOOR NEW YORK, NY 10105 |
X | |||
Engine Capital Management GP, LLC 1345 AVENUE OF THE AMERICAS, 2ND FLOOR NEW YORK, NY 10105 |
X | |||
Ajdler Arnaud 1345 AVENUE OF THE AMERICAS, 2ND FLOOR NEW YORK, NY 10105 |
X |
Engine Capital Management, LP, By: Engine Capital Management GP, LLC, By: Arnaud Ajdler, Managing Member | 07/07/2025 | |
**Signature of Reporting Person | Date | |
Engine Capital, L.P., By: Engine Investments, LLC, By: Arnaud Ajdler, Managing Member | 07/07/2025 | |
**Signature of Reporting Person | Date | |
Engine Jet Capital, L.P., By: Engine Investments, LLC, By: Arnaud Ajdler, Managing Member | 07/07/2025 | |
**Signature of Reporting Person | Date | |
Engine Lift Capital, LP, By: Engine Investments II, LLC, By: Arnaud Ajdler, Managing Member | 07/07/2025 | |
**Signature of Reporting Person | Date | |
Engine Investments, LLC, By: Arnaud Ajdler, Managing Member | 07/07/2025 | |
**Signature of Reporting Person | Date | |
Engine Investments II, LLC, By: Arnaud Ajdler, Managing Member | 07/07/2025 | |
**Signature of Reporting Person | Date | |
Engine Capital Management GP, LLC, By: Arnaud Ajdler, Managing Member | 07/07/2025 | |
**Signature of Reporting Person | Date | |
/s/ Arnaud Ajdler | 07/07/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 4 is filed jointly by Engine Capital, L.P. ("Engine Capital"), Engine Jet Capital, L.P. ("Engine Jet"), Engine Lift Capital, LP ("Engine Lift"), Engine Capital Management, LP ("Engine Management"), Engine Capital Management GP, LLC ("Engine GP"), Engine Investments, LLC ("Engine Investments"), Engine Investments II, LLC ("Engine Investments II") and Arnaud Ajdler (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of common stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(2) | Securities owned directly by Engine Capital. Engine Investments is the general partner of Engine Capital, Engine Management is the investment advisor of Engine Capital, Engine GP is the general partner of Engine Management, and Mr. Ajdler serves as the managing partner of Engine Management and the managing member of Engine GP and Engine Investments. As a result of these relationships, Engine Investments, Engine Management, Engine GP and Mr. Ajdler may be deemed to beneficially own the securities owned directly by Engine Capital. |
(3) | Securities owned directly by Engine Jet. Engine Investments is the general partner of Engine Jet, Engine Management is the investment advisor of Engine Jet, Engine GP is the general partner of Engine Management, and Mr. Ajdler serves as the managing partner of Engine Management and the managing member of Engine GP and Engine Investments. As a result of these relationships, Engine Investments, Engine Management, Engine GP and Mr. Ajdler may be deemed to beneficially own the securities owned directly by Engine Jet. |
(4) | Securities owned directly by Engine Lift. Engine Investments II is the general partner of Engine Lift, Engine Management is the investment advisor of Engine Lift, Engine GP is the general partner of Engine Management, and Mr. Ajdler serves as the managing partner of Engine Management and the managing member of Engine GP and Engine Investments II. As a result of these relationships, Engine Investments II, Engine Management, Engine GP and Mr. Ajdler may be deemed to beneficially own the securities owned directly by Engine Lift. |