UPBD

SEC source: 0001225208-17-009465 · doc4.xml · nonDerivative · entry 1

SPEESE MARK E · CIK 0001034279 · Director · Interim CEO · Chairman of the Board

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 844,627

SEC source: 0000921895-17-000825 · form409455023_03232017.xml · nonDerivative · entry 12

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Welling Glenn W. · CIK 0001580771 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1

Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1

Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP

Disclosed balance after: 3,390,148

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons 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 of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

SEC source: 0000921895-17-000825 · form409455023_03232017.xml · nonDerivative · entry 11

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Welling Glenn W. · CIK 0001580771 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1

Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1

Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP

Disclosed balance after: 3,350,148

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons 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 of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

SEC source: 0000921895-17-000825 · form409455023_03232017.xml · nonDerivative · entry 10

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Welling Glenn W. · CIK 0001580771 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1

Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1

Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP

Disclosed balance after: 3,315,148

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons 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 of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

SEC source: 0000921895-17-000825 · form409455023_03232017.xml · nonDerivative · entry 9

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Welling Glenn W. · CIK 0001580771 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1

Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1

Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP

Disclosed balance after: 3,282,148

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons 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 of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

SEC source: 0000921895-17-000825 · form409455023_03232017.xml · nonDerivative · entry 8

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Welling Glenn W. · CIK 0001580771 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1

Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1

Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP

Disclosed balance after: 3,252,148

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons 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 of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

SEC source: 0000921895-17-000825 · form409455023_03232017.xml · nonDerivative · entry 7

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Welling Glenn W. · CIK 0001580771 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1

Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1

Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP

Disclosed balance after: 3,202,148

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons 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 of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

SEC source: 0000921895-17-000825 · form409455023_03232017.xml · nonDerivative · entry 6

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Welling Glenn W. · CIK 0001580771 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1

Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1

Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP

Disclosed balance after: 3,157,148

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons 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 of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

SEC source: 0000921895-17-000825 · form409455023_03232017.xml · nonDerivative · entry 5

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Welling Glenn W. · CIK 0001580771 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1

Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1

Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP

Disclosed balance after: 3,111,216

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons 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 of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

SEC source: 0000921895-17-000825 · form409455023_03232017.xml · nonDerivative · entry 4

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Welling Glenn W. · CIK 0001580771 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1

Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1

Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP

Disclosed balance after: 3,106,516

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons 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 of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

SEC source: 0000921895-17-000825 · form409455023_03232017.xml · nonDerivative · entry 3

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Welling Glenn W. · CIK 0001580771 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1

Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1

Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP

Disclosed balance after: 2,593,819

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons 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 of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

SEC source: 0000921895-17-000825 · form409455023_03232017.xml · nonDerivative · entry 2

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Welling Glenn W. · CIK 0001580771 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1

Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1

Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP

Disclosed balance after: 2,398,819

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons 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 of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

SEC source: 0000921895-17-000825 · form409455023_03232017.xml · nonDerivative · entry 1

Engaged Capital LLC · CIK 0001559771 · 10% owner

Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner

Welling Glenn W. · CIK 0001580771 · 10% owner

Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1

Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1

Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1

Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1

Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP

Disclosed balance after: 1,715,719

F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons 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 of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

SEC source: 0001225208-17-004797 · doc4.xml · nonDerivative · entry 1

Denman Mark E. · CIK 0001635471 · EVP - Acceptance Now

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,162

SEC source: 0001225208-17-003728 · doc4.xml · nonDerivative · entry 2

SPEESE MARK E · CIK 0001034279 · Director · Interim CEO · Chairman of the Board

10b5-1 filing: Not disclosed

Ownership: Indirect · by partnership

Disclosed balance after: 100,000

SEC source: 0001225208-17-003728 · doc4.xml · nonDerivative · entry 1

SPEESE MARK E · CIK 0001034279 · Director · Interim CEO · Chairman of the Board

10b5-1 filing: Not disclosed

Ownership: Indirect · by partnership

Disclosed balance after: 76,000

SEC source: 0001225208-17-003894 · doc4.xml · derivative · entry 4

KORST CHRISTOPHER A · CIK 0001201323 · EVP - Chief Admin. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,712

Underlying: Common · 31,712 shares

Expires 2027-02-16

F2 · derivative.exercise_date: Options vest ratably over 4 years beginning on the first anniversary of the date of grant and becoming fully exercisable on the 4th anniversary of the date of grant (25% of the total number of shares granted vesting on each such anniversary date). Options expire 10 years from the date of grant.

SEC source: 0001225208-17-003894 · doc4.xml · nonDerivative · entry 2

KORST CHRISTOPHER A · CIK 0001201323 · EVP - Chief Admin. Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · by IRA

Disclosed balance after: 5,000

SEC source: 0001225208-17-003894 · doc4.xml · nonDerivative · entry 1

KORST CHRISTOPHER A · CIK 0001201323 · EVP - Chief Admin. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,549

F1 · shares: Represents restricted stock units which vest upon completion of three years of continuous employment with the issuer from February 16, 2017.

SEC source: 0001225208-17-003893 · doc4.xml · derivative · entry 2

Herman Fred E. · CIK 0001595491 · EVP - Shared Services

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,643

Underlying: Common · 20,643 shares

Expires 2027-02-16

F2 · derivative.exercise_date: Options vest ratably over 4 years beginning on the first anniversary of the date of grant and becoming fully exercisable on the 4th anniversary of the date of grant (25% of the total number of shares granted vesting on each such anniversary date). Options expire 10 years from the date of grant.

SEC source: 0001225208-17-003893 · doc4.xml · nonDerivative · entry 1

Herman Fred E. · CIK 0001595491 · EVP - Shared Services

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,493

F1 · shares: Represents restricted stock units which vest upon completion of three years of continuous employment with the issuer from February 16, 2017.

SEC source: 0001225208-17-003892 · doc4.xml · derivative · entry 5

York James E. · CIK 0001680008 · EVP - RTO Domestic

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,189

Underlying: Common · 22,189 shares

Expires 2027-02-16

F2 · derivative.exercise_date: Options vest ratably over 4 years beginning on the first anniversary of the date of grant and becoming fully exercisable on the 4th anniversary of the date of grant (25% of the total number of shares granted vesting on each such anniversary date). Options expire 10 years from the date of grant.

SEC source: 0001225208-17-003892 · doc4.xml · nonDerivative · entry 1

York James E. · CIK 0001680008 · EVP - RTO Domestic

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,687

F1 · shares: Represents restricted stock units which vest upon completion of three years of continuous employment with the issuer from February 16, 2017.

SEC source: 0001225208-17-003891 · doc4.xml · derivative · entry 4

Denman Mark E. · CIK 0001635471 · EVP - Acceptance Now

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,189

Underlying: Common · 22,189 shares

Expires 2027-02-16

F2 · derivative.exercise_date: Options vest ratably over 4 years beginning on the first anniversary of the date of grant and becoming fully exercisable on the 4th anniversary of the date of grant (25% of the total number of shares granted vesting on each such anniversary date). Options expire 10 years from the date of grant.

SEC source: 0001225208-17-003891 · doc4.xml · nonDerivative · entry 1

Denman Mark E. · CIK 0001635471 · EVP - Acceptance Now

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,162

F1 · shares: Represents restricted stock units which vest upon completion of three years of continuous employment with the issuer from February 16, 2017.

SEC source: 0001225208-17-002274 · doc4.xml · nonDerivative · entry 1

KORST CHRISTOPHER A · CIK 0001201323 · EVP - Chief Admin. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,058

F1 · shares: Number of shares withheld to cover taxes with respect to time-based restricted stock units which vested on January 31, 2017 (upon completion of three years of continuous employment from grant date of January 31, 2014).

SEC source: 0001225208-17-002273 · doc4.xml · nonDerivative · entry 1

Herman Fred E. · CIK 0001595491 · EVP - Shared Services

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,315

F1 · shares: Number of shares withheld to cover taxes with respect to time-based restricted stock units which vested on January 31, 2017 (upon completion of three years of continuous employment from grant date of January 31, 2014).

SEC source: 0001225208-17-002272 · doc4.xml · nonDerivative · entry 1

Denman Mark E. · CIK 0001635471 · EVP - Acceptance Now

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,521

F1 · shares: Number of shares withheld to cover taxes with respect to time-based restricted stock units which vested on January 31, 2017 (upon completion of three years of continuous employment from grant date of January 31, 2014).

SEC source: 0001225208-17-002271 · doc4.xml · nonDerivative · entry 1

York James E. · CIK 0001680008 · EVP - RTO Domestic

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,046

F1 · shares: Number of shares withheld to cover taxes with respect to time-based restricted stock units which vested on January 31, 2017 (upon completion of three years of continuous employment from grant date of January 31, 2014).

SEC source: 0001225208-17-001559 · doc4.xml · derivative · entry 1

SPEESE MARK E · CIK 0001034279 · Director · Interim CEO · Chairman of the Board

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common · 100,000 shares

Expires not disclosed

F1 · derivative.exercise_date: Option becomes exercisable upon the first to occur of (a) July 9, 2017, or (b) the effective start date of employment of a permanent chief executive officer.

F2 · derivative.expiration_date: Option expires on the earlier of (a) January 23, 2027, or (b) the date that is two years following the date on which the optionee ceases to be employed as the Company's interim chief executive officer or serve as a member of the Company's board of directors.

SEC source: 0001225208-17-000196 · doc4.xml · derivative · entry 1

SPEESE MARK E · CIK 0001034279 · Director · Chairman of the Board

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,000

Underlying: Common · 8,889 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.exercise_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.expiration_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

SEC source: 0001225208-17-000195 · doc4.xml · derivative · entry 1

ROBERTS LEONARD H · CIK 0001207159 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,300

Underlying: Common · 8,889 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.exercise_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.expiration_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

SEC source: 0001225208-17-000194 · doc4.xml · derivative · entry 1

Pepper Steven L. · CIK 0001576507 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,974

Underlying: Common · 8,889 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.exercise_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.expiration_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

SEC source: 0001225208-17-000193 · doc4.xml · derivative · entry 1

LENTELL J V · CIK 0001201324 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,300

Underlying: Common · 8,889 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.exercise_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.expiration_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

SEC source: 0001225208-17-000192 · doc4.xml · derivative · entry 1

JACKSON JEFFERY M · CIK 0001182419 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,300

Underlying: Common · 8,889 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.exercise_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.expiration_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

SEC source: 0001225208-17-000191 · doc4.xml · derivative · entry 1

Garg Rishi · CIK 0001669129 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,122

Underlying: Common · 16,122 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.exercise_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.expiration_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

SEC source: 0001225208-17-000190 · doc4.xml · derivative · entry 1

Gade Michael J · CIK 0001327743 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,300

Underlying: Common · 8,889 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · price: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.exercise_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

F1 · derivative.expiration_date: Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of his service as a member of the issuer's board of directors.

SEC source: 0001225208-16-040079 · doc4.xml · derivative · entry 1

York James E. · CIK 0001680008 · EVP - RTO Domestic

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

Underlying: Common · 10,000 shares

Expires 2026-10-03

F1 · derivative.exercise_date: Options vest ratably over 4 years beginning on the first anniversary of the date of grant and becoming fully exercisable on the 4th anniversary of the date of grant (25% of the total number of shares granted vesting on each such anniversary date). Options expire 10 years from the date of grant.