ITEM 4. PURPOSE OF TRANSACTION
Goldman Sachs acquired approximately 2.4 million shares of the Issuer for investment purposes by an investing and lending desk (the “Desk”) and the remainder by other business units of the Reporting Persons in the ordinary course of their market making activities. The Reporting Persons review their holdings in the Issuer on a continuing basis and, as part of this ongoing review, have evaluated various alternatives that are or may be available with respect to the Issuer.
In that regard, the Desk is evaluating its potential engagement in a transaction with respect to the Issuer and is having discussions, and may in the future have additional discussions, with respect thereto. Any such transaction will be conditional upon, and the Reporting Persons will only take steps towards effectuating it, upon receiving support from the board of directors of the Issuer. Depending on various factors, including the outcome of such discussions, the investment opportunities available to the Desk, conditions in the securities markets, and economic and industry conditions, the Desk may in the future take such actions with respect to the investment in Issuer as the Desk deem appropriate, including exploring further or taking steps toward effecting such transaction, acquiring additional equity or debt securities of the Issuer or disposing of such equity or debt securities, entering into derivative transactions (both long and short) with respect to the Issuer or its securities and hedging or otherwise monetizing its positions.
In addition, the other business units at each of the Reporting Persons anticipate that they will purchase and sell securities of (and derivatives related to) the Issuer and its securities in the ordinary course of their business, including market making activities, and asset management affiliates of the Reporting Persons may purchase and sell securities of (and derivative related to) the Issuer in the ordinary course of their activities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of August 1, 2018 there were 31,862,628 shares of Common Stock outstanding as reported by Issuer in its latest form10-Q filed with the SEC on August 8, 2018.
As of October 23, 2018, GS Group and Goldman Sachs may be deemed to have beneficially owned 2,419,626 shares of Common Stock in the aggregate, representing approximately 7.6% of the shares of Common Stock outstanding.
In accordance with Securities and Exchange Commission ReleaseNo. 34-395538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain investment entities of which the Goldman Sachs Reporting Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.
No Reporting Person or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I and II hereto may be deemed to beneficially own any shares of Common Stock other than as set forth herein.
(b) Each Reporting Person shares the power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock beneficially owned by such Reporting Person as indicated herein.
(c) Schedule IV sets forth transactions in the Common Stock which were effected during the sixty day period from August 24, 2018 through October 23, 2018, all of which were effected in the ordinary course of business of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group. The transactions in the Common Stock, described in Schedule IV, were effected for cash on the New York Stock Exchange.
(d) Except for clients of Goldman Sachs or another investment advisor subsidiary of GS Group who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock, if any, held in Managed Accounts, no person, other than the Reporting Persons is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not applicable.
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