Page 18 of 27 SEC Filing The following constitutes Amendment No. 18 to the Schedule 13D filed by the undersigned (“Amendment No. 18”). This Amendment No. 18 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, Starboard C LP and Starboard Delta LLC and held in the Starboard Value LP Accounts 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 1,735,918 Shares beneficially owned by Starboard V&O Fund is approximately $73,615,628, excluding brokerage commissions. The aggregate purchase price of the 397,097 Shares beneficially owned by Starboard S LLC is approximately $17,064,219, excluding brokerage commissions. The aggregate purchase price of the 217,662 Shares beneficially owned by Starboard C LP is approximately $9,280,306, excluding brokerage commissions. The aggregate purchase price of the 2,366,584 Shares beneficially owned by Starboard Delta LLC is approximately $98,947,256, excluding brokerage commissions. The aggregate purchase price of the 3,247,739 Shares held in the Starboard Value LP Accounts is approximately $147,035,671, excluding brokerage commissions. The 6,320 Shares directly owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer. Item 5. Interest in Securities of the Issuer.
Items 5(a) – 5(c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 128,236,458 Shares outstanding, as of December 15, 2015, 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 January 6, 2016. A. Starboard V&O Fund
(a) As of the close of business on March 3, 2016, Starboard V&O Fund beneficially owned 1,735,918 Shares.
Percentage: Approximately 1.4% (b) 1. Sole power to vote or direct vote: 1,735,918
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,735,918
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 17 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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The following constitutes Amendment No. 18 to the Schedule 13D filed by the undersigned (“Amendment No. 18”). This Amendment No. 18 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, Starboard C LP and Starboard Delta LLC and held in the Starboard Value LP Accounts 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 1,735,918 Shares beneficially owned by Starboard V&O Fund is approximately $73,615,628, excluding brokerage commissions. The aggregate purchase price of the 397,097 Shares beneficially owned by Starboard S LLC is approximately $17,064,219, excluding brokerage commissions. The aggregate purchase price of the 217,662 Shares beneficially owned by Starboard C LP is approximately $9,280,306, excluding brokerage commissions. The aggregate purchase price of the 2,366,584 Shares beneficially owned by Starboard Delta LLC is approximately $98,947,256, excluding brokerage commissions. The aggregate purchase price of the 3,247,739 Shares held in the Starboard Value LP Accounts is approximately $147,035,671, excluding brokerage commissions. The 6,320 Shares directly owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – 5(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 128,236,458 Shares outstanding, as of December 15, 2015, 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 January 6, 2016.
| A. | Starboard V&O Fund |
| | (a) | As of the close of business on March 3, 2016, Starboard V&O Fund beneficially owned 1,735,918 Shares. |
Percentage: Approximately 1.4%
| | (b) | 1. Sole power to vote or direct vote: 1,735,918 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,735,918 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 17 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
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