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13D Filing: Starboard Value LP and Brinks Co (BCO)

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
STARBOARD VALUE 1,528,205 1,528,205 1,528,205 1,528,205 3.0%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 821,893 821,893 1,528,205 821,893 1.6%
STARBOARD VALUE AND OPPORTUNITY S 257,139 257,139 1,528,205 257,139 Less%
STARBOARD VALUE AND OPPORTUNITY C 141,090 141,090 141,090 Less%
STARBOARD VALUE R 141,090 141,090 141,090 Less%
STARBOARD VALUE R GP 141,090 141,090 141,090 Less%
STARBOARD VALUE GP 1,528,205 1,528,205 1,528,205 3.0%
STARBOARD PRINCIPAL CO 1,528,205 1,528,205 1,528,205 3.0%
STARBOARD PRINCIPAL CO GP 1,528,205 1,528,205 1,528,205 3.0%
JEFFREY C. SMITH 1,528,205 3.0%
MARK R. MITCHELL 1,528,205 3.0%
PETER A. FELD 1,528,205 3.0%
Jeffrey Smith
Jeffrey Smith
Starboard Value LP

Page 1 of 21 – 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.  9)1

The Brink’s Company

(Name
of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

109696104

(CUSIP Number)

JEFFREY
C. SMITH

STARBOARD
VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

STEVE
WOLOSKY, 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)

July 31, 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.

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 21 – SEC Filing

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 1,528,205
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,528,205
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,528,205*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
PN

*Possesses economic exposure to an aggregate of 2,509,975 shares
(representing approximately 4.97% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

2

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Page 3 of 21 – SEC Filing

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 821,893
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
821,893
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
821,893*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON
CO

*Possesses economic exposure to an aggregate of 1,803,663 shares
(representing approximately 3.6% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

3

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Page 4 of 21 – SEC Filing

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 257,139
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
257,139
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,139
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

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Page 5 of 21 – SEC Filing

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 141,090
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
141,090
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,090
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

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Page 6 of 21 – SEC Filing

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 141,090
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
141,090
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,090
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

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Page 7 of 21 – SEC Filing

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 141,090
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
141,090
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,090
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

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Page 8 of 21 – SEC Filing

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 1,528,205
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,528,205
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,528,205*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
OO

*Possesses economic exposure to an aggregate of 2,509,975 shares
(representing approximately 4.97% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

8

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Page 9 of 21 – SEC Filing

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 1,528,205
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,528,205
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,528,205*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
PN

*Possesses economic exposure to an aggregate of 2,509,975 shares
(representing approximately 4.97% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

9

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Page 10 of 21 – SEC Filing

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 1,528,205
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,528,205
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,528,205*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
OO

*Possesses economic exposure to an aggregate of 2,509,975 shares
(representing approximately 4.97% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

10

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Page 11 of 21 – SEC Filing

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 1,528,205
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
1,528,205
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,528,205*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
IN

*Possesses economic exposure to an aggregate of 2,509,975 shares
(representing approximately 4.97% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

11

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Page 12 of 21 – SEC Filing

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 1,528,205
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
1,528,205
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,528,205*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
IN

*Possesses economic exposure to an aggregate of 2,509,975 shares
(representing approximately 4.97% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

12

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Page 13 of 21 – SEC Filing

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 1,528,205
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
1,528,205
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,528,205*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
IN

*Possesses economic exposure to an aggregate of 2,509,975 shares
(representing approximately 4.97% of the outstanding shares) due to certain cash-settled total return swaps as further explained
in Item 6.

13

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Page 14 of 21 – SEC Filing

The following constitutes
Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule
13D as specifically set forth herein.

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

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

The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC and Starboard CLP 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 A, which is incorporated by reference herein. The
aggregate purchase price of the 821,893 Shares beneficially owned by Starboard V&O Fund is approximately $21,574,322, excluding
brokerage commissions. The aggregate purchase price of the 257,139 Shares beneficially owned by Starboard S LLC is approximately
$7,573,686, excluding brokerage commissions. The aggregate purchase price of the 141,090 Shares beneficially owned by Starboard
C LP is approximately $3,731,143, excluding brokerage commissions. The aggregate purchase price of the 308,083 Shares held in
the Starboard Value LP Account is approximately $9,156,669, excluding brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby
amended to add the following:

Starboard Value LP
(together with its affiliates, “Starboard”) has undertaken the sales reported in this Amendment No. 9 to the Schedule
13D in large part to effectuate a rebalancing of Starboard’s portfolio in light of the significant appreciation in the Issuer’s
stock price since Starboard filed its initial Schedule13D in the Issuer more than two years ago. The Shares sold by the Reporting
Persons represent approximately 30% of the Reporting Persons’ total equity position in the Issuer.  Starboard
intends to remain a large shareholder of the Issuer, and Mr. Feld continues as an active member of the Issuer’s Board of
Directors.

Item 5. Interest in Securities of the Issuer.

Item 5
is hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 50,481,059 Shares outstanding, as of July 24, 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 26, 2017.

A. Starboard V&O Fund
(a) As of the close of business on August 2, 2017, Starboard V&O Fund beneficially owned 821,893
Shares.

Percentage: Approximately
1.6%

(b) 1. Sole power to vote or direct vote: 821,893
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 821,893
4. Shared power to dispose or direct the disposition: 0
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Page 15 of 21 – SEC Filing

(c) The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
B. Starboard S LLC
(a) As of the close of business on August 2, 2017, Starboard S LLC beneficially owned 257,139 Shares.

Percentage: Less than
1%

(b) 1. Sole power to vote or direct vote: 257,139
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 257,139
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
C. Starboard C LP
(a) As of the close of business on August 2, 2017, Starboard C LP beneficially owned 141,090 Shares.

Percentage: Less than
1%

(b) 1. Sole power to vote or direct vote: 141,090
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 141,090
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
A 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 141,090 shares owned by Starboard C LP.

Percentage: Less than
1%

(b) 1. Sole power to vote or direct vote: 141,090
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 141,090
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 A and are incorporated
herein by reference.
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Page 16 of 21 – SEC Filing

E. Starboard R GP
(a) Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of
the 141,090 shares owned by Starboard C LP.

Percentage: Less than
1%

(b) 1. Sole power to vote or direct vote: 141,090
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 141,090
4. Shared power to dispose or direct the disposition: 0
(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 A and are incorporated
herein by reference.
F. Starboard Value LP
(a)

As of the
close of business on August 2, 2017, 308,083 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) 821,893 Shares
owned by Starboard V&O Fund, (ii) 257,139 Shares owned by Starboard S LLC, (iii) 141,090 Shares owned by Starboard C LP, and
(iv) 308,083 Shares held in the Starboard Value LP Account
.

Percentage: Approximately
3.0%

(b) 1. Sole power to vote or direct vote: 1,528,205
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,528,205
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
A 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) 821,893 Shares owned by Starboard V&O Fund, (ii) 257,139 Shares owned by
Starboard S LLC, (iii) 141,090 Shares owned by Starboard C LP, and (iv) 308,083 Shares held in the Starboard Value LP Account
.

Percentage: Approximately
3.0%

(b) 1. Sole power to vote or direct vote: 1,528,205
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,528,205
4. Shared power to dispose or direct the disposition: 0
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Page 17 of 21 – SEC Filing

(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 A 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) 821,893 Shares owned by Starboard V&O Fund, (ii) 257,139 Shares owned by Starboard S LLC,
(iii) 141,090 Shares owned by Starboard C LP, and (iv) 308,083 Shares held in the Starboard Value LP Account
.

Percentage: Approximately
3.0%

(b) 1. Sole power to vote or direct vote: 1,528,205
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,528,205
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 A 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) 821,893 Shares owned by Starboard
V&O Fund, (ii) 257,139 Shares owned by Starboard S LLC, (iii) 141,090 Shares owned by Starboard C LP, and (iv) 308,083 Shares
held in the Starboard Value LP Account
.

Percentage: Approximately
3.0%

(b) 1. Sole power to vote or direct vote: 1,528,205
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,528,205
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 A 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) 821,893 Shares owned by Starboard V&O Fund, (ii) 257,139 Shares owned by Starboard
S LLC, (iii) 141,090 Shares owned by Starboard C LP, and (iv) 308,083 Shares held in the Starboard Value LP Account
.

Percentage: Approximately
3.0%

17

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Page 18 of 21 – SEC Filing

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,528,205
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,528,205
(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 A and are incorporated herein by
reference.

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) As of August 2, 2017, the Reporting Persons ceased to have economic exposure to more than 5% of
the outstanding Shares of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

As previously disclosed
in Amendments to the Schedule 13D, Starboard V&O Fund has entered into a cash-settled total return swap agreement with Société
Générale as the counterparty (the “Swap”) that constitutes economic exposure to an aggregate of 981,770
notional Shares, or approximately 2.0% of the outstanding Shares. The Swap provides Starboard V&O Fund with economic results
that that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting
or dispose of or direct the disposition of the Shares that are the subject of the Swap.

18

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Page 19 of 21 – 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: August 2, 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
19

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Page 20 of 21 – SEC Filing

SCHEDULE A

Transactions in the Shares During
the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/Sale

STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD

 

Sale of Common Stock (143,720) 64.8500 06/08/2017
Sale of Common Stock (125,755) 65.5798 06/08/2017
Sale of Common Stock (14,372) 64.9625 06/09/2017
Sale of Common Stock (21,558) 64.8851 06/09/2017
Sale of Common Stock (35,929) 65.2427 06/12/2017
Sale of Cash-Settled Total Return Swap (220,000) 77.9850 07/31/2017
Sale of Cash-Settled Total Return Swap (130,000) 78.0100 08/01/2017
Sale of Cash-Settled Total Return Swap (124,275) 77.8750 08/02/2017

Starboard
Value and Opportunity S LLC

 

Sale of Common Stock (20,489) 64.8500 06/08/2017
Sale of Common Stock (17,928) 65.5798 06/08/2017
Sale of Common Stock (2,049) 64.9625 06/09/2017
Sale of Common Stock (3,073) 64.8851 06/09/2017
Sale of Common Stock (5,123) 65.2427 06/12/2017
Sale of Common Stock (1,820) 78.2471 07/31/2017
Sale of Common Stock (29,544) 78.1802 07/31/2017
Sale of Common Stock (18,534) 78.0492 08/01/2017
Sale of Common Stock (17,717) 78.0185 08/02/2017

 

Starboard
Value and Opportunity C LP

 

Sale of Common Stock (11,242) 64.8500 06/08/2017
Sale of Common Stock (9,837) 65.5798 06/08/2017
Sale of Common Stock (1,124) 64.9625 06/09/2017
Sale of Common Stock (1,687) 64.8851 06/09/2017
Sale of Common Stock (2,811) 65.2427 06/12/2017
Sale of Common Stock (999) 78.2471 07/31/2017
Sale of Common Stock (16,210) 78.1802 07/31/2017
Sale of Common Stock (10,169) 78.0492 08/01/2017
Sale of Common Stock (9,721) 78.0185 08/02/2017

 

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Page 21 of 21 – SEC Filing

 

STARBOARD
VALUE LP

(Through the Starboard Value LP Account)

 

Sale of Common Stock (24,549) 64.8500 06/08/2017
Sale of Common Stock (21,480) 65.5798 06/08/2017
Sale of Common Stock (2,455) 64.9625 06/09/2017
Sale of Common Stock (3,682) 64.8851 06/09/2017
Sale of Common Stock (6,137) 65.2427 06/12/2017
Sale of Common Stock (2,181) 78.2471 07/31/2017
Sale of Common Stock (35,397) 78.1802 07/31/2017
Sale of Common Stock (22,205) 78.0492 08/01/2017
Sale of Common Stock (21,228) 78.0185 08/02/2017

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