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    SEC Form SC 13D/A filed by Pitney Bowes Inc. (Amendment)

    3/2/23 9:07:15 AM ET
    $PBI
    Office Equipment/Supplies/Services
    Miscellaneous
    Get the next $PBI alert in real time by email
    SC 13D/A 1 e618318_sc13da-pb.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D

     

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, DC 20549

    ______________

     

    SCHEDULE 13D

    (Rule 13d-101)

     

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

    TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

    RULE 13d-2(a)

     

    (Amendment No. 3)1

     

    Pitney Bowes Inc. 

    (Name of Issuer)

     

    Common Stock, $1.00 par value per share

    (Title of Class of Securities)

     

    724479100

    (CUSIP Number)

     

    KURTIS J. WOLF

    HESTIA CAPITAL MANAGEMENT, LLC

    175 Brickyard Road, Suite 200

    Adams Township, Pennsylvania 16046

    (724) 687-7842

     

    With copies to:

     

    SEBASTIAN ALSHEIMER

    WILSON SONSINI GOODRICH & ROSATI

    1301 Avenue of the Americas

    New York, New York 10019

    (212) 999-5800

    ANDREW FREEDMAN

    OLSHAN FROME WOLOSKY LLP

    1325 Avenue of the Americas

    New York, New York 10019

    (212) 451-2300

     

    (Name, Address and Telephone Number of Person 

    Authorized to Receive Notices and Communications)

     

    March 1, 2023

    (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), 13d-1(f) or 13d-1(g), check the following box ☐.

     

    Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages)

     


    1              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 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. 724479100

      1   NAME OF REPORTING PERSON  
             
           

    HESTIA CAPITAL PARTNERS, LP 

     
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            WC  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
           

    DELAWARE

     
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING        

    4,525,000 

     
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              4,525,000  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            4,525,000  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
           

    2.6%

     
      14   TYPE OF REPORTING PERSON  
             
            PN  

       

    2 

    CUSIP No. 724479100

      1   NAME OF REPORTING PERSON  
             
           

    HELIOS I, LP

     
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            WC  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
           

    DELAWARE

     
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING        

    9,425,000 

     
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              9,425,000  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            9,425,000  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
           

    5.4%

     
      14   TYPE OF REPORTING PERSON  
             
            PN  

     

    3 

    CUSIP No. 724479100

     

      1   NAME OF REPORTING PERSON  
             
           

    HESTIA CAPITAL PARTNERS GP, LLC

     
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
           

    AF, OO 

     
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
           

    DELAWARE

     
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING        

    13,950,000 

     
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              13,950,000  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            13,950,000  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
           

    8.0%

     
      14   TYPE OF REPORTING PERSON  
             
            OO  

       

    4 

    CUSIP No. 724479100

     

      1   NAME OF REPORTING PERSON  
             
           

    HESTIA CAPITAL MANAGEMENT, LLC

     
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
           

    AF, OO 

     
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
           

    DELAWARE

     
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING        

    14,628,500 

     
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              14,628,500  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            14,628,500  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
           

    8.4%

     
      14   TYPE OF REPORTING PERSON  
             
            CO  

       

    5 

    CUSIP No. 724479100

     

      1   NAME OF REPORTING PERSON  
             
           

    KURTIS J. WOLF

     
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
           

    AF, OO 

     
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
           

    USA 

     
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING        

    14,628,500 

     
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              14,628,500  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            14,628,500  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
           

    8.4%

     
      14   TYPE OF REPORTING PERSON  
             
           

    IN 

     

       

    6 

    CUSIP No. 724479100

     

      1   NAME OF REPORTING PERSON  
             
           

    TODD A. EVERETT

     
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
           

    PF

     
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
           

    USA 

     
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY        

    10,471 

     
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING        

    - 0 -

     
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              10,471  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            10,471  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
           

    Less than 1%

     
      14   TYPE OF REPORTING PERSON  
             
           

    IN 

     

       

    7

    CUSIP No. 724479100

     

      1   NAME OF REPORTING PERSON  
             
           

    CARL J. GRASSI

     
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
           

    PF

     
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
           

    USA 

     
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY        

    40,000 

     
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING        

    - 0 -

     
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              40,000  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            40,000  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
           

    Less than 1%

     
      14   TYPE OF REPORTING PERSON  
             
           

    IN 

     

       

    8

    CUSIP No. 724479100

     

      1   NAME OF REPORTING PERSON  
             
           

    LANCE E. ROSENZWEIG

     
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
           

    PF

     
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
           

    USA 

     
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY        

    10,000 

     
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING        

    - 0 -

     
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              10,000  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            10,000  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
           

    Less than 1%

     
      14   TYPE OF REPORTING PERSON  
             
           

    IN 

     

       

    9

    CUSIP No. 724479100

     

      1   NAME OF REPORTING PERSON  
             
           

    MILENA ALBERTI-PEREZ

     
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
           

     
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
           

    USA 

     
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY        

    500 

     
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING        

    - 0 -

     
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              500  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            500  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
           

    Less than 1%

     
      14   TYPE OF REPORTING PERSON  
             
           

    IN 

     

       

    10 

    CUSIP No. 724479100

     

      1   NAME OF REPORTING PERSON  
             
           

    KATIE A. MAY

     
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
           

     
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
           

    USA 

     
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY        

    2,300 

     
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING        

    - 0 -

     
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              2,300  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,300  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
           

    Less than 1%

     
      14   TYPE OF REPORTING PERSON  
             
           

    IN 

     

       

    11

    CUSIP No. 724479100

     

      1   NAME OF REPORTING PERSON  
             
           

    KENNETH T. MCBRIDE

     
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
           

     

     
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
           

    USA 

     
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY        

    100 

     
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING        

    - 0 -

     
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              100  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            100  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
           

    Less than 1%

     
      14   TYPE OF REPORTING PERSON  
             
           

    IN 

     

       

    12

    CUSIP No. 724479100

     

    The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

     

    Item 3.Source and Amount of Funds or Other Consideration.

     

    Item 3 is hereby amended and restated to read as follows:

     

    The Shares beneficially owned by each of Hestia Capital, Helios and held in the SMAs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 4,525,000 Shares directly owned by Hestia Capital is approximately $20,081,789, including brokerage commissions. The aggregate purchase price of the 9,425,000 Shares directly owned by Helios is approximately $31,225,273, including brokerage commissions. The aggregate purchase price of the 678,500 Shares held in the SMAs is approximately $2,822,574, including brokerage commissions.

     

    The Shares directly owned by each of Messrs. Everett, Grassi, McBride and Rosenzweig and Mses. Alberti-Perez and May were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 500 Shares directly owned by Ms. Alberti-Perez is approximately $2,155, excluding brokerage commissions. The aggregate purchase price of the 10,471 Shares directly owned by Mr. Everett is approximately $79,196, excluding brokerage commissions. The aggregate purchase price of the 40,000 Shares beneficially owned by Mr. Grassi is approximately $167,323, excluding brokerage commissions. The aggregate purchase price of the 2,300 Shares directly owned by Ms. May is approximately $9,568, excluding brokerage commissions. The aggregate purchase price of the 100 Shares directly owned by Mr. McBride is approximately $446, excluding brokerage commissions. The aggregate purchase price of the 10,000 Shares directly owned by Mr. Rosenzweig is approximately $45,590, excluding brokerage commissions.

     

    Item 5.Interest in Securities of the Issuer.

     

    Items 5(a) – (c) are hereby amended and restated to read as follows:

     

    The aggregate percentage of Shares reported owned by each person named herein is based upon 174,184,551 shares outstanding as of January 31, 2023 as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2023.

     

    A.Hestia Capital

     

    (a)As of the close of business on March 1, 2023, Hestia Capital directly owned 4,525,000 Shares.

     

    Percentage: 2.6%

     

    (b)1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 4,525,000
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 4,525,000

     

    (c)The transactions in the Shares by Hestia Capital since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

     

    B.Helios

     

    (a)As of the close of business on March 1, 2023, Helios directly owned 9,425,000 Shares.

     

    Percentage: Approximately 5.4%

       

    13

    CUSIP No. 724479100

     

    (b)1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 9,425,000
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 9,425,000

     

    (c)The transactions in the Shares by Helios since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

     

    C.Hestia Partners GP

     

    (a)As the general partner of each of Hestia Capital and Helios, Hestia Partners GP may be deemed the beneficial owner of the (i) 4,525,000 Shares directly owned by Hestia Capital and the (ii) 9,425,000 Shares directly owned by Helios.

     

    Percentage: Approximately 8.0%

     

    (b)1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 13,950,000
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 13,950,000

     

    (c)Hestia Partners GP has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Hestia Capital and Helios since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

     

    D.Hestia LLC

     

    (a)As of the close of business on March 1, 2023, 678,500 Shares were held in SMAs. As the investment manager of each of Hestia Capital, Helios and the SMAs, Hestia LLC may be deemed the beneficial owner of the (i) 4,525,000 Shares directly owned by Hestia Capital, (ii) 9,425,000 Shares directly owned by Helios and (iii) 678,500 Shares held in the SMAs.

     

    Percentage: Approximately 8.4%

     

    (b)1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 14,628,500
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 14,628,500

     

    (c)Hestia LLC has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Hestia Capital, Helios and the SMAs since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

     

    E.Kurtis J. Wolf

     

    (a)As the managing member of each of Hestia Partners GP and Hestia LLC, Mr. Wolf may be deemed the beneficial owner of the (i) 4,525,000 Shares directly owned by Hestia Capital, (ii) 9,425,000 Shares directly owned by Helios and (iii) 678,500 Shares held in SMAs.

     

    Percentage: Approximately 8.4%

       

    14

    CUSIP No. 724479100

     

    (b)1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 14,628,500
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 14,628,500

     

    (c)Mr. Wolf has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Hestia Capital, Helios and the SMAs since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

     

    F.Todd A. Everett

     

    (a)As of the close of business on March 1, 2023, Mr. Everett directly owned 10,471 Shares.

     

    Percentage: Less than 1%

     

    (b)1. Sole power to vote or direct vote: 10,471
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 10,471
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Mr. Everett since the filing of Amendment No. 2 are set forth in Schedule A and are incorporated herein by reference.

     

    G.Carl J. Grassi

     

    (a)As of the close of business on March 1, 2023, Mr. Grassi beneficially owned 40,000 Shares, which are held in a trust.

     

    Percentage: Less than 1%

     

    (b)1. Sole power to vote or direct vote: 40,000
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 40,000
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Mr. Grassi since the filing of Amendment No. 2 are set forth in Schedule A and are incorporated herein by reference.

     

    H.Lance E. Rosenzweig

     

    (a)As of the close of business on March 1, 2023, Mr. Rosenzweig directly owned 10,000 Shares.

     

    Percentage: Less than 1%

     

    (b)1. Sole power to vote or direct vote: 10,000
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 100,000
    4. Shared power to dispose or direct the disposition: 0

     

    (c)Mr. Rosenzweig has not entered into any transactions in the Shares since the filing of Amendment No. 2.

       

    15

    CUSIP No. 724479100

     

    I.Milena Alberti-Perez

     

    (a)As of the close of business on March 1, 2023, Ms. Alberti-Perez directly owned 500 Shares.

     

    Percentage: Less than 1%

     

    (b)1. Sole power to vote or direct vote: 500
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 500
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Ms. Alberti-Perez since the filing of Amendment No. 2 are set forth in Schedule A and are incorporated herein by reference.

     

    J.Katie A. May

     

    (a)As of the close of business on March 1, 2023, Ms. May directly owned 2,300 Shares.

     

    Percentage: Less than 1%

     

    (b)1. Sole power to vote or direct vote: 2,300
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 2,300
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Ms. May since the filing of Amendment No. 2 are set forth in Schedule A and are incorporated herein by reference.

     

    K.Kenneth T. McBride

     

    (a)As of the close of business on March 1, 2023, Mr. McBride directly owned 100 Shares.

     

    Percentage: Less than 1%

     

    (b)1. Sole power to vote or direct vote: 100
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 100
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Mr. McBride since the filing of Amendment No. 2 are set forth in Schedule A and are incorporated herein by reference.

       

    16

    CUSIP No. 724479100

     

    SIGNATURES

     

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

     

    Dated: March 2, 2023

     

      Hestia Capital Partners, LP
       
      By:

    Hestia Capital Management, LLC,

    its Investment Manager

         
      By: /s/ Kurtis J. Wolf
     
        Name: Kurtis J. Wolf
        Title: Managing Member

     

      Helios I, LP
       
      By:

    Hestia Capital Management, LLC,

    its Investment Manager

         
      By: /s/ Kurtis J. Wolf
     
        Name: Kurtis J. Wolf
        Title: Managing Member

     

      Hestia Capital Partners GP, LLC
       
      By: /s/ Kurtis J. Wolf
     
        Name: Kurtis J. Wolf
        Title: Managing Member

     

      Hestia Capital Management, LLC
       
      By: /s/ Kurtis J. Wolf
     
        Name: Kurtis J. Wolf
        Title: Managing Member

     

      /s/ Kurtis J. Wolf
     
     

    Kurtis J. Wolf

    Individually and as attorney-in-fact for Todd A. Everett, Carl J. Grassi, Lance E. Rosenzweig, Milena Alberti-Perez, Katie A. May and Kenneth T. McBride

       

    17

    CUSIP No. 724479100

     

    SCHEDULE A

     

    Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D

     

    Nature of the Transaction

    Amount of Securities

    Purchased/(Sold)

    Price ($)

    Date of 

    Purchase

     

    HESTIA CAPITAL PARTNERS, LP

     

    Purchase of Common Stock 36,631 4.2489 02/17/2023
    Purchase of Common Stock 200,578 4.1358 02/21/2023
    Purchase of Common Stock 264,012 4.1549 02/22/2023
    Purchase of Common Stock 79,798 4.1362 02/23/2023
    Purchase of Common Stock 433,981 4.2800 02/24/2023

     

    HELIOS I, LP

     

    Purchase of Common Stock 7,326 4.2489 02/17/2023
    Purchase of Common Stock 40,116 4.1358 02/21/2023
    Purchase of Common Stock 52,802 4.1549 02/22/2023
    Purchase of Common Stock 15,960 4.1362 02/23/2023
    Purchase of Common Stock 112,748 4.2800 02/24/2023
    Purchase of Common Stock 654,048 4.5450 03/01/2023

     

    Hestia Capital Management, LLC 

    (through the Separately Managed Accounts)

     

    Purchase of Common Stock 5,495 4.2489 02/17/2023
    Purchase of Common Stock 30,086 4.1358 02/21/2023
    Purchase of Common Stock 39,603 4.1549 02/22/2023
    Purchase of Common Stock 11,969 4.1362 02/23/2023
    Purchase of Common Stock 68,347 4.2800 02/24/2023

     

    MILENA ALBERTI-PEREZ

     

    Purchase of Common Stock 500 4.3100 02/15/2023

     

    TODD A. EVERETT

     

    Purchase of Common Stock 700 4.1400 02/17/2023

     

    CARL J. GRASSI

     

    Purchase of Common Stock 10,000 4.1668 02/09/2023
    Purchase of Common Stock 5,000 4.2391 02/10/2023

     

    KATIE A. MAY

     

    Purchase of Common Stock 2,300 4.1600 02/16/2023

     

    KENNETH T. MCBRIDE

     

    Purchase of Common Stock 100 4.4586 03/01/2023

     

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