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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| FORM 4 |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )In addition to Marcato Capital Management, LP, a Delaware limited partnership ('Marcato"), this Form 4 is being filed jointly by Marcato International Master Fund, Ltd., a Cayman Islands exempted company ("Marcato International"), and Richard McGuire, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Marcato and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").|
( 2 )Marcato, as the investment manager of Marcato International, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a 1(a) under the Securities Exchange Act of 1934. As the general partner of Marcato, Marcato Holdings LLC may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Richard McGuire's position as Managing Partner of Marcato and managing member of Marcato Holdings LLC, Richard McGuire may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
( 3 )Matthew Hepler, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of the Reporting Persons. As a result, each of those persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
( 4 )Matthew Hepler and Marcato International are parties to an agreement pursuant to which Matthew Hepler has agreed to transfer and assign to Marcato International all rights, title, interests, duties, obligations and liabilities with respect to all shares of the Issuer paid to Mr. Hepler in connection with his service as a director of the Issuer. As a result, the Reporting Persons are the beneficial owners of such shares.
|* 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).|