Jeffrey Smith‘s Starboard Value continues to trim its position in Darden Restaurants, Inc. (NYSE:DRI), with a new 13D filing showcasing a multitude of sales transactions made by the fund over the past two weeks. In total, Starboard Value owns 7.97 million shares of the company that Mr. Smith is now the Chairman of, after successfully ousting the entire Board of Darden in a proxy fight in 2014. Starboard has trimmed its stake multiple times in 2016, according to previous 13D filings, with the latest sale accounting for about 1.34 million shares since a 13D filing released on February 5. Starboard Value owned 11.64 million shares of Darden Restaurants at the end of 2015, with the position accounting for nearly 20% of its public equity portfolio. As such, the latest sales are likely being affected in the name of portfolio rebalancing, with a little profit taking sprinkled in. Shares of Darden are up by about 21% since the end of 2013, shortly after Mr. Smith took a position in the company.
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 | 7,965,000 | 7,965,000 | 7,965,000 | 7,965,000 | 7,965,000 | 6.2% |
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | 1,735,918 | 7,965,000 | 1,735,918 | 7,965,000 | 1,735,918 | 1.4% |
| STARBOARD VALUE AND OPPORTUNITY S | 397,097 | 7,965,000 | 397,097 | 7,965,000 | 397,097 | Less than 1% |
| STARBOARD VALUE AND OPPORTUNITY C | 217,662 | 217,662 | 217,662 | Less than 1% | ||
| STARBOARD VALUE R | 217,662 | 217,662 | 217,662 | Less than 1% | ||
| STARBOARD VALUE R GP | 217,662 | 217,662 | 217,662 | Less than 1% | ||
| STARBOARD LEADERS DELTA | 2,366,584 | 2,366,584 | 2,366,584 | 1.8% | ||
| STARBOARD LEADERS FUND | 2,366,584 | 2,366,584 | 2,366,584 | 1.8% | ||
| STARBOARD VALUE A | 2,366,584 | 2,366,584 | 2,366,584 | 1.8% | ||
| STARBOARD VALUE A GP | 2,366,584 | 2,366,584 | 2,366,584 | 1.8% | ||
| STARBOARD VALUE GP | 7,965,000 | 7,965,000 | 7,965,000 | 6.2% | ||
| STARBOARD PRINCIPAL CO | 7,965,000 | 7,965,000 | 7,965,000 | 6.2% | ||
| STARBOARD PRINCIPAL CO GP | 7,965,000 | 7,965,000 | 7,965,000 | 6.2% | ||
| JEFFREY C. SMITH | 6,320 | 6,320 | 7,965,000 | 6.2% | ||
| MARK R. MITCHELL | 7,965,000 | 6.2% | ||||
| PETER A. FELD | 7,971,320 | 6.2% |
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Page 1 of 27 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. 18)1
Darden Restaurants, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
237194105
(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
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)
March 3, 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 27 SEC Filing
| 1 | NAME OF REPORTING PERSON STARBOARD VALUE LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 7,965,000 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 7,965,000 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,965,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 3 of 27 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) 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 CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,735,918 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 1,735,918 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,735,918 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
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Page 4 of 27 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) 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 397,097 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 397,097 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 397,097 | ||
| 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 27 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) 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 217,662 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 217,662 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 217,662 | ||
| 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 6 of 27 SEC Filing
| 1 | NAME OF REPORTING PERSON STARBOARD VALUE R LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 217,662 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 217,662 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 217,662 | ||
| 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 27 SEC Filing
| 1 | NAME OF REPORTING PERSON STARBOARD VALUE R 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 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 217,662 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 217,662 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 217,662 | ||
| 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 8 of 27 SEC Filing
| 1 | NAME OF REPORTING PERSON STARBOARD LEADERS DELTA 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 2,366,584 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 2,366,584 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,366,584 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 9 of 27 SEC Filing
| 1 | NAME OF REPORTING PERSON STARBOARD LEADERS 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 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 2,366,584 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 2,366,584 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,366,584 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 10 of 27 SEC Filing
| 1 | NAME OF REPORTING PERSON STARBOARD VALUE A LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,366,584 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 2,366,584 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,366,584 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 11 of 27 SEC Filing
| 1 | NAME OF REPORTING PERSON STARBOARD VALUE A 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 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 2,366,584 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 2,366,584 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,366,584 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 12 of 27 SEC Filing
| 1 | NAME OF REPORTING PERSON STARBOARD VALUE 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 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 7,965,000 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 7,965,000 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,965,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 13 of 27 SEC Filing
| 1 | NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 7,965,000 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 7,965,000 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,965,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 14 of 27 SEC Filing
| 1 | NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO 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 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 7,965,000 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 7,965,000 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,965,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 15 of 27 SEC Filing
| 1 | NAME OF REPORTING PERSON JEFFREY C. SMITH | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
| 8 | SHARED VOTING POWER 7,965,000 | ||
| 9 | SOLE DISPOSITIVE POWER – 0 – | ||
| 10 | SHARED DISPOSITIVE POWER 7,965,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,965,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
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Page 16 of 27 SEC Filing
| 1 | NAME OF REPORTING PERSON MARK R. MITCHELL | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
| 8 | SHARED VOTING POWER 7,965,000 | ||
| 9 | SOLE DISPOSITIVE POWER – 0 – | ||
| 10 | SHARED DISPOSITIVE POWER 7,965,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,965,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
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Page 17 of 27 SEC Filing
| 1 | NAME OF REPORTING PERSON PETER A. FELD | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,320 | |
| 8 | SHARED VOTING POWER 7,965,000 | ||
| 9 | SOLE DISPOSITIVE POWER 6,320 | ||
| 10 | SHARED DISPOSITIVE POWER 7,965,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,971,320 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
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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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Page 19 of 27 SEC Filing
| B. | Starboard S LLC |
| | (a) | As of the close of business on March 3, 2016, Starboard S LLC beneficially owned 397,097 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 397,097 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 397,097 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard S LLC since the filing of Amendment No. 17 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| C. | Starboard C LP |
| | (a) | As of the close of business on March 3, 2016, Starboard C LP beneficially owned 217,662 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 217,662 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 217,662 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard C LP since the filing of Amendment No. 17 to the Schedule 13D 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 217,662 shares owned by Starboard C LP. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 217,662 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 217,662 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 17 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP 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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Page 20 of 27 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 217,662 shares owned by Starboard C LP. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 217,662 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 217,662 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard R GP has not entered into any transactions in the Shares since the filing of Amendment No. 17 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 17 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| F. | Starboard Delta LLC |
| | (a) | As of the close of business on March 3, 2016, Starboard Delta LLC beneficially owned 2,366,584 Shares. |
Percentage: Approximately 1.8%
| | (b) | 1. Sole power to vote or direct vote: 2,366,584 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 2,366,584 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard Delta LLC since the filing of Amendment No. 17 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| G. | Starboard Leaders Fund |
| | (a) | Starboard Leaders Fund, as a member of Starboard Delta LLC, may be deemed the beneficial owner of the 2,366,584 shares owned by Starboard Delta LLC. |
Percentage: Approximately 1.8%
| | (b) | 1. Sole power to vote or direct vote: 2,366,584 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 2,366,584 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard Leaders Fund has not entered into any transactions in the Shares since the filing of Amendment No. 17 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC 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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Page 21 of 27 SEC Filing
| H. | Starboard A LP |
| | (a) | Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard Delta LLC, may be deemed the beneficial owner of the 2,366,584 shares owned by Starboard Delta LLC. |
Percentage: Approximately 1.8%
| | (b) | 1. Sole power to vote or direct vote: 2,366,584 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 2,366,584 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard A LP has not entered into any transactions in the Shares since the filing of Amendment No. 17 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 17 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| I. | Starboard A GP |
| | (a) | Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 2,366,584 shares owned by Starboard Delta LLC. |
Percentage: Approximately 1.8%
| | (b) | 1. Sole power to vote or direct vote: 2,366,584 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 2,366,584 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard A GP has not entered into any transactions in the Shares since the filing of Amendment No. 17 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 17 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| J. | Starboard Value LP |
| | (a) | As of the close of business on March 3, 2016, 3,247,739 Shares were held in the Starboard Value LP Accounts. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Delta LLC and the Starboard Value LP Accounts and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,735,918 Shares owned by Starboard V&O Fund, (ii) 397,097 Shares owned by Starboard S LLC, (iii) 217,662 Shares owned by Starboard C LP, (iv) 2,366,584 Shares owned by Starboard Delta LLC and (v) 3,247,739 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 6.2%
| | (b) | 1. Sole power to vote or direct vote: 7,965,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 7,965,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard Value LP has not entered into any transactions in the Shares since the filing of Amendment No. 17 to the Schedule 13D. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Accounts and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC 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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Page 22 of 27 SEC Filing
| K. | Starboard Value GP |
| | (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,735,918 Shares owned by Starboard V&O Fund, (ii) 397,097 Shares owned by Starboard S LLC, (iii) 217,662 Shares owned by Starboard C LP, (iv) 2,366,584 Shares owned by Starboard Delta LLC and (v) 3,247,739 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 6.2%
| | (b) | 1. Sole power to vote or direct vote: 7,965,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 7,965,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 17 to 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 Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 17 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| L. | Principal Co |
| | (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,735,918 Shares owned by Starboard V&O Fund, (ii) 397,097 Shares owned by Starboard S LLC, (iii) 217,662 Shares owned by Starboard C LP, (iv) 2,366,584 Shares owned by Starboard Delta LLC and (v) 3,247,739 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 6.2%
| | (b) | 1. Sole power to vote or direct vote: 7,965,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 7,965,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 17 to 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 Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 17 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| M. | Principal GP |
| | (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,735,918 Shares owned by Starboard V&O Fund, (ii) 397,097 Shares owned by Starboard S LLC, (iii) 217,662 Shares owned by Starboard C LP, (iv) 2,366,584 Shares owned by Starboard Delta LLC and (v) 3,247,739 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 6.2%
| | (b) | 1. Sole power to vote or direct vote: 7,965,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 7,965,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 17 to 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 Delta LLC and through the Starboard Value LP Accounts 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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Page 23 of 27 SEC Filing
| N. | Mr. Feld |
| | (a) | As of the close of business on March 3, 2016, Mr. Feld directly owned 6,320 Shares. Mr. 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) 1,735,918 Shares owned by Starboard V&O Fund, (ii) 397,097 Shares owned by Starboard S LLC, (iii) 217,662 Shares owned by Starboard C LP, (iv) 2,366,584 Shares owned by Starboard Delta LLC and (v) 3,247,739 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 6.2%
| | (b) | 1. Sole power to vote or direct vote: 6,320 |
| | 2. Shared power to vote or direct vote: 7,965,000 |
| | 3. Sole power to dispose or direct the disposition: 6,320 |
| | 4. Shared power to dispose or direct the disposition: 7,965,000 |
| | (c) | Mr. Feld has not entered into any transactions in the Shares since the filing of Amendment No. 17 to 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 Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 17 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| O. | Messrs. Smith and Mitchell |
| | (a) | Each of Messrs. Smith and 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, may be deemed the beneficial owner of the (i) 1,735,918 Shares owned by Starboard V&O Fund, (ii) 397,097 Shares owned by Starboard S LLC, (iii) 217,662 Shares owned by Starboard C LP, (iv) 2,366,584 Shares owned by Starboard Delta LLC and (v) 3,247,739 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 6.2%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 7,965,000 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 7,965,000 |
| | (c) | None of Messrs. Smith or Mitchell has entered into any transactions in the Shares since the filing of Amendment No. 17 to 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 Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 17 to 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, her or its pecuniary interest therein.
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Page 24 of 27 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: March 3, 2016
| 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 LEADERS DELTA LLC By: Starboard Value A LP, its managing member STARBOARD LEADERS FUND LP By: Starboard Value A LP its general partner | STARBOARD VALUE A LP By: Starboard Value A 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 A 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 |
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Page 25 of 27 SEC Filing
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 17 to the Schedule 13D
| Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
| (32,691) | 62.1269 | 02/22/2016 |
| (3,095) | 62.3941 | 02/22/2016 |
| (19,164) | 62.8629 | 02/23/2016 |
| (32,691) | 62.8858 | 02/23/2016 |
| (20,433) | 63.1595 | 02/23/2016 |
| (12,872) | 63.5405 | 02/23/2016 |
| (1,105) | 63.7857 | 02/23/2016 |
| (10,433) | 62.3682 | 02/24/2016 |
| (12,258) | 63.1621 | 02/24/2016 |
| (13,593) | 63.4032 | 02/24/2016 |
| (6,226) | 63.5051 | 02/25/2016 |
| (9,807) | 63.7631 | 02/25/2016 |
| (14,846) | 63.8549 | 02/26/2016 |
| (27,220) | 64.2064 | 02/26/2016 |
| (6,934) | 63.8024 | 02/29/2016 |
| (1,047) | 64.1212 | 02/29/2016 |
| (4,424) | 64.1413 | 03/01/2016 |
| (15,844) | 64.4857 | 03/01/2016 |
| (16,848) | 64.4528 | 03/02/2016 |
| (32,691) | 64.8914 | 03/03/2016 |
STARBOARD VALUE AND OPPORTUNITY S LLC
| (7,478) | 62.1269 | 02/22/2016 |
| (708) | 62.3941 | 02/22/2016 |
| (4,384) | 62.8629 | 02/23/2016 |
| (7,478) | 62.8858 | 02/23/2016 |
| (4,674) | 63.1595 | 02/23/2016 |
| (2,944) | 63.5405 | 02/23/2016 |
| (253) | 63.7857 | 02/23/2016 |
| (2,386) | 62.3682 | 02/24/2016 |
| (2,804) | 63.1621 | 02/24/2016 |
| (3,110) | 63.4032 | 02/24/2016 |
| (1,424) | 63.5051 | 02/25/2016 |
| (2,243) | 63.7631 | 02/25/2016 |
| (3,396) | 63.8549 | 02/26/2016 |
| (6,227) | 64.2064 | 02/26/2016 |
| (1,586) | 63.8024 | 02/29/2016 |
| (240) | 64.1212 | 02/29/2016 |
| (1,012) | 64.1413 | 03/01/2016 |
| (3,624) | 64.4857 | 03/01/2016 |
| (3,854) | 64.4528 | 03/02/2016 |
| (7,478) | 64.8914 | 03/03/2016 |
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Page 26 of 27 SEC Filing
STARBOARD VALUE AND OPPORTUNITY C LP
| (4,099) | 62.1269 | 02/22/2016 |
| (388) | 62.3941 | 02/22/2016 |
| (2,403) | 62.8629 | 02/23/2016 |
| (4,099) | 62.8858 | 02/23/2016 |
| (2,562) | 63.1595 | 02/23/2016 |
| (1,614) | 63.5405 | 02/23/2016 |
| (138) | 63.7857 | 02/23/2016 |
| (1,308) | 62.3682 | 02/24/2016 |
| (1,537) | 63.1621 | 02/24/2016 |
| (1,704) | 63.4032 | 02/24/2016 |
| (781) | 63.5051 | 02/25/2016 |
| (1,230) | 63.7631 | 02/25/2016 |
| (1,861) | 63.8549 | 02/26/2016 |
| (3,413) | 64.2064 | 02/26/2016 |
| (869) | 63.8024 | 02/29/2016 |
| (131) | 64.1212 | 02/29/2016 |
| (555) | 64.1413 | 03/01/2016 |
| (1,987) | 64.4857 | 03/01/2016 |
| (2,113) | 64.4528 | 03/02/2016 |
| (4,099) | 64.8914 | 03/03/2016 |
STARBOARD LEADERS DELTA LLC
| (44,569) | 62.1269 | 02/22/2016 |
| (4,219) | 62.3941 | 02/22/2016 |
| (26,127) | 62.8629 | 02/23/2016 |
| (44,569) | 62.8858 | 02/23/2016 |
| (27,857) | 63.1595 | 02/23/2016 |
| (17,548) | 63.5405 | 02/23/2016 |
| (1,505) | 63.7857 | 02/23/2016 |
| (14,223) | 62.3682 | 02/24/2016 |
| (16,711) | 63.1621 | 02/24/2016 |
| (18,532) | 63.4032 | 02/24/2016 |
| (8,489) | 63.5051 | 02/25/2016 |
| (13,371) | 63.7631 | 02/25/2016 |
| (20,239) | 63.8549 | 02/26/2016 |
| (37,110) | 64.2064 | 02/26/2016 |
| (9,454) | 63.8024 | 02/29/2016 |
| (1,428) | 64.1212 | 02/29/2016 |
| (6,031) | 64.1413 | 03/01/2016 |
| (21,600) | 64.4857 | 03/01/2016 |
| (22,969) | 64.4528 | 03/02/2016 |
| (44,568) | 64.8914 | 03/03/2016 |
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Page 27 of 27 SEC Filing
STARBOARD VALUE LP
(Through the Starboard Value LP Accounts)
| (61,163) | 62.1269 | 02/22/2016 |
| (5,790) | 62.3941 | 02/22/2016 |
| (35,854) | 62.8629 | 02/23/2016 |
| (61,163) | 62.8858 | 02/23/2016 |
| (38,230) | 63.1595 | 02/23/2016 |
| (24,082) | 63.5405 | 02/23/2016 |
| (2,064) | 63.7857 | 02/23/2016 |
| (19,518) | 62.3682 | 02/24/2016 |
| (22,934) | 63.1621 | 02/24/2016 |
| (25,432) | 63.4032 | 02/24/2016 |
| (11,649) | 63.5051 | 02/25/2016 |
| (18,349) | 63.7631 | 02/25/2016 |
| (27,776) | 63.8549 | 02/26/2016 |
| (50,927) | 64.2064 | 02/26/2016 |
| (12,974) | 63.8024 | 02/29/2016 |
| (1,959) | 64.1212 | 02/29/2016 |
| (8,276) | 64.1413 | 03/01/2016 |
| (29,641) | 64.4857 | 03/01/2016 |
| (31,520) | 64.4528 | 03/02/2016 |
| (61,164) | 64.8914 | 03/03/2016 |
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