transactions, mergers, reorganizations or sales) as a means of enhancing stockholder value and/or thede-listing orde-registration of the Issuer. The Desk and its representatives may also exchange information with the Issuer or other persons pursuant to confidentiality or similar agreements in connection with the foregoing discussions.
In addition, the Desk and its representatives: (i) intend to consider, explore and/or develop plans and/or make proposals with respect to, among other things, the foregoing matters and may take other steps seeking to bring about changes with respect to the Issuer to increase stockholder value as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D; and (ii) may take steps to explore and prepare for various plans and actions, and propose transactions regarding the foregoing matters, before forming an intention to engage in such plans or actions or proceed with such transactions.
Depending on various factors, including, without limitation, the outcome of any such discussions referenced above, the Issuer’s financial position, results and strategic direction, actions taken by the Issuer’s management and the board of directors of the Issuer, price levels of the Common Stock, other investment opportunities available to the Desk, conditions in the securities markets, and general economic and industry conditions, the Desk may in the future take such actions with respect to the investment in Issuer as the Desk deems appropriate, including, without limitation, acquiring additional equity, debt or other securities of the Issuer or disposing of some or all such securities beneficially owned by the Desk, in the public market, in privately negotiated transactions or otherwise or 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 derivatives related to) the Issuer in the ordinary course of their activities.
Item 5. | Interest in Securities of the Issuer |
(a) As of April 1, 2019, there were 31,294,669 shares of Common Stock outstanding as reported by Issuer in its latest definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 19, 2019.
As of April 24, 2019, GS Group and Goldman Sachs may be deemed to have beneficially owned 2,904,538 shares of Common Stock in the aggregate, representing approximately 9.3% of the shares of Common Stock outstanding.
In accordance with SEC ReleaseNo. 34-39538 (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 hereto sets forth transactions in the Common Stock which were effected during the sixty day period from February 23, 2019 through April 24, 2019, 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 hereto, were effected for cash on the New York Stock Exchange.