Page 23 of 27 – SEC Filing
| N. | 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) 2,011,897 Shares owned by Starboard V&O Fund, (ii) 234,386 Shares owned by Starboard S LLC, (iii) 129,944 Shares owned by Starboard C LP, (iv) 1,164,807 Shares owned by Starboard Lima LLC and (v) 261,366 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 4.4%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 3,802,400 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 3,802,400 |
| | (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Lima LLC and through the Starboard Value LP Account since the filing of the Schedule 13D 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 March 15, 2017, the Reporting Persons ceased to be the beneficial owners of 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 and restated to read as follows:
Each of Starboard V&O Fund and Starboard Lima LLC first entered into forward contracts with Morgan Stanley as the counterparty on June 22, 2016 and December 22, 2016, respectively, providing for the purchase of an aggregate of 1,604,817 Shares and 58,269 Shares, respectively, having an aggregate purchase price of $61,033,640 and $2,019,892, respectively (each a “2016 Forward Contract”). Each of the 2016 Forward Contracts has a final valuation date of December 22, 2017, however, each of Starboard V&O Fund and Starboard Lima LLC has the ability to elect early settlement after serving notice to the counter-party of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. Each of the 2016 Forward Contracts provides for physical settlement. Until the settlement date, none of the 2016 Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.
Each of Starboard V&O Fund, Starboard Lima LLC, Starboard S LLC, Starboard C LP and Starboard Value LP through the Starboard Value LP Account entered into forward contracts with Morgan Stanley as the counterparty on February 28, 2017, providing for the purchase of an aggregate of 137,963 Shares, 399,568 Shares, 15,349 Shares, 8,567 Shares and 13,553 Shares, respectively, having an aggregate purchase price of $4,810,908, $13,933,336, $535,235, $298,740 and $472,607, respectively (each a “2017 Forward Contract”). Each of the 2017 Forward Contracts has a final valuation date of August 28, 2018, however, each of Starboard V&O Fund, Starboard Lima LLC, Starboard S LLC, Starboard C LP and Starboard Value LP has the ability to elect early settlement after serving notice to the counter-party of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. Each of the 2017 Forward Contracts provides for physical settlement. Until the settlement date, none of the 2017 Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.
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