AMENDMENT NO. 9 TO SCHEDULE 13D
This amendment to Schedule 13D is being filed by Spruce House Investment Management LLC (the “Investment Manager”), Spruce House
Capital LLC (the “General Partner”), The Spruce House Partnership LLC (the “Fund”), The Spruce House Partnership (AI) LP and The Spruce House Partnership (QP) LP (together, the “Fund Members”), Zachary Sternberg and
Benjamin Stein (the “Managing Members”) (collectively, the “Reporting Persons”, and each, a “Reporting Person”).
The Schedule 13D (the “Schedule”) filed with the Securities and Exchange Commission on December 26, 2018, as amended by
Amendment No. 1 filed on January 27, 2019, Amendment No. 2 filed on April 22, 2019, Amendment No. 3 filed on August 15, 2019, Amendment No. 4 filed on November 29, 2019, Amendment No.5 filed on
December 4, 2019, Amendment No 6 filed on December 16, 2019, Amendment No. 7 filed on February 27, 2020 and Amendment No. 8 filed on September 2, 2021 is hereby amended and supplemented by the Reporting Persons as set
forth below in this Amendment No. 9. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that
has materially changed since the filing of the Schedule 13D. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used
and not defined herein have the respective meanings assigned to them in the Schedule.
Except as specifically amended by this Amendment
No. 9, the Schedule 13D is unchanged.
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Item 4
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Purpose of Transaction
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The disclosure in Item 4 is hereby supplemented by adding the following information:
On November 4, 2021, the Fund received regulatory approval from the Virginia State Corporation Commission and, as a result, in accordance
with the Stock Transfer Agreement, a portion of the Retained Voting Interest equal to the voting rights of 3,637,719 of the Remaining Shares was automatically and irrevocably transferred, assigned, conveyed and delivered to the Issuer (the “VA
Approval Transfer”). In accordance with the terms of the Stock Transfer Agreement, the Fund did not receive any consideration for the VA Approval Transfer. Following the VA Approval Transfer, the Fund holds 10,860,911 shares of the
Issuer’s common stock (the “November 4 Remaining Shares”) with respect to which any and all economic rights and interests were irrevocably transferred, assigned, conveyed and delivered to the Issuer on September 1, 2021 upon the
execution of the Stock Transfer Agreement, but with respect to which the Fund has retained its right, title and interest in any voting rights (the “November 4 Retained Voting Interest”). Pursuant to the Stock Transfer Agreement, the
November 4 Retained Voting Interest will be automatically and irrevocably transferred, assigned, conveyed and delivered to the Issuer upon the receipt of regulatory approval from the Pennsylvania Public Utility Commission.
As a result of the forgoing, on the date hereof, the Reporting Person’s interest in shares of the Issuer’s common stock is limited
to the November 4 Retained Voting Interest.
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Item 5
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Interest in Securities of the Issuer
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The disclosure in Items 5(a) and 5(b) is hereby amended and restated in its entirety to read as follows:
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D
that relate to the aggregate number and percentage of common stock (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the
number of common stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited
to footnotes to such information) are incorporated herein by reference.
10,860,911 shares of the Issuer’s common stock are held in
the account of the Fund, a private investment fund managed by the Investment Manager, and may be deemed to be beneficially owned by the Investment Manager, the General Partner of the Fund, and by the Managing Members of the Investment Manager and
the General Partner. Each of the Investment Manager, the General Partner, and the Managing Members expressly disclaims beneficial ownership of the shares held by the Fund.
The disclosure in Item 5(c) of the Schedule 13D is hereby supplemented by adding the following at the end thereof:
On November 4, 2021, the Fund received regulatory approval from the Virginia State Corporation Commission and, as a result, in accordance
with the Stock Transfer Agreement, the VA Approval Transfer occurred. In accordance with the terms of the Stock