SC 13D/A 1 p13-1403sc13da.htm THE WET SEAL, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
 

The Wet Seal, Inc.

(Name of Issuer)
 

Class A Common Stock, par value $0.10 per share

(Title of Class of Securities)
 

961840105

(CUSIP Number)
 
 

Marc Weingarten and David E. Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

June 21, 2013

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 18 Pages)

______________________________

* 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).

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 2 of 18 Pages

 

1

NAME OF REPORTING PERSON

Clinton Spotlight Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

850 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

850 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

850 shares of Class A Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.00%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 3 of 18 Pages

 

1

NAME OF REPORTING PERSON

Clinton Spotlight Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,535,126 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,535,126 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,535,126 shares of Class A Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.85%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 4 of 18 Pages

 

1

NAME OF REPORTING PERSON

Clinton Magnolia Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

922,031 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

922,031 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

922,031 shares of Class A Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.04%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 5 of 18 Pages

 

 

 

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,100,451 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,100,451 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,100,451 shares of Class A Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.36%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 6 of 18 Pages

  

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

2,100,451 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,100,451 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,100,451 shares of Class A Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.36%

14

TYPE OF REPORTING PERSON

CO; IA

         

  

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 7 of 18 Pages

 

1

NAME OF REPORTING PERSON

Clinton Group, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

5,699,258 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,699,258 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,699,258 shares of Class A Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.41%

14

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 8 of 18 Pages

 

1

NAME OF REPORTING PERSON

George E. Hall

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

5,699,258 shares of Class A Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,699,258 shares of Class A Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,699,258 shares of Class A Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.41%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 9 of 18 Pages

 

This Amendment No. 12 ("Amendment No. 12") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 30, 2012 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on September 5, 2012 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on September 13, 2012 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on September 17, 2012 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on September 19, 2012 (“Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D, filed with the SEC on September 21, 2012 (“Amendment No. 5”), Amendment No. 6 to the Original Schedule 13D, filed with the SEC on September 27, 2012 (“Amendment No. 6”), Amendment No. 7 to the Original Schedule 13D, filed with the SEC on October 1, 2012 (“Amendment No. 7”), Amendment No. 8 to the Original Schedule 13D, filed with the SEC on October 3, 2012 (“Amendment No. 8”), Amendment No. 9 to the Original Schedule 13D, filed with the SEC on October 5, 2012 ("Amendment No. 9"), Amendment No. 10 to the Original Schedule 13D, filed with the SEC on October 22, 2012 ("Amendment No. 10") and Amendment No. 11 to the Original Schedule 13D, filed with the SEC on February 13, 2013 ("Amendment No. 11" and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and this Amendment No. 12, the "Schedule 13D") with respect to the Class A common stock, par value $0.10 per share (the "Class A Common Stock"), of The Wet Seal, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 12 have the meanings set forth in the Schedule 13D. This Amendment No. 12 amends Items 2, 3, 4, 5, 6 and 7 as set forth below.

 

Item 2. IDENTITY AND BACKGROUND
   

Paragraphs (a)–(c) of Item 2 are hereby amended and restated in their entirety as follows:

 

  (a) This Schedule 13D is filed by (i) Clinton Spotlight Fund, L.P., a Delaware limited partnership ("Spotlight Fund"); (ii) Clinton Spotlight Master Fund, L.P., a Cayman Islands exempted limited partnership ("SPOT"); (iii) Clinton Magnolia Master Fund, Ltd., a Cayman Islands exempted company ("Magnolia"); (iv) Clinton Relational Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership ("CREL"); (v) Clinton Relational Opportunity, LLC, a Delaware limited liability company, which serves as the investment manager to CREL ("CRO") (vi) Clinton Group, Inc., a Delaware corporation, which serves as the investment manager to SPOT, Magnolia and CREL (“CGI”); and (vii) George E. Hall, a United States citizen, who serves as Chief Executive Officer of CGI ("Mr. Hall" and together with Spotlight Fund, SPOT, Magnolia, CREL, CRO and CGI, “Clinton”).
   
  (b) The principal business address of Spotlight Fund, CRO, CGI and Mr. Hall is 601 Lexington Avenue, 51st Floor, New York, New York 10022.  The principal business address of SPOT, Magnolia and CREL is c/o Credit Suisse Administration Services (Cayman) Ltd., P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands.
   
 

(c) The principal business of CRO and CGI is to provide investment management services to private individuals and institutions. The principal business of SPOT, Magnolia and CREL is to invest in securities. The principal business of Spotlight Fund is to serve as a domestic feeder fund for SPOT. The principal business of Mr. Hall is to serve as Chief Executive Officer of CGI.

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 10 of 18 Pages

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

  The Reporting Persons used approximately $17,887,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported herein as beneficially owned.
   
  Funds for the purchase of the Class A Common Stock reported herein as beneficially held by Clinton were derived from (i) available working capital of Spotlight Fund, for the shares of Class A Common Stock held directly by it; (ii) available working capital of SPOT, for the shares of Class A Common Stock held directly by it; (iii) available working capital of Magnolia, for the shares of Class A Common Stock held directly by it; (iv) available working capital of CREL, for the shares of Class A Common Stock held directly by it; and (v) margin borrowings described in the following sentence, for the shares of Class A Common Stock held directly by Spotlight Fund, SPOT, Magnolia and CREL. Such Class A Common Stock is held by Clinton in commingled margin accounts, which may extend margin credit to Clinton from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Class A Common Stock reported herein as beneficially owned by Clinton.

 

Item 4. PURPOSE OF TRANSACTION
   
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

  On June 20, 2013, representatives of CGI communicated with members of the board of directors of the Issuer to encourage the Issuer to accelerate its buyback program in light of the weakness in the equity markets generally and the stock price of the Issuer's stock in particular.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows:
   
  (a) The aggregate number and percentage of shares of Class A Common Stock to which this Schedule 13D relates is 5,699,258 shares of Class A Common Stock, constituting approximately 6.41% of the Issuer’s currently outstanding Class A Common Stock. The aggregate number and percentage of shares of Class A Common Stock reported herein are based upon the 88,976,080 shares of Class A Common Stock outstanding as of May 24, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended May 4, 2013 filed with the Securities and Exchange Commission on May 29, 2013.
     

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 11 of 18 Pages

 

  (i) Spotlight Fund:
    (a) As of the date hereof, Spotlight Fund may be deemed the beneficial owner of 850 shares of Class A Common Stock.
      Percentage: Approximately 0.00% as of the date hereof.
      1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 850 shares of Class A Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 850 shares of Class A Common Stock

 

  (ii) SPOT:
    (a) As of the date hereof, SPOT may be deemed the beneficial owner of 2,535,126 shares of Class A Common Stock.
      Percentage: Approximately 2.85% as of the date hereof.
      1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 2,535,126 shares of Class A Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 2,535,126 shares of Class A Common Stock

 

  (iii) Magnolia:
    (a) As of the date hereof, Magnolia may be deemed the beneficial owner of 922,031 shares of Class A Common Stock.
      Percentage: Approximately 1.04% as of the date hereof.
      1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 922,031 shares of Class A Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 922,031 shares of Class A Common Stock

 

  (iv) CREL:
    (a) As of the date hereof, CREL may be deemed the beneficial owner of 2,100,451 shares of Class A Common Stock.
      Percentage: Approximately 2.36% as of the date hereof.
      1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 2,100,451 shares of Class A Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 2,100,451 shares of Class A Common Stock

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 12 of 18 Pages

 

         
  (v) CRO:
    (a) As of the date hereof, CRO may be deemed the beneficial owner of 2,100,451 shares of Class A Common Stock.
      Percentage: Approximately 2.36% as of the date hereof.
      1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 2,100,451 shares of Class A Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 2,100,451 shares of Class A Common Stock

 

  (vi) CGI:
    (a) As of the date hereof, CGI may be deemed the beneficial owner of 5,699,258 shares of Class A Common Stock.
      Percentage: Approximately 6.41% as of the date hereof.
      1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 5,699,258 shares of Class A Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 5,699,258 shares of Class A Common Stock

 

  (vii) Mr. Hall:
    (a) As of the date hereof, Mr. Hall may be deemed the beneficial owner of 5,699,258 shares of Class A Common Stock.
      Percentage: Approximately 6.41% as of the date hereof.
      1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 5,699,258 shares of Class A Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 5,699,258 shares of Class A Common Stock
   

 

  (b) By virtue of investment management agreements with Spotlight Fund, SPOT, Magnolia and CREL, its ownership of CRO, and a sub-advisory agreement governing a portion of a mutual fund portfolio ("CASF") that beneficially owns 140,800 shares of Class A Common Stock, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 5,699,258 shares of Class A Common Stock beneficially owned by Spotlight Fund, SPOT, Magnolia, CREL and CASF. By virtue of his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Class A Common Stock as to which CGI has voting power or dispositive power.
   

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 13 of 18 Pages

 

  (c) All transactions in Class A Common Stock effected by the Reporting Persons in the past sixty days are set forth in Schedule B hereto. Unless otherwise indicated, all such transactions were effected in the open market.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
Item 6 of this Schedule 13D is hereby amended and supplemented as follows:

 

  Clinton has sold options on 1,438,500 shares of Class A Common Stock with exercise dates ranging from July 20, 2013 to September 21, 2013 and strike prices ranging from $4.75 to $5.00.
   
  The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto.  A copy of such agreement is attached as Exhibit 16 to this Schedule 13D and is incorporated by reference herein.  
   
  Other than the options and the joint filing agreement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Exhibit Description
16 Joint Filing Agreement, dated June 25, 2013
   

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 14 of 18 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 25, 2013

 

  Clinton Spotlight Fund, L.P.
     
  By: Clinton Group, Inc., its investment manager
     
  By: /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Chief Financial Officer
     
     
  Clinton Spotlight Master Fund, L.P.
     
  By: Clinton Group, Inc., its investment manager
     
  By: /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Chief Financial Officer
     
     
  Clinton Magnolia Master Fund, Ltd.
     
  By: Clinton Group, Inc., its investment manager
     
  By: /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Chief Financial Officer
   

 

  Clinton Relational Opportunity Master Fund, L.P.
     
  By: Clinton Relational Opportunity, LLC, its investment manager
     
  By: /s/ John Hall
  Name: John Hall
  Title: Authorized Signatory
     

 

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 15 of 18 Pages

 

 

  Clinton Relational Opportunity, LLC
     
     
  By: /s/ John Hall
  Name: John Hall
  Title: Authorized Signatory

 

     
  Clinton Group, Inc.
     
     
  By: /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Chief Financial Officer
     
     
  /s/ George E. Hall
  George E. Hall
     

 

  

 
CUSIP No. 961840105SCHEDULE 13D/APage 16 of 18 Pages

 

Schedule B

 

The following table sets forth all transactions with respect to the shares of Class A Common Stock effected during the past 60 days by any of the Reporting Persons.  Except as otherwise noted, all such transactions in the table were effected in the open market through a broker.

Clinton Spotlight Master Fund, L.P.

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
4/26/2013 (6,000) 3.1563
4/26/2013 (12,000) 3.1571
4/29/2013 (51,750) 3.1929
4/29/2013 (4,500) 3.1871
5/1/2013 14,000 3.2716
5/1/2013 (14,000) 3.3775
5/6/2013 (750) 3.48
5/7/2013 (20,000) 3.5066
5/7/2013 (1,000) 3.55
5/17/2013 (24,495) 4.1156
5/24/2013 11,250 4.46
5/24/2013 (8,325) 4.4531
5/28/2013 (20,000) 4.5124
5/28/2013 (10,000) 4.7156
5/29/2013 (27,000) 4.8125
5/29/2013 (4,000) 4.8593
5/29/2013 (14,000) 4.8457
5/31/2013 13,500 5.0045
5/31/2013 4,500 4.9905
6/5/2013 44,861 4.8559
6/6/2013 4,500 4.9129
6/6/2013 20,250 4.924
6/7/2013 2,250 4.9898
6/10/2013 (8,597) 5.0901
6/13/2013 2,610 4.9299
6/13/2013 2,250 4.9296
6/13/2013 2,250 4.93
6/14/2013 (22,500) 4.7583
6/21/2013 (250,000) 4.5

 

Clinton Magnolia Master Fund, Ltd.

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
4/26/2013 (4,000) 3.1563
4/26/2013 (5,000) 3.1571
4/29/2013 (17,250) 3.1929
4/29/2013 (1,500) 3.1871
5/1/2013 7,000 3.2716
5/1/2013 (7,000) 3.3775
5/3/2013 15,000 3.4765
5/7/2013 (20,000) 3.5066

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 17 of 18 Pages

 

5/7/2013 (1,100) 3.51
5/17/2013 (4,899) 4.1156
5/17/2013 37,000 3.99
5/24/2013 5,000 4.46
5/24/2013 (3,700) 4.4531
5/28/2013 (7,500) 4.5124
5/28/2013 (4,763) 4.7156
5/29/2013 (12,000) 4.8125
5/29/2013 (2,500) 4.8593
5/29/2013 (8,750) 4.8457
5/31/2013 4,500 5.0045
5/31/2013 1,500 4.9905
6/5/2013 14,955 4.8559
6/6/2013 1,500 4.9129
6/6/2013 6,750 4.924
6/7/2013 750 4.9898
6/10/2013 (2,865) 5.0901
6/13/2013 870 4.9299
6/13/2013 750 4.9296
6/13/2013 750 4.93
6/14/2013 (7,500) 4.7583
6/21/2013 (105,000) 4.5

 

Clinton Relational Opportunity Master Fund, L.P.

 

Date of Transaction Shares Purchased (Sold) Price per Share ($)
4/26/2013 (5,000) 3.1563
4/26/2013 (8,500) 3.1571
4/29/2013 (36,800) 3.1929
4/29/2013 (3,200) 3.1871
4/30/2013 10,000 3.2797
5/1/2013 12,250 3.2716
5/1/2013 (12,250) 3.3775
5/6/2013 (750) 3.48
5/17/2013 (17,146) 4.1156
5/24/2013 8,750 4.46
5/24/2013 (6,475) 4.4531
5/28/2013 (17,500) 4.5124
5/28/2013 (8,000) 4.7156
5/29/2013 (21,000) 4.8125
5/29/2013 (2,500) 4.8593
5/29/2013 (8,750) 4.8457
5/31/2013 191,173 5.01
5/31/2013 12,000 5.0045
5/31/2013 4,000 4.9905
6/5/2013 37,877 4.8559
6/6/2013 4,000 4.9129
6/6/2013 18,000 4.924
6/7/2013 2,000 4.9898
6/10/2013 (7,643) 5.0901

 

 
CUSIP No. 961840105SCHEDULE 13D/APage 18 of 18 Pages

 

6/13/2013 2,320 4.9299
6/13/2013 2,000 4.9296
6/13/2013 2,000 4.93
6/14/2013 (20,000) 4.7583
6/21/2013 (195,000) 4.5