Filing Details

Accession Number:
0000921895-17-002384
Form Type:
13D Filing
Publication Date:
2017-10-06 17:25:32
Filed By:
Starboard Value LP
Company:
Monotype Imaging Holdings Inc. (NASDAQ:TYPE)
Filing Date:
2017-10-06
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
STARBOARD VALUE 2,815,909 2,815,909 2,815,909 2,815,909 6.8%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 2,146,808 2,146,808 2,815,909 2,146,808 5.1%
STARBOARD VALUE AND OPPORTUNITY S 248,290 248,290 2,815,909 248,290 Less than 1%
STARBOARD VALUE AND OPPORTUNITY C 140,794 140,794 140,794 Less than 1%
STARBOARD VALUE R 140,794 140,794 140,794 Less than 1%
STARBOARD VALUE R GP 140,794 140,794 140,794 Less than 1%
STARBOARD VALUE GP 2,815,909 2,815,909 2,815,909 6.8%
STARBOARD PRINCIPAL CO 2,815,909 2,815,909 2,815,909 6.8%
STARBOARD PRINCIPAL CO GP 2,815,909 2,815,909 2,815,909 6.8%
JEFFREY C. SMITH 938,637 938,637 2,815,909 6.8%
MARK R. MITCHELL 938,637 938,637 2,815,909 6.8%
PETER A. FELD 938,637 938,637 2,815,909 6.8%
BLR Partners 938,637 938,637 938,637 2.3%
BLRPart 938,637 938,637 938,637 2.3%
BLRGP Inc 938,637 938,637 938,637 2.3%
Fondren Management 938,637 2.3%
FMLP Inc 938,637 2.3%
Bradley L. Radoff 938,637 2.3%
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

Monotype Imaging Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

61022P100

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

 

GREG LEMPEL

1177 West Loop South, Suite 1625

Houston, Texas 77027

(713) 482-2196

 

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

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)

 

September 26, 2017

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

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).


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.

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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        

2,815,909

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

2,815,909

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

2,815,909

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2
  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD  
  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  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

2,146,808

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

2,146,808

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

2,146,808

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.1%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

3

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY S LLC  
  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        

248,290

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

248,290

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

248,290

 
  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  
         
        OO  

  

4

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY C 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        

140,794

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

140,794

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

140,794

 
  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  
         
        PN  

  

5

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE R LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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        

140,794

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

140,794

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

140,794

 
  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  
         
        PN  

  

6

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE R GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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        

140,794

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

140,794

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

140,794

 
  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  
         
        OO  

  

7

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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        

2,815,909

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

2,815,909

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

2,815,909

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

8

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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         2,815,909  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,815,909  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,815,909  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

9

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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         2,815,909  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,815,909  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,815,909  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

10

 

  1   NAME OF REPORTING PERSON  
         
        JEFFREY C. SMITH  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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         2,815,909  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,815,909  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,815,909  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

11

 

  1   NAME OF REPORTING PERSON  
         
        MARK R. MITCHELL  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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         2,815,909  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,815,909  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,815,909  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

12

 

  1   NAME OF REPORTING PERSON  
         
        PETER A. FELD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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         2,815,909  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,815,909  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,815,909  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

13

 

  1   NAME OF REPORTING PERSON  
         
        BLR 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  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         938,637  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          938,637  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        938,637  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.3%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

14

 

  1   NAME OF REPORTING PERSON  
         
        BLRPart, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         938,637  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          938,637  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        938,637  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.3%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

15

 

  1   NAME OF REPORTING PERSON  
         
        BLRGP Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         938,637  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          938,637  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        938,637  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.3%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

16

 

  1   NAME OF REPORTING PERSON  
         
        Fondren Management, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         938,637  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          938,637  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        938,637  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.3%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

17

 

  1   NAME OF REPORTING PERSON  
         
        FMLP Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         938,637  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          938,637  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        938,637  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.3%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

18

 

  1   NAME OF REPORTING PERSON  
         
        Bradley L. Radoff  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  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         938,637  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          938,637  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        938,637  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.3%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

19

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.Security and Issuer.

This statement relates to the common stock, par value $0.001 per share (the “Shares”), of Monotype Imaging Holdings Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 600 Unicorn Park Drive, Woburn, Massachusetts 01801.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii)Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
(iii)Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
(iv)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP;
(vi)Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund, Starboard C LP and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(vii)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(viii)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(ix)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(x)Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
(xi)Mark R. Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
20
 
(xii)Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
(xiii)BLR Partners LP, a Texas limited partnership (“BLR Partners”);
(xiv)BLRPart, LP, a Texas limited partnership (“BLRPart GP”), which serves as the general partner of BLR Partners;
(xv)BLRGP Inc., a Texas S corporation (“BLRGP”), which serves as the general partner of BLRPart GP;
(xvi)Fondren Management, LP, a Texas limited partnership (“Fondren Management”), which serves as the investment manager of BLR Partners;
(xvii)FMLP Inc., a Texas S corporation (“FMLP”), which serves as the general partner of Fondren Management; and
(xviii)Bradley L. Radoff, who serves as the sole shareholder and sole director of each of BLRGP and FMLP.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Feld and Mitchell are referred to as the “Starboard Parties” and BLR Partners, BLRPart GP, BLRGP, Fondren, FMLP, and Mr. Radoff are referred to as the “BLR Parties.” Each of the Reporting Persons is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The address of the principal office of each of BLR Partners, BLRPart GP, BLRGP, Fondren Management, FMLP, and Mr. Radoff is 1177 West Loop South, Suite 1625, Houston, TX 77027.

(c)       The principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.  Starboard S LLC and Starboard C LP have been formed for the purpose of investing in securities and engaging in all related activities and transactions.  Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC.  The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP.  The principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member of Starboard Value GP.  Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP.  Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. The principal business of BLR Partners is investing in securities. The principal business of BLRPart GP is serving as the general partner of BLR Partners. The principal business of BLRGP is serving as the general partner of BLRPart GP. The principal business of Fondren Management is serving as the investment manager of BLR Partners. The principal business of FMLP is serving as the general partner of Fondren Management. The principal occupation of Mr. Radoff is serving as the sole shareholder and sole director of each of BLRGP and FMLP.

21

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Smith, Mitchell, Feld and Radoff are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

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

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account 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, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 2,146,808 Shares beneficially owned by Starboard V&O Fund is approximately $40,556,547, excluding brokerage commissions. The aggregate purchase price of the 248,290 Shares beneficially owned by Starboard S LLC is approximately $4,692,047, excluding brokerage commissions. The aggregate purchase price of the 140,794 Shares beneficially owned by Starboard C LP is approximately $2,658,756, excluding brokerage commissions. The aggregate purchase price of the 280,017 Shares held in the Starboard Value LP Account is approximately $5,321,731, excluding brokerage commissions.

The Shares purchased by BLR Partners 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, except as otherwise noted. The aggregate purchase price of the 938,637 Shares owned directly by BLR Partners is approximately $17,732,742, including brokerage commissions.

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

22

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

 

Item 5.Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 41,717,178 Shares outstanding, as of July 25, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2017.

A.Starboard V&O Fund
(a)As of the close of business on October 6, 2017, Starboard V&O Fund beneficially owned 2,146,808 Shares.

Percentage: Approximately 5.1%

(b)1. Sole power to vote or direct vote: 2,146,808
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,146,808
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
B.Starboard S LLC
(a)As of the close of business on October 6, 2017, Starboard S LLC beneficially owned 248,290 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 248,290
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 248,290
4. Shared power to dispose or direct the disposition: 0

 

23

 

(c)The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
C.Starboard C LP
(a)As of the close of business on October 6, 2017, Starboard C LP beneficially owned 140,794 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 140,794
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 140,794
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
D.Starboard R LP
(a)Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 140,794 Shares owned by Starboard C LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 140,794
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 140,794
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
E.Starboard R GP
(a)Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 140,794 Shares owned by Starboard C LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 140,794
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 140,794
4. Shared power to dispose or direct the disposition: 0

 

24

 

(c)Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

F.Starboard Value LP

 

(a)As of the close of business on October 6, 2017, 280,017 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 2,146,808 Shares owned by Starboard V&O Fund, (ii) 248,290 Shares owned by Starboard S LLC, (iii) 140,794 Shares owned by Starboard C LP, and (iv) 280,017 Shares held in the Starboard Value LP Account.

Percentage: Approximately 6.8%

(b)1. Sole power to vote or direct vote: 2,815,909
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,815,909
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
G.Starboard Value GP
(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 2,146,808 Shares owned by Starboard V&O Fund, (ii) 248,290 Shares owned by Starboard S LLC, (iii) 140,794 Shares owned by Starboard C LP, and (iv) 280,017 Shares held in the Starboard Value LP Account.

Percentage: Approximately 6.8%

(b)1. Sole power to vote or direct vote: 2,815,909
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,815,909
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
H.Principal Co
(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 2,146,808 Shares owned by Starboard V&O Fund, (ii) 248,290 Shares owned by Starboard S LLC, (iii) 140,794 Shares owned by Starboard C LP, and (iv) 280,017 Shares held in the Starboard Value LP Account.
25

Percentage: Approximately 6.8%

(b)1. Sole power to vote or direct vote: 2,815,909
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,815,909
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I.Principal GP
(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 2,146,808 Shares owned by Starboard V&O Fund, (ii) 248,290 Shares owned by Starboard S LLC, (iii) 140,794 Shares owned by Starboard C LP, and (iv) 280,017 Shares held in the Starboard Value LP Account.

Percentage: Approximately 6.8%

(b)1. Sole power to vote or direct vote: 2,815,909
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,815,909
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
J.Messrs. Smith, Mitchell and Feld
(a)Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 2,146,808 Shares owned by Starboard V&O Fund, (ii) 248,290 Shares owned by Starboard S LLC, (iii) 140,794 Shares owned by Starboard C LP, and (iv) 280,017 Shares held in the Starboard Value LP Account.

Percentage: Approximately 6.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,815,909
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,815,909

 

(c)None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
26
 
K.BLR Partners
(a)As of the close of business on October 6, 2017, BLR Partners beneficially owned 938,637 Shares.

Percentage: Approximately 2.3%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 938,637
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 938,637

 

(c)The transactions in the Shares by BLR Partners during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
L.BLRPart GP
(a)BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 938,637 Shares owned by BLR Partners.

Percentage: Approximately 2.3%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 938,637
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 938,637

 

(c)BLRPart GP has not entered into any transactions in the Shares during the past sxity days. The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
M.BLRGP
(a)BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 938,637 Shares owned by BLR Partners.

Percentage: Approximately 2.3%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 938,637
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 938,637

 

(c)BLRGP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
27

 

N.Fondren Management
(a)Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 938,637 Shares owned by BLR Partners.

Percentage: Approximately 2.3%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 938,637
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 938,637

 

(c)Fondren Management has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
O.FMLP
(a)FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 938,637 Shares owned by BLR Partners.

Percentage: Approximately 2.3%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 938,637
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 938,637

 

(c)FMLP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
P.Mr. Radoff
(a)Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 938,637 Shares owned by BLR Partners.

Percentage: Approximately 2.3%

(b)1. Sole power to vote or direct vote: 938,637
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 938,637
4. Shared power to dispose or direct the disposition: 0

 

(c)Mr. Radoff has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of BLR Partners during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

As of the close of business on October 6, 2017, the Reporting Persons collectively beneficially owned an aggregate of 3,754,546 Shares, constituting approximately 9.0% of the Shares outstanding.

 

28

 

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

On August 21, 2017, the Reporting Persons entered into a Group Agreement (the “Group Agreement”) in which the Reporting Persons agreed, among other things, (i) to form a group for the purpose of engaging in discussions with the Issuer regarding means to enhance stockholder value and corporate governance, (ii) to take any other actions the group determines to undertake in connection with their respective investment in the Issuer, including, but not limited to, a potential solicitation of proxies in furtherance of seeking representation on the Issuer’s Board of Directors, (iii) to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law, (iv) that each of the Starboard Parties and BLR Parties will pay directly all pre-approved expenses incurred in connection with the group’s activities based on their pro rata ownership percentage of the Shares, as adjusted each month, and (v) that a trading policy will be in effect during the term of the Group Agreement, which provides, among other things, that each of the Starboard Parties and BLR Parties will only buy, sell or otherwise transact in securities of the Issuer approximately in proportion to the agreed upon target position of the parties. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Group Agreement, dated August 21, 2017.
99.2Power of Attorney for Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated September 15, 2011.
29

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: October 6, 2017

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

Starboard Value and Opportunity S LLC

By: Starboard Value LP,

its manager

 

Starboard Value and Opportunity C LP

By: Starboard Value R LP,

its general partner

 

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

Starboard Value R GP LLC

 

 
By:

/s/ Jeffrey C. Smith

  Name: Jeffrey C. Smith
  Title:

Authorized Signatory

 

 

 

/s/ Jeffrey C. Smith

Jeffrey C. Smith
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld

  

30

 

  BLR Partners LP
   
  By: BLRPart, LP
General Partner
     
  By: BLRGP Inc.
General Partner
     
  By:

/s/ Bradley L. Radoff

    Name: Bradley L. Radoff
    Title: Sole Director

 

 

  BLRPart, LP
   
  By: BLRGP Inc.
General Partner
     
  By:

/s/ Bradley L. Radoff

    Name: Bradley L. Radoff
    Title: Sole Director

 

 

  BLRGP Inc.
   
  By:

/s/ Bradley L. Radoff

    Name: Bradley L. Radoff
    Title: Sole Director

 

 

  Fondren Management, LP
   
  By: FMLP Inc.
General Partner
     
  By:

/s/ Bradley L. Radoff

    Name: Bradley L. Radoff
    Title: Sole Director

 

 

  FMLP Inc.
   
  By:

/s/ Bradley L. Radoff

    Name: Bradley L. Radoff
    Title: Sole Director

 

 

 

/s/ Bradley L. Radoff

  Bradley L. Radoff

 

 

31

 

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd

Name and Position Principal Occupation Principal Business Address Citizenship
       

Patrick Agemian

Director

Director of Global Funds Management, Ltd.

PO Box 10034, Harbour Place

2nd Floor

103 South Church Street

Grand Cayman

Cayman Islands, KY1-1001

Canada
       

Mark R. Mitchell

Director*

     
       

Don Seymour

Director

Managing Director of dms Governance

dms Governance

dms House, 20 Genesis Close

P.O. Box 31910

Grand Cayman

Cayman Islands, KY1-1208

Cayman Islands

 

 

 

 

 

* Mr. Mitchell is a Reporting Person and, as such, the information with respect to Mr. Mitchell called for by Item 2 of Schedule 13D is set forth therein.

 

 

SCHEDULE B

Transactions in the Shares During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

 

Purchase of Common Stock 27,851 18.8074 08/07/2017
Purchase of Common Stock 27,852 18.8074 08/07/2017
Purchase of Common Stock 3,820 18.8449 08/07/2017
Purchase of Common Stock 3,820 18.8449 08/07/2017
Purchase of Common Stock 26,156 18.8144 08/08/2017
Purchase of Common Stock 26,156 18.8144 08/08/2017
Purchase of Common Stock 4,289 18.8799 08/08/2017
Purchase of Common Stock 4,289 18.8799 08/08/2017
Purchase of Common Stock 9,550 18.8990 08/09/2017
Purchase of Common Stock 9,550 18.8990 08/09/2017
Purchase of Common Stock 13,649 18.9937 08/09/2017
Purchase of Common Stock 13,649 18.9937 08/09/2017
Purchase of Common Stock 2,181 19.0276 08/09/2017
Purchase of Common Stock 2,181 19.0276 08/09/2017
Purchase of Common Stock 3,043 18.8491 08/10/2017
Purchase of Common Stock 3,043 18.8491 08/10/2017
Purchase of Common Stock 11,274 18.9244 08/10/2017
Purchase of Common Stock 11,274 18.9244 08/10/2017
Purchase of Common Stock 13,219 18.9432 08/10/2017
Purchase of Common Stock 13,218 18.9432 08/10/2017
Purchase of Common Stock 7,640 18.8305 08/11/2017
Purchase of Common Stock 7,640 18.8305 08/11/2017
Purchase of Common Stock 17,541 18.9417 08/11/2017
Purchase of Common Stock 17,541 18.9417 08/11/2017
Purchase of Common Stock 10,459 19.1294 08/14/2017
Purchase of Common Stock 10,460 19.1294 08/14/2017
Purchase of Common Stock 13,224 19.4122 08/14/2017
Purchase of Common Stock 13,224 19.4122 08/14/2017
Purchase of Common Stock 72,580 18.6291 08/16/2017
Purchase of Common Stock 72,580 18.6291 08/16/2017
Purchase of Common Stock 13,370 18.7149 08/16/2017
Purchase of Common Stock 13,370 18.7149 08/16/2017
Purchase of Common Stock 6,188 18.2491 08/22/2017
Purchase of Common Stock 4,954 18.2928 08/22/2017
Purchase of Common Stock 31,833 18.3500 08/22/2017
Sale of Common Stock (39,610) 18.1530 08/28/2017
Sale of Common Stock (36,774) 18.1530 08/28/2017
Purchase of Forward Contract 76,384 18.1880 08/28/2017

 

 

 

Sale of Common Stock (39,610) 18.1491 08/29/2017
Sale of Common Stock (36,774) 18.1491 08/29/2017
Purchase of Forward Contract 76,384 18.1849 08/29/2017
Sale of Common Stock (39,610) 18.1681 08/30/2017
Sale of Common Stock (36,774) 18.1681 08/30/2017
Purchase of Forward Contract 76,384 18.2011 08/30/2017
Sale of Common Stock (39,610) 18.3386 08/31/2017
Sale of Common Stock (36,774) 18.3386 08/31/2017
Purchase of Forward Contract 76,384 18.3476 08/31/2017
Sale of Common Stock (39,610) 18.2320 09/01/2017
Sale of Common Stock (36,774) 18.2320 09/01/2017
Purchase of Forward Contract 76,384 18.2756 09/01/2017
Sale of Common Stock (39,610) 19.0297 09/06/2017
Sale of Common Stock (36,774) 19.0297 09/06/2017
Purchase of Forward Contract 76,384 19.0619 09/06/2017
Sale of Common Stock (39,610) 19.6205 09/07/2017
Sale of Common Stock (36,774) 19.6205 09/07/2017
Purchase of Forward Contract 76,384 19.6583 09/07/2017
Sale of Common Stock (39,610) 19.7044 09/11/2017
Sale of Common Stock (36,774) 19.7044 09/11/2017
Purchase of Forward Contract 76,384 19.7435 09/11/2017
Sale of Common Stock (39,610) 19.5807 09/18/2017
Sale of Common Stock (36,774) 19.5807 09/18/2017
Purchase of Forward Contract 76,384 19.6095 09/18/2017
Sale of Common Stock (39,610) 18.9601 09/19/2017
Sale of Common Stock (36,774) 18.9601 09/19/2017
Purchase of Forward Contract 76,384 18.9929 09/19/2017
Sale of Common Stock (39,610) 18.7511 09/20/2017
Sale of Common Stock (36,775) 18.7511 09/20/2017
Purchase of Forward Contract 76,385 18.7638 09/20/2017
Purchase of Common Stock 11,475 18.2750 09/21/2017
Purchase of Common Stock 4,705 18.2997 09/21/2017
Purchase of Common Stock 26,851 18.4781 09/21/2017
Purchase of Common Stock 8,606 18.5235 09/22/2017
Purchase of Common Stock 4,705 18.3857 09/26/2017
Purchase of Common Stock 115 18.425 09/26/2017
Purchase of Common Stock 9,467 18.4591 09/26/2017
Purchase of Common Stock 26,392 18.6063 09/26/2017
Purchase of Common Stock 43,709 18.7027 09/26/2017
Purchase of Common Stock 74,504 18.7579 09/26/2017
Purchase of Common Stock 41,740 18.8448 09/27/2017
Purchase of Common Stock 910 18.8484 09/27/2017
Purchase of Common Stock 50,707 18.8684 09/27/2017
Purchase of Common Stock 216,304 18.8792 09/27/2017
Purchase of Common Stock 11,475 18.7363 09/28/2017
Purchase of Common Stock 11,475 18.7363 09/28/2017
Purchase of Common Stock 6,337 18.8199 09/28/2017
Purchase of Common Stock 6,337 18.8199 09/28/2017
Purchase of Common Stock 1,635 19.0000 09/28/2017
Purchase of Common Stock 1,635 19.0000 09/28/2017
Purchase of Common Stock 23,523 19.0345 09/28/2017
Purchase of Common Stock 23,523 19.0345 09/28/2017
Purchase of Common Stock 14,407 19.0632 09/28/2017

 

 

 

Purchase of Common Stock 14,407 19.0632 09/28/2017
Purchase of Common Stock 2,625 18.9565 09/29/2017
Purchase of Common Stock 2,626 18.9565 09/29/2017
Purchase of Common Stock 2,988 18.9921 09/29/2017
Purchase of Common Stock 2,988 18.9921 09/29/2017
Purchase of Common Stock 170 19.3750 10/03/2017
Purchase of Common Stock 452 19.3813 10/03/2017
Purchase of Common Stock 141,188 19.4100 10/03/2017
Purchase of Common Stock 141,187 19.3100 10/04/2017
Purchase of Common Stock 25,537 19.8291 10/05/2017
Purchase of Common Stock 28,237 19.8587 10/05/2017
Exercise of Forward Contract 229,153 19.0702 10/06/2017
Exercise of Forward Contract 611,072 18.6682 10/06/2017
Purchase of Common Stock

2,479

20.0891

10/06/2017
Purchase of Common Stock 3,183

19.9914

10/06/2017
Purchase of Common Stock 26,529

20.1000

10/06/2017

 

Starboard Value and Opportunity S LLC

 

Purchase of Common Stock 6,416 18.8074 08/07/2017
Purchase of Common Stock 880 18.8449 08/07/2017
Purchase of Common Stock 6,025 18.8144 08/08/2017
Purchase of Common Stock 988 18.8799 08/08/2017
Purchase of Common Stock 2,200 18.8990 08/09/2017
Purchase of Common Stock 3,144 18.9937 08/09/2017
Purchase of Common Stock 503 19.0276 08/09/2017
Purchase of Common Stock 701 18.8491 08/10/2017
Purchase of Common Stock 2,597 18.9244 08/10/2017
Purchase of Common Stock 3,045 18.9432 08/10/2017
Purchase of Common Stock 1,760 18.8305 08/11/2017
Purchase of Common Stock 4,041 18.9417 08/11/2017
Purchase of Common Stock 2,409 19.1294 08/14/2017
Purchase of Common Stock 3,047 19.4122 08/14/2017
Purchase of Common Stock 16,720 18.6291 08/16/2017
Purchase of Common Stock 3,080 18.7149 08/16/2017
Purchase of Common Stock 713 18.2491 08/22/2017
Purchase of Common Stock 571 18.2928 08/22/2017
Purchase of Common Stock 3,666 18.3500 08/22/2017
Sale of Common Stock (8,806) 18.1530 08/28/2017
Purchase of Forward Contract 8,806 18.1880 08/28/2017
Sale of Common Stock (8,806) 18.1491 08/29/2017
Purchase of Forward Contract 8,806 18.1849 08/29/2017
Sale of Common Stock (8,806) 18.1681 08/30/2017
Purchase of Forward Contract 8,806 18.2011 08/30/2017
Sale of Common Stock (8,806) 18.3386 08/31/2017
Purchase of Forward Contract 8,806 18.3476 08/31/2017
Sale of Common Stock (8,806) 18.2320 09/01/2017
Purchase of Forward Contract 8,806 18.2756 09/01/2017
Sale of Common Stock (8,806) 19.0297 09/06/2017
Purchase of Forward Contract 8,806 19.0619 09/06/2017
Sale of Common Stock (8,806) 19.6205 09/07/2017

 

 

 

Purchase of Forward Contract 8,806 19.6583 09/07/2017
Sale of Common Stock (8,806) 19.7044 09/11/2017
Purchase of Forward Contract 8,806 19.7435 09/11/2017
Sale of Common Stock (8,806) 19.5807 09/18/2017
Purchase of Forward Contract 8,806 19.6095 09/18/2017
Sale of Common Stock (8,806) 18.9601 09/19/2017
Purchase of Forward Contract 8,806 18.9929 09/19/2017
Sale of Common Stock (8,806) 18.7511 09/20/2017
Purchase of Forward Contract 8,806 18.7638 09/20/2017
Purchase of Common Stock 1,320 18.2750 09/21/2017
Purchase of Common Stock 541 18.2997 09/21/2017
Purchase of Common Stock 3,089 18.4781 09/21/2017
Purchase of Common Stock 990 18.5235 09/22/2017
Purchase of Common Stock 541 18.3857 09/26/2017
Purchase of Common Stock 13 18.4250 09/26/2017
Purchase of Common Stock 1,089 18.4591 09/26/2017
Purchase of Common Stock 3,036 18.6063 09/26/2017
Purchase of Common Stock 5,028 18.7027 09/26/2017
Purchase of Common Stock 8,570 18.7579 09/26/2017
Purchase of Common Stock 4,801 18.8448 09/27/2017
Purchase of Common Stock 105 18.8484 09/27/2017
Purchase of Common Stock 5,833 18.8684 09/27/2017
Purchase of Common Stock 24,882 18.8792 09/27/2017
Purchase of Common Stock 2,640 18.7363 09/28/2017
Purchase of Common Stock 1,458 18.8199 09/28/2017
Purchase of Common Stock 376 19.0000 09/28/2017
Purchase of Common Stock 5,412 19.0345 09/28/2017
Purchase of Common Stock 3,315 19.0632 09/28/2017
Purchase of Common Stock 604 18.9565 09/29/2017
Purchase of Common Stock 688 18.9921 09/29/2017
Purchase of Common Stock 20 19.3750 10/03/2017
Purchase of Common Stock 53 19.3813 10/03/2017
Purchase of Common Stock 16,687 19.4100 10/03/2017
Purchase of Common Stock 16,688 19.3100 10/04/2017
Purchase of Common Stock 3,338 19.8587 10/05/2017
Purchase of Common Stock 3,018 19.8291 10/05/2017
Exercise of Forward Contract 26,418 19.0472 10/06/2017
Exercise of Forward Contract 70,448 18.6452 10/06/2017
Purchase of Common Stock 293 20.0891 10/06/2017
Purchase of Common Stock 376 19.9914 10/06/2017
Purchase of Common Stock 3,136 20.1000 10/06/2017

 

Starboard Value and Opportunity C LP

 

Purchase of Common Stock 3,646 18.8074 08/07/2017
Purchase of Common Stock 500 18.8449 08/07/2017
Purchase of Common Stock 3,424 18.8144 08/08/2017
Purchase of Common Stock 562 18.8799 08/08/2017
Purchase of Common Stock 1,250 18.8990 08/09/2017
Purchase of Common Stock 1,786 18.9937 08/09/2017
Purchase of Common Stock 285 19.0276 08/09/2017

 

 

 

Purchase of Common Stock 398 18.8491 08/10/2017
Purchase of Common Stock 1,476 18.9244 08/10/2017
Purchase of Common Stock 1,730 18.9432 08/10/2017
Purchase of Common Stock 1,000 18.8305 08/11/2017
Purchase of Common Stock 2,296 18.9417 08/11/2017
Purchase of Common Stock 1,369 19.1294 08/14/2017
Purchase of Common Stock 1,731 19.4122 08/14/2017
Purchase of Common Stock 9,500 18.6291 08/16/2017
Purchase of Common Stock 1,750 18.7149 08/16/2017
Purchase of Common Stock 405 18.2491 08/22/2017
Purchase of Common Stock 324 18.2928 08/22/2017
Purchase of Common Stock 2,083 18.3500 08/22/2017
Sale of Common Stock (5,003) 18.1530 08/28/2017
Purchase of Forward Contract 5,003 18.1880 08/28/2017
Sale of Common Stock (5,003) 18.1491 08/29/2017
Purchase of Forward Contract 5,003 18.1849 08/29/2017
Sale of Common Stock (5,003) 18.1681 08/30/2017
Purchase of Forward Contract 5,003 18.2011 08/30/2017
Sale of Common Stock (5,003) 18.3386 08/31/2017
Purchase of Forward Contract 5,003 18.3476 08/31/2017
Sale of Common Stock (5,003) 18.2320 09/01/2017
Purchase of Forward Contract 5,003 18.2756 09/01/2017
Sale of Common Stock (5,004) 19.0297 09/06/2017
Purchase of Forward Contract 5,004 19.0619 09/06/2017
Sale of Common Stock (5,003) 19.6205 09/07/2017
Purchase of Forward Contract 5,003 19.6583 09/07/2017
Sale of Common Stock (5,004) 19.7044 09/11/2017
Purchase of Forward Contract 5,004 19.7435 09/11/2017
Sale of Common Stock (5,003) 19.5807 09/18/2017
Purchase of Forward Contract 5,003 19.6095 09/18/2017
Sale of Common Stock (5,004) 18.9601 09/19/2017
Purchase of Forward Contract 5,004 18.9929 09/19/2017
Sale of Common Stock (5,003) 18.7511 09/20/2017
Purchase of Forward Contract 5,003 18.7638 09/20/2017
Purchase of Common Stock 750 18.2750 09/21/2017
Purchase of Common Stock 308 18.2997 09/21/2017
Purchase of Common Stock 1,755 18.4781 09/21/2017
Purchase of Common Stock 563 18.5235 09/22/2017
Purchase of Common Stock 307 18.3857 09/26/2017
Purchase of Common Stock 7 18.4250 09/26/2017
Purchase of Common Stock 619 18.4591 09/26/2017
Purchase of Common Stock 1,725 18.6063 09/26/2017
Purchase of Common Stock 2,857 18.7027 09/26/2017
Purchase of Common Stock 4,870 18.7579 09/26/2017
Purchase of Common Stock 2,728 18.8448 09/27/2017
Purchase of Common Stock 59 18.8484 09/27/2017
Purchase of Common Stock 3,314 18.8684 09/27/2017
Purchase of Common Stock 14,137 18.8792 09/27/2017
Purchase of Common Stock 1,500 18.7363 09/28/2017
Purchase of Common Stock 828 18.8199 09/28/2017

 

 

 

Purchase of Common Stock 214 19.0000 09/28/2017
Purchase of Common Stock 3,075 19.0345 09/28/2017
Purchase of Common Stock 1,883 19.0632 09/28/2017
Purchase of Common Stock 343 18.9565 09/29/2017
Purchase of Common Stock 391 18.9921 09/29/2017
Purchase of Common Stock 11 19.3750 10/03/2017
Purchase of Common Stock 30 19.3813 10/03/2017
Purchase of Common Stock 9,375 19.4100 10/03/2017
Purchase of Common Stock 9,375 19.3100 10/04/2017
Purchase of Common Stock 1,875 19.8587 10/05/2017
Purchase of Common Stock 1,696 19.8291 10/05/2017
Exercise of Forward Contract 15,010 19.0472 10/06/2017
Exercise of Forward Contract 40,026 18.6453 10/06/2017
Purchase of Common Stock 165 20.0891 10/06/2017
Purchase of Common Stock 211 19.9914 10/06/2017
Purchase of Common Stock 1,761 20.1000 10/06/2017

 

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Purchase of Common Stock 7,145 18.8074 08/07/2017
Purchase of Common Stock 980 18.8449 08/07/2017
Purchase of Common Stock 6,710 18.8144 08/08/2017
Purchase of Common Stock 1,100 18.8799 08/08/2017
Purchase of Common Stock 2,450 18.8990 08/09/2017
Purchase of Common Stock 3,502 18.9937 08/09/2017
Purchase of Common Stock 560 19.0276 08/09/2017
Purchase of Common Stock 780 18.8491 08/10/2017
Purchase of Common Stock 2,892 18.9244 08/10/2017
Purchase of Common Stock 3,391 18.9432 08/10/2017
Purchase of Common Stock 1,960 18.8305 08/11/2017
Purchase of Common Stock 4,500 18.9417 08/11/2017
Purchase of Common Stock 2,684 19.1294 08/14/2017
Purchase of Common Stock 3,393 19.4122 08/14/2017
Purchase of Common Stock 18,620 18.6291 08/16/2017
Purchase of Common Stock 3,430 18.7149 08/16/2017
Purchase of Common Stock 794 18.2491 08/22/2017
Purchase of Common Stock 635 18.2928 08/22/2017
Purchase of Common Stock 4,084 18.3500 08/22/2017
Sale of Common Stock (9,807) 18.1530 08/28/2017
Purchase of Forward Contract 9,807 18.1880 08/28/2017
Sale of Common Stock (9,807) 18.1491 08/29/2017
Purchase of Forward Contract 9,807 18.1849 08/29/2017
Sale of Common Stock (9,807) 18.1681 08/30/2017
Purchase of Forward Contract 9,807 18.2011 08/30/2017
Sale of Common Stock (9,807) 18.3386 08/31/2017
Purchase of Forward Contract 9,807 18.3476 08/31/2017
Sale of Common Stock (9,807) 18.2320 09/01/2017
Purchase of Forward Contract 9,807 18.2756 09/01/2017
Sale of Common Stock (9,806) 19.0297 09/06/2017
Purchase of Forward Contract 9,806 19.0619 09/06/2017

 

 

 

Sale of Common Stock (9,807) 19.6205 09/07/2017
Purchase of Forward Contract 9,807 19.6583 09/07/2017
Sale of Common Stock (9,806) 19.7044 09/11/2017
Purchase of Forward Contract 9,806 19.7435 09/11/2017
Sale of Common Stock (9,807) 19.5807 09/18/2017
Purchase of Forward Contract 9,807 19.6095 09/18/2017
Sale of Common Stock (9,806) 18.9601 09/19/2017
Purchase of Forward Contract 9,806 18.9929 09/19/2017
Sale of Common Stock (9,806) 18.7511 09/20/2017
Purchase of Forward Contract 9,806 18.7638 09/20/2017
Purchase of Common Stock 1,455 18.2750 09/21/2017
Purchase of Common Stock 596 18.2997 09/21/2017
Purchase of Common Stock 3,405 18.4781 09/21/2017
Purchase of Common Stock 1,091 18.5235 09/22/2017
Purchase of Common Stock 597 18.3857 09/26/2017
Purchase of Common Stock 15 18.4250 09/26/2017
Purchase of Common Stock 1,200 18.4591 09/26/2017
Purchase of Common Stock 3,347 18.6063 09/26/2017
Purchase of Common Stock 5,542 18.7027 09/26/2017
Purchase of Common Stock 9,447 18.7579 09/26/2017
Purchase of Common Stock 5,293 18.8448 09/27/2017
Purchase of Common Stock 115 18.8484 09/27/2017
Purchase of Common Stock 6,430 18.8684 09/27/2017
Purchase of Common Stock 27,427 18.8792 09/27/2017
Purchase of Common Stock 2,910 18.7363 09/28/2017
Purchase of Common Stock 1,607 18.8199 09/28/2017
Purchase of Common Stock 415 19.0000 09/28/2017
Purchase of Common Stock 5,965 19.0345 09/28/2017
Purchase of Common Stock 3,654 19.0632 09/28/2017
Purchase of Common Stock 666 18.9565 09/29/2017
Purchase of Common Stock 758 18.9921 09/29/2017
Purchase of Common Stock 24 19.3750 10/03/2017
Purchase of Common Stock 65 19.3813 10/03/2017
Purchase of Common Stock 20,250 19.4100 10/03/2017
Purchase of Common Stock 20,250 19.3100 10/04/2017
Purchase of Common Stock 4,050 19.8587 10/05/2017
Purchase of Common Stock 3,663 19.8291 10/05/2017
Exercise of Forward Contract 29,419 19.0472 10/06/2017
Exercise of Forward Contract 78,454 18.9951 10/06/2017
Purchase of Common Stock 356 20.0891 10/06/2017
Purchase of Common Stock 456

19.9914

10/06/2017
Purchase of Common Stock 3,805 20.1000 10/06/2017

 

 

 

blr partners LP

 

Purchase of Common Stock 75,000 18.6000 08/16/2017
Purchase of Common Stock 2,700 18.2491 08/22/2017
Purchase of Common Stock 2,161 18.2928 08/22/2017
Purchase of Common Stock 13,889 18.3500 08/22/2017
Purchase of Common Stock 5,000 18.2750 09/21/2017
Purchase of Common Stock 2,050 18.2997 09/21/2017
Purchase of Common Stock 11,700 18.4781 09/21/2017
Purchase of Common Stock 3,750 18.5235 09/22/2017
Purchase of Common Stock 2,050 18.3857 09/26/2017
Purchase of Common Stock 50 18.4250 09/26/2017
Purchase of Common Stock 4,125 18.4591 09/26/2017
Purchase of Common Stock 11,500 18.6063 09/26/2017
Purchase of Common Stock 19,045 18.7027 09/26/2017
Purchase of Common Stock 32,463 18.7579 09/26/2017
Purchase of Common Stock 18,188 18.8448 09/27/2017
Purchase of Common Stock 397 18.8484 09/27/2017
Purchase of Common Stock 22,094 18.8684 09/27/2017
Purchase of Common Stock 94,250 18.8792 09/27/2017
Purchase of Common Stock 10,000 18.7363 09/28/2017
Purchase of Common Stock 5,522 18.8199 09/28/2017
Purchase of Common Stock 1,425 19.0000 09/28/2017
Purchase of Common Stock 20,500 19.0345 09/28/2017
Purchase of Common Stock 12,556 19.0632 09/28/2017
Purchase of Common Stock 2,288 18.9565 09/29/2017
Purchase of Common Stock 2,604 18.9921 09/29/2017
Purchase of Common Stock 75 19.3750 10/03/2017
Purchase of Common Stock 200 19.3813 10/03/2017
Purchase of Common Stock 62,500 19.4100 10/03/2017
Purchase of Common Stock 62,500 19.3100 10/04/2017
Purchase of Common Stock 12,500 19.8587 10/05/2017
Purchase of Common Stock 11,305 19.8291 10/05/2017
Purchase of Common Stock 1,097 20.0891 10/06/2017
Purchase of Common Stock 1,409 19.9914 10/06/2017
Purchase of Common Stock 11,744 20.1000 10/06/2017