Schedule 13D/A

Filed by: LEGION PARTNERS ASSET MANAGEMENT, LLC
Total Shares: 1,726,086
Subject Company: Papa Johns International Inc. - View Complete Ownership History Backtest
Filed as of Date: 10/03/2019
Event Date: 10/01/2019
Overall % Ownership: 5.4

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Legion Partners, LP I 0 880,660 0 880,660 880,660 2.8%
Legion Partners, LP II 0 42,781 0 42,781 42,781 1%
Legion Partners Special Opportunities, LP I 0 802,545 0 802,545 802,545 2.5%
Legion Partners, LLC 0 1,725,986 0 1,725,986 1,725,986 5.4%
Legion Partners Asset Management, LLC 0 1,725,986 0 1,725,986 1,725,986 5.4%
Legion Partners Holdings, LLC 0 1,726,086 0 1,726,086 1,726,086 5.4%
Christopher S Kiper 0 1,726,086 0 1,726,086 1,726,086 5.4%
Raymond White 0 1,726,086 0 1,726,086 1,726,086 5.4%
California State Teachers’ Retirement System 34,463 0 34,463 0 34,463 1%
View Original Filing on Edgar's

Raw Filing Contents

0001013594-19-000554.txt : 20191003
0001013594-19-000554.hdr.sgml : 20191003
20191003163538
ACCESSION NUMBER:		0001013594-19-000554
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20191003
DATE AS OF CHANGE:		20191003

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PAPA JOHNS INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000901491
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING PLACES [5812]
		IRS NUMBER:				611203323
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1229

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-44487
		FILM NUMBER:		191136150

	BUSINESS ADDRESS:	
		STREET 1:		2002 PAPA JOHNS BOULEVARD
		CITY:			LOUISVILLE
		STATE:			KY
		ZIP:			40299-2334
		BUSINESS PHONE:		5022617272

	MAIL ADDRESS:	
		STREET 1:		P O BOX 99900
		CITY:			LOUISVILLE
		STATE:			KY
		ZIP:			40269-9990

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Legion Partners Asset Management, LLC
		CENTRAL INDEX KEY:			0001560207
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		9401 WILSHIRE BLVD., SUITE 705
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90212
		BUSINESS PHONE:		424-253-1774

	MAIL ADDRESS:	
		STREET 1:		9401 WILSHIRE BLVD., SUITE 705
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90212
SC 13D/A 1 papajohn13da5-100119.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)1
Papa John’s International, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
698813102
(CUSIP Number)
CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
9401 Wilshire Blvd, Suite 705,
Beverly Hills, CA 90212
(424) 253-1773
APRIL WILCOX
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
100 Waterfront Place, MS 04, West Sacramento, CA 95605
(916) 414-7551

CHRISTOPHER P. DAVIS, ESQ.
KLEINBERG, KAPLAN, WOLFF & COHEN, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.



1            The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).


1
 
NAME OF REPORTING PERSONS
Legion Partners, L.P. I
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ⌧  (b) ◻
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
WC
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ◻
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
- 0 -
8
 
SHARED VOTING POWER
880,660
9
 
SOLE DISPOSITIVE POWER
- 0 -
10
 
SHARED DISPOSITIVE POWER
880,660
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
880,660
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
PN




1
 
NAME OF REPORTING PERSONS
Legion Partners, L.P. II
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ⌧  (b) ◻
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
WC
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ◻
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
- 0 -
8
 
SHARED VOTING POWER
42,781
9
 
SOLE DISPOSITIVE POWER
- 0 -
10
 
SHARED DISPOSITIVE POWER
42,781
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,781
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
PN



1
 
NAME OF REPORTING PERSONS
Legion Partners Special Opportunities, L.P. I
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ⌧  (b) ◻
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
WC
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ◻
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
- 0 -
8
 
SHARED VOTING POWER
802,545
9
 
SOLE DISPOSITIVE POWER
- 0 -
10
 
SHARED DISPOSITIVE POWER
802,545
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
802,545
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ◻
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14
 
TYPE OF REPORTING PERSON
PN



1
 
NAME OF REPORTING PERSONS
Legion Partners, LLC
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ⌧  (b) ◻
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
AF
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ◻
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
- 0 -
8
 
SHARED VOTING POWER
1,725,986
9
 
SOLE DISPOSITIVE POWER
- 0 -
10
 
SHARED DISPOSITIVE POWER
1,725,986
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,725,986
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ◻
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14
 
TYPE OF REPORTING PERSON
OO




1
 
NAME OF REPORTING PERSONS
Legion Partners Asset Management, LLC
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ⌧  (b) ◻
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
AF
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ◻
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
- 0 -
8
 
SHARED VOTING POWER
1,725,986
9
 
SOLE DISPOSITIVE POWER
- 0 -
10
 
SHARED DISPOSITIVE POWER
1,725,986
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,725,986
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ◻
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14
 
TYPE OF REPORTING PERSON
OO




1
 
NAME OF REPORTING PERSONS
Legion Partners Holdings, LLC
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ⌧  (b) ◻
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
AF
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ◻
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
-0-
8
 
SHARED VOTING POWER
1,726,086
9
 
SOLE DISPOSITIVE POWER
-0-
10
 
SHARED DISPOSITIVE POWER
1,726,086
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,726,086
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ◻
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14
 
TYPE OF REPORTING PERSON
OO




1
 
NAME OF REPORTING PERSONS
Christopher S. Kiper
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ⌧  (b) ◻
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
AF
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
- 0 -
8
 
SHARED VOTING POWER
1,726,086
9
 
SOLE DISPOSITIVE POWER
- 0 -
10
 
SHARED DISPOSITIVE POWER
1,726,086
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,726,086
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ◻
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14
 
TYPE OF REPORTING PERSON
IN



1
 
NAME OF REPORTING PERSONS
Raymond White
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ⌧  (b) ◻
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
AF
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
- 0 -
8
 
SHARED VOTING POWER
1,726,086
9
 
SOLE DISPOSITIVE POWER
- 0 -
10
 
SHARED DISPOSITIVE POWER
1,726,086
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,726,086
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ◻
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14
 
TYPE OF REPORTING PERSON
IN




1
 
NAME OF REPORTING PERSONS
California State Teachers’ Retirement System
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ⌧  (b) ◻
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
WC
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ◻
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
 
SOLE VOTING POWER
34,463
8
 
SHARED VOTING POWER
- 0 -
9
 
SOLE DISPOSITIVE POWER
34,463
10
 
SHARED DISPOSITIVE POWER
- 0 -
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,463
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
EP


The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (the “Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
Item 5.
Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety as follows:
The aggregate percentage of securities reported owned by each person named herein is based upon 31,786,388 shares of Common Stock outstanding as of July 31, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 6, 2019.
A.
Legion Partners I

(a)
As of the close of business on October 3, 2019, Legion Partners I beneficially owned 880,660 Shares.
Percentage: Approximately 2.8%

(b)             1.             Sole power to vote or direct vote: 0

2.
Shared power to vote or direct vote: 880,660

3.
Sole power to dispose or direct the disposition: 0

4.
Shared power to dispose or direct the disposition: 880,660

(c)
The transactions in the securities of the Issuer by Legion Partners I since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
B.
Legion Partners II

(a)
As of the close of business on October 3, 2019, Legion Partners II beneficially owned 42,781 Shares.
Percentage: Less than 1%

(b)             1.             Sole power to vote or direct vote: 0

2.
Shared power to vote or direct vote: 42,781

3.
Sole power to dispose or direct the disposition: 0

4.
Shared power to dispose or direct the disposition: 42,781

(c)
The transactions in the securities of the Issuer by Legion Partners II since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.


C.
Legion Partners Special I

(a)
As of the close of business on October 3, 2019, Legion Partners Special I beneficially owned 802,545 Shares.
Percentage: 2.5%

(b)             1.             Sole power to vote or direct vote: 0

2.
Shared power to vote or direct vote: 802,545

3.
Sole power to dispose or direct the disposition: 0

4.
Shared power to dispose or direct the disposition: 802,545

(c)
The transactions in the securities of the Issuer by Legion Partners Special I since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
D.
Legion LLC

(a)
As of the close of business on October 3, 2019, Legion LLC, as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special I, may be deemed the beneficial owner of the (i) 880,660 Shares beneficially owned by Legion Partners I, (ii) 42,781 Shares beneficially owned by Legion Partners II and (iii) 802,545 Shares beneficially owned by Legion Partners Special I.
Percentage: Approximately 5.4%

(b)             1.             Sole power to vote or direct vote: 0

2.
Shared power to vote or direct vote: 1,725,986

3.
Sole power to dispose or direct the disposition: 0

4.
Shared power to dispose or direct the disposition: 1,725,986

(c)
Legion LLC has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special I since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
E.
Legion Partners Asset Management

(a)
As of the close of business on October 3, 2019, Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special I, may also be deemed the beneficial owner of the (i) 880,660 Shares beneficially owned by Legion Partners I, (ii) 42,781 Shares beneficially owned by Legion Partners II and (iii) 802,545 Shares beneficially owned by Legion Partners Special I.
Percentage: Approximately 5.4%


(b)             1.             Sole power to vote or direct vote: 0

2.
Shared power to vote or direct vote: 1,725,986

3.
Sole power to dispose or direct the disposition: 0

4.
Shared power to dispose or direct the disposition: 1,725,986

(c)
Legion Partners Asset Management has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special I since the filing of Amendment No. 4 to the Schedule 13D set forth in Schedule A and are incorporated herein by reference.
F.
Legion Partners Holdings

(a)
As of the close of business on October 3, 2019, Legion Partners Holdings beneficially owned 100 Shares. In addition, Legion Partners Holdings, as the sole member of Legion Partners Asset Management and the sole member of Legion LLC, may be deemed the beneficial owner of the (i) 880,660 Shares beneficially owned by Legion Partners I, (ii) 42,781 Shares beneficially owned by Legion Partners II and (iii) 802,545 Shares beneficially owned by Legion Partners Special I.
Percentage: Approximately 5.4%

(b)             1.             Sole power to vote or direct vote: 0

2.
Shared power to vote or direct vote: 1,726,086

3.
Sole power to dispose or direct the disposition: 0

4.
Shared power to dispose or direct the disposition: 1,726,086

(c)
Legion Partners Holdings has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special I since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.


G.
Messrs. Kiper and White

(a)
As of the close of business on October 3, 2019, each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 100 Shares beneficially owned by Legion Partners Holdings, (ii) 880,660 Shares beneficially owned by Legion Partners I, (iii) 42,781 Shares beneficially owned by Legion Partners II and (iv) 802,545 Shares beneficially owned by Legion Partners Special I.
Percentage: Approximately 5.4%

(b)             1.             Sole power to vote or direct vote: 0

2.
Shared power to vote or direct vote: 1,726,086

3.
Sole power to dispose or direct the disposition: 0

4.
Shared power to dispose or direct the disposition: 1,726,086

(c)
Neither Mr. Kiper nor Mr. White has entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special I since the filing of Amendment No. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
H.
CalSTRS

(a)
As of the close of business on October 3, 2019, CalSTRS beneficially owned 34,463 Shares.
Percentage: Less than 1%

(b)             1.             Sole power to vote or direct vote: 34,463

2.
Shared power to vote or direct vote: 0

3.
Sole power to dispose or direct the disposition: 34,463

4.
Shared power to dispose or direct the disposition: 0

(c)
CalSTRS has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D.


Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety as follows:

Legion Partners I has sold short in over the counter market American-style call options, referencing (i) 171,800 Shares, which have an exercise price of $50.00 per Share and expire on October 18, 2019, (ii) 331,300 Shares, which have an exercise price of $52.50 per Share and expire on October 18, 2019, and (iii) 377,500 Shares, which have an exercise price of $53.50 per Share and expire on October 18, 2019.
Legion Partners II has sold short in over the counter market American-style call options, referencing (i) 8,300 Shares, which have an exercise price of $50.00 per Share and expire on October 18, 2019, (ii) 16,100 Shares, which have an exercise price of $52.50 per Share and expire on October 18, 2019, and (iii) 18,300 Shares, which have an exercise price of $53.50 per Share and expire on October 18, 2019.
Legion Partners Special I has sold short in over the counter market American-style call options, referencing (i) 156,600 Shares, which have an exercise price of $50.00 per Share and expire on October 18, 2019, (ii) 301,800 Shares, which have an exercise price of $52.50 per Share and expire on October 18, 2019, and (iii) 344,100 Shares, which have an exercise price of $53.50 per Share and expire on October 18, 2019.
On October 1, 2018, the Reporting Persons entered into a Joint Filing and Solicitation 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 securities of the Issuer, to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.1 to the original Schedule 13D and is incorporated herein by reference
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.


SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated:  October 3, 2019
 
Legion Partners, L.P. I
   
 
By:
Legion Partners Asset Management, LLC
   
Investment Advisor
     
 
By:
/s/ Christopher S. Kiper
   
Name:
Christopher S. Kiper
   
Title:
Managing Director

 
Legion Partners, L.P. II
   
 
By:
Legion Partners Asset Management, LLC
   
Investment Advisor
     
 
By:
/s/ Christopher S. Kiper
   
Name:
Christopher S. Kiper
   
Title:
Managing Director

 
Legion Partners Special Opportunities, L.P. I
   
 
By:
Legion Partners Asset Management, LLC
   
Investment Advisor
     
 
By:
/s/ Christopher S. Kiper
   
Name:
Christopher S. Kiper
   
Title:
Managing Director

 
Legion Partners, LLC
   
 
By:
Legion Partners Holdings, LLC
   
Managing Member
     
 
By:
/s/ Christopher S. Kiper
   
Name:
Christopher S. Kiper
   
Title:
Managing Member



 
Legion Partners Asset Management, LLC
   
 
By:
/s/ Christopher S. Kiper
   
Name:
Christopher S. Kiper
   
Title:
Managing Director

 
Legion Partners Holdings, LLC
   
 
By:
/s/ Christopher S. Kiper
   
Name:
Christopher S. Kiper
   
Title:
Managing Member

   
   
 
/s/ Christopher S. Kiper
 
Christopher S. Kiper
   
   
 
/s/ Raymond White
 
Raymond White

 
CALIFORNIA STATE TEACHER’S RETIREMENT SYSTEM
   
 
By:
/s/ April Wilcox
   
Name:
April Wilcox
   
Title:
Director of Investment Operations


SCHEDULE A
Transactions in the Securities of the Issuer
Since the Filing of Amendment No. 4 to the Schedule 13D

Nature of Transaction
 
Date of
Purchase
 
Amount of Securities Purchased/(Sold)
 
Price Per Security ($)
 

LEGION PARTNERS, L.P. I
Short Sale of October 2019 Call Options ($50.00 Strike Price) 1
09/30/2019
(1,334)
$3.0315
Short Sale of October 2019 Call Options ($53.50 Strike Price) 1
10/01/2019
(2,889)
$1.1079
Short Sale of October 2019 Call Options ($50.00 Strike Price) 1
10/02/2019
(153)
$3.0000
Short Sale of October 2019 Call Options ($53.50 Strike Price) 1
10/02/2019
(357)
$1.1000
Short Sale of October 2019 Call Options ($50.00 Strike Price) 1
10/03/2019
(225)
$3.1317
Short Sale of October 2019 Call Options ($53.50 Strike Price) 1
10/03/2019
(529)
$1.1558











1 Represents American-style call options sold short in the over-the-counter market with an expiration date of October 18, 2019.


LEGION PARTNERS, L.P. II

Short Sale of October 2019 Call Options ($50.00 Strike Price) 1
09/30/2019
(65)
$3.0315
Short Sale of October 2019 Call Options ($53.50 Strike Price) 1
10/01/2019
(140)
$1.1079
Short Sale of October 2019 Call Options ($50.00 Strike Price) 1
10/02/2019
(7)
$3.0000
Short Sale of October 2019 Call Options ($53.50 Strike Price) 1
10/02/2019
(17)
$1.1000
Short Sale of October 2019 Call Options ($50.00 Strike Price) 1
10/03/2019
(11)
$3.1317
Short Sale of October 2019 Call Options ($53.50 Strike Price) 1
10/03/2019
(26)
$1.1558

















1 Represents American-style call options sold short in the over-the-counter market with an expiration date of October 18, 2019.


LEGION PARTNERS SPECIAL OPPORTUNITIES, L.P. I

Short Sale of October 2019 Call Options ($50.00 Strike Price) 1
09/30/2019
(1,215)
$3.0315
Short Sale of October 2019 Call Options ($53.50 Strike Price) 1
10/1/2019
(2,633)
$1.1079
Short Sale of October 2019 Call Options ($50.00 Strike Price) 1
10/2/2019
(140)
$3.0000
Short Sale of October 2019 Call Options ($53.50 Strike Price) 1
10/2/2019
(325)
$1.1000
Short Sale of October 2019 Call Options ($50.00 Strike Price) 1
10/03/2019
(206)
$3.1317
Short Sale of October 2019 Call Options ($53.50 Strike Price) 1
10/03/2019
(483)
$1.1558

















1 Represents American-style call options sold short in the over-the-counter market with an expiration date of October 18, 2019.

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