Activist shareholders continue to be closely-monitored and imitated by investors, given their ability to affect positive change at companies. Whether it be by pressuring companies to set loose underperforming divisions, pushing for change on the company’s Board, or advocating for more of the company’s profits to be distributed to shareholders in the form of share buybacks and/or dividend payments, activist investors know how to move the needle in the right direction. Embedded below and on the following pages is the latest 13D activist filing issued by Matt Sirovich and Jeremy Mindich‘s Scopia Capital, in relation to its position in CONMED Corporation (NASDAQ:CNMD). The filing reveals a new position of 1.69 million shares held by the investment firm, giving them ownership of 6.1% of the issuer’s common stock. The filing does not reveal what plans, if any, Scopia Capital may have in mind regarding its investment.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SCOPIA PX | 434,231 | 1,693,356 | 434,231 | 1,693,356 | 434,231 | 1.6% |
| SCOPIA PARTNERS | 12,261 | 1,693,356 | 12,261 | 1,693,356 | 12,261 | Less than 1% |
| SCOPIA HEALTH CARE | 33,666 | 33,666 | 33,666 | Less than 1% | ||
| SCOPIA WINDMILL FUND | 309,512 | 309,512 | 309,512 | 1.1% | ||
| SCOPIA INTERNATIONAL MASTER FUND | 77,391 | 77,391 | 77,391 | Less than 1% | ||
| SCOPIA PX INTERNATIONAL MASTER FUND | 558,629 | 558,629 | 558,629 | 2.0% | ||
| SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND | 245,043 | 245,043 | 245,043 | Less than 1% | ||
| SCOPIA CAPITAL GP | 1,670,733 | 1,670,733 | 1,670,733 | 6.0% | ||
| SCOPIA CAPITAL MANAGEMENT | 1,693,356 | 1,693,356 | 1,693,356 | 6.1% | ||
| SCOPIA MANAGEMENT, INC | 1,693,356 | 1,693,356 | 1,693,356 | 6.1% | ||
| MATTHEW SIROVICH | 1,693,356 | 6.1% | ||||
| JEREMY MINDICH | 1,693,356 | 6.1% |
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Page 1 of 23 SEC 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)1
CONMED Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
207410101
(CUSIP Number)
SAMANTHA NASELLO
SCOPIA CAPITAL MANAGEMENT LP
152 West 57th Street, 33rd Floor
New York, New York 10019
(212) 370-0303
STEVE WOLOSKY
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19, 2016
(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.
_______________
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 (“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).
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Page 2 of 23 SEC Filing
| 1 | NAME OF REPORTING PERSON SCOPIA PX LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 434,231 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 434,231 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 434,231 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 3 of 23 SEC Filing
| 1 | NAME OF REPORTING PERSON SCOPIA PARTNERS LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 12,261 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 12,261 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,261 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 4 of 23 SEC Filing
| 1 | NAME OF REPORTING PERSON SCOPIA HEALTH CARE LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 33,666 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 33,666 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,666 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 5 of 23 SEC Filing
| 1 | NAME OF REPORTING PERSON SCOPIA WINDMILL FUND LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 309,512 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 309,512 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 309,512 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 6 of 23 SEC Filing
| 1 | NAME OF REPORTING PERSON SCOPIA INTERNATIONAL MASTER FUND LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 BERMUDA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 77,391 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 77,391 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 77,391 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 7 of 23 SEC Filing
| 1 | NAME OF REPORTING PERSON SCOPIA PX INTERNATIONAL MASTER FUND LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 BERMUDA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 558,629 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 558,629 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 558,629 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 8 of 23 SEC Filing
| 1 | NAME OF REPORTING PERSON SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 BERMUDA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 245,043 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 245,043 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 245,043 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 9 of 23 SEC Filing
| 1 | NAME OF REPORTING PERSON SCOPIA CAPITAL GP LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,670,733 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 1,670,733 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,670,733 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 10 of 23 SEC Filing
| 1 | NAME OF REPORTING PERSON SCOPIA CAPITAL MANAGEMENT LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,693,356 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 1,693,356 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,693,356 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 11 of 23 SEC Filing
| 1 | NAME OF REPORTING PERSON SCOPIA MANAGEMENT, INC. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,693,356 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 1,693,356 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,693,356 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
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Page 12 of 23 SEC Filing
| 1 | NAME OF REPORTING PERSON MATTHEW SIROVICH | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
| 8 | SHARED VOTING POWER 1,693,356 | ||
| 9 | SOLE DISPOSITIVE POWER – 0 – | ||
| 10 | SHARED DISPOSITIVE POWER 1,693,356 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,693,356 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
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Page 13 of 23 SEC Filing
| 1 | NAME OF REPORTING PERSON JEREMY MINDICH | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
| 8 | SHARED VOTING POWER 1,693,356 | ||
| 9 | SOLE DISPOSITIVE POWER – 0 – | ||
| 10 | SHARED DISPOSITIVE POWER 1,693,356 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,693,356 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
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Page 14 of 23 SEC Filing
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by:
| | (i) | Scopia PX LLC, a Delaware limited liability company (“Scopia PX”), with respect to the Shares directly and beneficially owned by it; |
| | (ii) | Scopia Partners LLC, a Delaware limited liability company (“Scopia Partners”), with respect to the Shares directly and beneficially owned by it; |
| | (iii) | Scopia Health Care LLC, a Delaware limited liability company (“Scopia Health”), with respect to the Shares directly and beneficially owned by it; |
| | (iv) | Scopia Windmill Fund LP, a Delaware limited liability company (“Scopia Windmill”), with respect to the Shares directly and beneficially owned by it; |
| | (v) | Scopia International Master Fund LP, a Bermuda limited partnership (“Scopia International”), with respect to the Shares directly and beneficially owned by it; |
| | (vi) | Scopia PX International Master Fund LP, a Bermuda limited partnership (“Scopia PX International”), with respect to the Shares directly and beneficially owned by it; |
| | (vii) | Scopia Health Care International Master Fund LP, a Bermuda limited partnership (“Scopia Health International”), with respect to the Shares directly and beneficially owned by it; |
| | (viii) | Scopia Capital GP LLC, a Delaware limited liability company (“Scopia Capital”), as the Managing Member of each of Scopia PX, Scopia Partners and Scopia Health, and the general partner of each of Scopia Windmill, Scopia International, Scopia PX International and Scopia Health International; |
| | (ix) | Scopia Capital Management LP, a Delaware limited partnership (“Scopia Management”), as the Investment Manager of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and of a certain separately managed account (the “Managed Account”); |
| | (x) | Scopia Management, Inc., a New York corporation (“Scopia Inc.”), as the general partner of Scopia Management; |
| | (xi) | Matthew Sirovich, as a Managing Member of Scopia Capital and Managing Director of Scopia Inc.; and |
| | (xii) | Jeremy Mindich, as a Managing Member of Scopia Capital and Managing Director of Scopia Inc. |
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Page 15 of 23 SEC Filing
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing 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 Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia Capital, Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich is 152 West 57th Street, 33rd Floor, New York, New York 10019. The address of the principal office of each of Scopia International, Scopia PX International and Scopia Health International is c/o Appleby Services (Bermuda) Limited, Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda.
(c) The principal business of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International and Scopia Health International is serving as investment vehicles that invest primarily in publicly-traded equities. The principal business of Scopia Capital is serving as the Managing Member of each of Scopia PX, Scopia Partners and Scopia Health, and as the general partner of each of Scopia Windmill, Scopia International, Scopia PX International and Scopia Health International. Scopia Management provides investment advisory and management services and acts as the Investment Manager of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and of the Managed Account. Each of Messrs. Sirovich and Mindich serve as a Managing Member of Scopia Capital and Managing Director of Scopia Inc.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person 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. Sirovich and Mindich are citizens of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and held in the Managed 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).
The aggregate purchase price of the 434,231 Shares beneficially owned by Scopia PX is approximately $16,613,994, excluding brokerage commissions.
The aggregate purchase price of the 12,261 Shares beneficially owned by Scopia Partners is approximately $469,115, excluding brokerage commissions.
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Page 16 of 23 SEC Filing
The aggregate purchase price of the 33,666 Shares beneficially owned by Scopia Health is approximately $1,288,085, excluding brokerage commissions.
The aggregate purchase price of the 309,512 Shares beneficially owned by Scopia Windmill is approximately $11,842,153, excluding brokerage commissions.
The aggregate purchase price of the 77,391 Shares beneficially owned by Scopia International is approximately $2,961,036, excluding brokerage commissions.
The aggregate purchase price of the 558,629 Shares beneficially owned by Scopia PX International is approximately $21,373,549, excluding brokerage commissions.
The aggregate purchase price of the 245,043 Shares beneficially owned by Scopia Health International is approximately $9,375,522, excluding brokerage commissions.
The aggregate purchase price of the 22,623 Shares held in the Managed Account is approximately $865,572, excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (d) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 27,712,715 Shares outstanding as of February 15, 2016, which is the total number of Shares outstanding as reported in the Issuer’s annual report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2016.
| A. | Scopia PX |
| | (a) | As of the close of business on February 22, 2016, Scopia PX beneficially owned 434,231 Shares. |
Percentage: Approximately 1.6%
| | (b) | 1. Sole power to vote or direct vote: 434,231 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 434,231 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia PX since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| B. | Scopia Partners |
| | (a) | As of the close of business on February 22, 2016, Scopia Partners beneficially owned 12,261 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 12,261 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 12,261 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
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Page 17 of 23 SEC Filing
| C. | Scopia Health |
| | (a) | As of the close of business on February 22, 2016, Scopia Health beneficially owned 33,666 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 33,666 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 33,666 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Health since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| D. | Scopia Windmill |
| | (a) | As of the close of business on February 22, 2016, Scopia Windmill beneficially owned 309,512 Shares. |
Percentage: Approximately 1.1%
| | (b) | 1. Sole power to vote or direct vote: 309,512 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 309,512 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Windmill since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| E. | Scopia International |
| | (a) | As of the close of business on February 22, 2016, Scopia International beneficially owned 77,391 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 77,391 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 77,391 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
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Page 18 of 23 SEC Filing
| F. | Scopia PX International |
| | (a) | As of the close of business on February 22, 2016, Scopia PX International beneficially owned 558,629 Shares. |
Percentage: Approximately 2.0%
| | (b) | 1. Sole power to vote or direct vote: 558,629 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 558,629 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia PX International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
G. Scopia Health International
| | (a) | As of the close of business on February 22, 2016, Scopia Health International beneficially owned 245,043 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 245,043 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 245,043 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Health International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| H. | Scopia Capital |
| | (a) | Scopia Capital, as the Managing Member of each of Scopia PX, Scopia Partners and Scopia Health, and the general partner of each of Scopia Windmill, Scopia International, Scopia PX International and Scopia Health International, may be deemed the beneficial owner of the: (i) 434,231 Shares owned by Scopia PX; (ii) 12,261 Shares owned by Scopia Partners; (iii) 33,666 Shares owned by Scopia Health; (iv) 309,512 Shares owned by Scopia Windmill; (v) 77,391 Shares owned by Scopia International; (vi) 558,629 Shares owned by Scopia PX International; and (vii) 245,043 Shares owned by Scopia Health International. |
Percentage: Approximately 6.0%
| | (b) | 1. Sole power to vote or direct vote: 1,670,733 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,670,733 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Scopia Capital has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International and Scopia Health International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
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Page 19 of 23 SEC Filing
| I. | Scopia Management |
| | (a) | As of the close of business on February 22, 2016, 22,623 Shares were held in the Managed Account. Scopia Management, as the Investment Manager of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and the Managed Account, may be deemed the beneficial owner of the: (i) 434,231 Shares owned by Scopia PX; (ii) 12,261 Shares owned by Scopia Partners; (iii) 33,666 Shares owned by Scopia Health; (iv) 309,512 Shares owned by Scopia Windmill; (v) 77,391 Shares owned by Scopia International; (vi) 558,629 Shares owned by Scopia PX International; (vii) 245,043 Shares owned by Scopia Health International; and (viii) 22,623 Shares held in the Managed Account. |
Percentage: Approximately 6.1%
| | (b) | 1. Sole power to vote or direct vote: 1,693,356 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,693,356 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Management through the Managed Account and on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International and Scopia Health International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| J. | Scopia Inc. |
| | (a) | Scopia Inc., as the general partner of Scopia Management, may be deemed the beneficial owner of the: (i) 434,231 Shares owned by Scopia PX; (ii) 12,261 Shares owned by Scopia Partners; (iii) 33,666 Shares owned by Scopia Health; (iv) 309,512 Shares owned by Scopia Windmill; (v) 77,391 Shares owned by Scopia International; (vi) 558,629 Shares owned by Scopia PX International; (vii) 245,043 Shares owned by Scopia Health International; and (viii) 22,623 Shares held in the Managed Account. |
Percentage: Approximately 6.1%
| | (b) | 1. Sole power to vote or direct vote: 1,693,356 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,693,356 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Scopia Inc. has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and through the Managed Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| K. | Mr. Sirovich |
| | (a) | Mr. Sirovich, as a Managing Member of Scopia Capital and Managing Director of Scopia Inc., may be deemed the beneficial owner of the: (i) 434,231 Shares owned by Scopia PX; (ii) 12,261 Shares owned by Scopia Partners; (iii) 33,666 Shares owned by Scopia Health; (iv) 309,512 Shares owned by Scopia Windmill; (v) 77,391 Shares owned by Scopia International; (vi) 558,629 Shares owned by Scopia PX International; (vii) 245,043 Shares owned by Scopia Health International; and (viii) 22,623 Shares held in the Managed Account. |
Percentage: Approximately 6.1%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 1,693,356 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 1,693,356 |
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Page 20 of 23 SEC Filing
| | (c) | Mr. Sirovich has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and through the Managed Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| L. | Mr. Mindich |
| | (a) | Mr. Mindich, as a Managing Member of Scopia Capital and Managing Director of Scopia Inc., may be deemed the beneficial owner of the: (i) 434,231 Shares owned by Scopia PX; (ii) 12,261 Shares owned by Scopia Partners; (iii) 33,666 Shares owned by Scopia Health; (iv) 309,512 Shares owned by Scopia Windmill; (v) 77,391 Shares owned by Scopia International; (vi) 558,629 Shares owned by Scopia PX International; (vii) 245,043 Shares owned by Scopia Health International; and (viii) 22,623 Shares held in the Managed Account. |
Percentage: Approximately 6.1%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 1,693,356 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 1,693,356 |
| | (c) | Mr. Mindich has not entered into any transactions in the securities of the Issuer since the filing of the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and through the Managed Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
The Reporting Persons, as members of a “group” 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. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On February 23, 2016 the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed 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. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| | 99.1 | Joint Filing Agreement, dated February 23, 2016. |
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Page 21 of 23 SEC Filing
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: February 23, 2016
| SCOPIA PX LLC SCOPIA PARTNERS LLC SCOPIA HEALTH CARE LLC SCOPIA WINDMILL FUND LP | SCOPIA INTERNATIONAL MASTER FUND LP SCOPIA PX INTERNATIONAL MASTER FUND LP SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND LP |
| By: | Scopia Capital Management LP | |
| Investment Manager | ||
| By: | Scopia Management, Inc. | |
| General Partner | ||
| By: | /s/ Matthew Sirovich | |
| Name: | Matthew Sirovich | |
| Title: | Managing Director | |
| SCOPIA CAPITAL MANAGEMENT LP | |||
| By: | Scopia Management, Inc. General Partner | ||
| By: | /s/ Matthew Sirovich | ||
| Name: | Matthew Sirovich | ||
| Title: | Managing Director | ||
| SCOPIA CAPITAL GP LLC | SCOPIA MANAGEMENT, INC. | |||||
| By: | /s/ Matthew Sirovich | By: | /s/ Matthew Sirovich | |||
| Name: | Matthew Sirovich | Name: | Matthew Sirovich | |||
| Title: | Managing Member | Title: | Managing Director | |||
| /s/ Matthew Sirovich | |
| MATTHEW SIROVICH |
| /s/ Jeremy Mindich | |
| JEREMY MINDICH |
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Page 22 of 23 SEC Filing
SCHEDULE A
Transactions in the Securities of the Issuer Since the filing of the Schedule 13D
| Nature of the Transaction | Amount of Securities Purchased/(Sold) | Price Per Share ($) | Date of Purchase/Sale |
SCOPIA PX LLC
| Purchase of Common Stock* | 418,193 | 38.2821 | 02/19/2016 |
| Purchase of Common Stock | 12,819 | 37.6534 | 02/19/2016 |
| Purchase of Common Stock | 3,219 | 37.9028 | 02/22/2016 |
SCOPIA PARTNERS LLC
| Purchase of Common Stock* | 11,808 | 38.2821 | 02/19/2016 |
| Purchase of Common Stock | 362 | 37.6534 | 02/19/2016 |
| Purchase of Common Stock | 91 | 37.9028 | 02/22/2016 |
SCOPIA HEALTH CARE LLC
| Purchase of Common Stock* | 32,422 | 38.2821 | 02/19/2016 |
| Purchase of Common Stock | 994 | 37.6534 | 02/19/2016 |
| Purchase of Common Stock | 250 | 37.9028 | 02/22/2016 |
SCOPIA WINDMILL FUND LP
| Purchase of Common Stock* | 298,077 | 38.2821 | 02/19/2016 |
| Purchase of Common Stock | 9,140 | 37.6534 | 02/19/2016 |
| Purchase of Common Stock | 2,295 | 37.9028 | 02/22/2016 |
SCOPIA INTERNATIONAL MASTER FUND LP
| Purchase of Common Stock* | 74,532 | 38.2821 | 02/19/2016 |
| Purchase of Common Stock | 2,285 | 37.6534 | 02/19/2016 |
| Purchase of Common Stock | 574 | 37.9028 | 02/22/2016 |
SCOPIA PX INTERNATIONAL MASTER FUND LP
| Purchase of Common Stock* | 537,991 | 38.2821 | 02/19/2016 |
| Purchase of Common Stock | 16,496 | 37.6534 | 02/19/2016 |
| Purchase of Common Stock | 4,142 | 37.9028 | 02/22/2016 |
SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND LP
| Purchase of Common Stock* | 235,990 | 38.2821 | 02/19/2016 |
| Purchase of Common Stock | 7,236 | 37.6534 | 02/19/2016 |
| Purchase of Common Stock | 1,817 | 37.9028 | 02/22/2016 |
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Page 23 of 23 SEC Filing
SCOPIA CAPITAL MANAGEMENT LP
(Through the Managed Account)
| Purchase of Common Stock* | 21,787 | 38.2821 | 02/19/2016 |
| Purchase of Common Stock | 668 | 37.6534 | 02/19/2016 |
| Purchase of Common Stock | 168 | 37.9028 | 02/22/2016 |
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