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Depomed Inc (DEPO): Starboard Value Snatches Up Another 1.5 Million Shares

According to a newly-amended 13D filing with the SEC, Jeffrey Smith‘s Starboard Value LP owns 5.64 million shares of Depomed Inc (NASDAQ:DEPO), which account for 9.2% of the company’s outstanding stock. Mr. Smith’s firm has added about 1.50 million shares to its position since it reported a holding of 4.14 million shares in a previous 13D filing. In that previous filing, the activist investor also voiced concerns about the board’s intention to strengthen itself, saying that it should instead be focused on working constructively with shareholders to increase shareholder value. Given that, Starboard Value LP revealed that it will recommend one or more candidates for the position of Director on the company’s board.

Among the funds tracked by Insider Monkey, at the end the December a total of 23 hedge funds were bullish on this stock. Richard Mashaal’s RIMA Senvest Management held the most valuable position in Depomed Inc (NASDAQ:DEPO), which was worth $74 million. Coming in second was Kevin Kotler’s Broadfin Capital, which reported a $13.2 million position in its latest 13F filing. Other investors that held long positions were Matthew Mark’s Jet Capital Investors, Paul Sinclair’s Blue Jay Capital Management, and Joseph Edelman’s Perceptive Advisors.

On the other hand, Carl Tiedemann and Michael Tiedemann’s TIG Advisors dumped the largest investment among the firms that we track, valued at close to $48.5 million in stock, followed by Thomas Steyer’s fund, Farallon Capital, which dumped about $30.3 million worth of shares. Total hedge fund interest in Depomed Inc (NASDAQ:DEPO) dropped by nine funds in the fourth quarter.

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 5,640,000 5,640,000 5,640,000 5,640,000 5,640,000 9.2%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 4,346,917 5,640,000 4,346,917 5,640,000 4,346,917 7.1%
STARBOARD VALUE AND OPPORTUNITY S 514,482 5,640,000 514,482 5,640,000 514,482 Less than 1%
STARBOARD VALUE AND OPPORTUNITY C 285,827 285,827 285,827 Less than 1%
STARBOARD VALUE R 285,827 285,827 285,827 Less than 1%
STARBOARD VALUE R GP 285,827 285,827 285,827 Less than 1%
STARBOARD VALUE GP 5,640,000 5,640,000 5,640,000 9.2%
STARBOARD PRINCIPAL CO 5,640,000 5,640,000 5,640,000 9.2%
STARBOARD PRINCIPAL CO GP 5,640,000 5,640,000 5,640,000 9.2%
JEFFREY C. SMITH 16,450 16,450 5,640,000 9.2%
MARK R. MITCHELL 5,640,000 9.2%
PETER A. FELD 5,640,000 9.2%
GAVIN T. MOLINELLI 16,450 0%
PATRICK SULLIVAN 0%
JAMES P. FOGARTY Less than 1%

Jeffrey Smith
Jeffrey Smith
Starboard Value LP

Page 1 of 26 – 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
Depomed, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
249908104
(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)
April 8, 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 26 – 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
5,640,000
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
5,640,000
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,640,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.2%*
14
TYPE OF REPORTING PERSON
 
PN

* Possesses economic exposure to an aggregate of 6,015,000 shares (representing approximately 9.9% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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Page 3 of 26 – 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
4,346,917
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
4,346,917
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,346,917
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.1%*
14
TYPE OF REPORTING PERSON
 
CO

* Possesses economic exposure to an aggregate of 4,636,387 shares (representing approximately 7.6% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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Page 4 of 26 – 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
514,482
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
514,482
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
514,482
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

* Possesses economic exposure to an aggregate of 548,714 shares (representing less than 1% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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Page 5 of 26 – 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
285,827
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
285,827
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
285,827
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

* Possesses economic exposure to an aggregate of 304,821 shares (representing less than 1% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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Page 6 of 26 – 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
285,827
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
285,827
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
285,827
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

* Possesses economic exposure to an aggregate of 304,821 shares (representing less than 1% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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Page 7 of 26 – 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
285,827
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
285,827
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
285,827
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

* Possesses economic exposure to an aggregate of 304,821 shares (representing less than 1% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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Page 8 of 26 – 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
5,640,000
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
5,640,000
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,640,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.2%*
14
TYPE OF REPORTING PERSON
 
OO

* Possesses economic exposure to an aggregate of 6,015,000 shares (representing approximately 9.9% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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Page 9 of 26 – 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
5,640,000
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
5,640,000
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,640,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.2%*
14
TYPE OF REPORTING PERSON
 
PN

* Possesses economic exposure to an aggregate of 6,015,000 shares (representing approximately 9.9% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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Page 10 of 26 – 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
5,640,000
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
5,640,000
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,640,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.2%*
14
TYPE OF REPORTING PERSON
 
OO
 

* Possesses economic exposure to an aggregate of 6,015,000 shares (representing approximately 9.9% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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Page 11 of 26 – 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
5,640,000
9
SOLE DISPOSITIVE POWER
– 0 –
10
SHARED DISPOSITIVE POWER
5,640,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,640,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.2%*
14
TYPE OF REPORTING PERSON
 
IN

* Possesses economic exposure to an aggregate of 6,015,000 shares (representing approximately 9.9% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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Page 12 of 26 – 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
5,640,000
9
SOLE DISPOSITIVE POWER
– 0 –
10
SHARED DISPOSITIVE POWER
5,640,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,640,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.2%*
14
TYPE OF REPORTING PERSON
 
IN

* Possesses economic exposure to an aggregate of 6,015,000 shares (representing approximately 9.9% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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Page 13 of 26 – 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
– 0 –
8
SHARED VOTING POWER
5,640,000
9
SOLE DISPOSITIVE POWER
– 0 –
10
SHARED DISPOSITIVE POWER
5,640,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,640,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.2%*
14
TYPE OF REPORTING PERSON
 
IN

* Possesses economic exposure to an aggregate of 6,015,000 shares (representing approximately 9.9% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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Page 14 of 26 – SEC Filing

1
NAME OF REPORTING PERSON
GAVIN T. MOLINELLI
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
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
– 0 –
9
SOLE DISPOSITIVE POWER
– 0 –
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
– 0 –
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

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Page 15 of 26 – SEC Filing

1
NAME OF REPORTING PERSON
PATRICK SULLIVAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
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
– 0 –
9
SOLE DISPOSITIVE POWER
– 0 –
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
– 0 –
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

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Page 16 of 26 – SEC Filing

1
NAME OF REPORTING PERSON
JAMES P. FOGARTY
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
PF
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
16,450
8
SHARED VOTING POWER
– 0 –
9
SOLE DISPOSITIVE POWER
16,450
10
SHARED DISPOSITIVE POWER
– 0 –
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,450
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
 
IN

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Page 17 of 26 – 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 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 C LP 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 4,346,917 Shares beneficially owned by Starboard V&O Fund is approximately $64,864,508, excluding brokerage commissions.  The aggregate purchase price of the 514,482 Shares beneficially owned by Starboard S LLC is approximately $7,712,247, excluding brokerage commissions. The aggregate purchase price of the 285,827 Shares beneficially owned by Starboard C LP is approximately $4,264,708, excluding brokerage commissions. The aggregate purchase price of the 492,774 Shares held in the Starboard Value LP Account is approximately $7,379,301, excluding brokerage commissions.
 
The Shares owned directly by Mr. Fogarty were purchased with personal funds in open market purchases. The aggregate purchase price of the 16,450 Shares directly owned by Mr. Fogarty is approximately $249,711, excluding brokerage commissions.
Item 5.
Interest in Securities of the Issuer.
Items 5(a) – (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 60,994,669 Shares outstanding, as of March 31, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2016.
A.
Starboard V&O Fund
 
(a)
As of the close of business on April 12, 2016, Starboard V&O Fund beneficially owned 4,346,917 Shares.
Percentage: Approximately 7.1%
 
(b)
1. Sole power to vote or direct vote: 4,346,917
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 4,346,917
 
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 the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

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Page 18 of 26 – SEC Filing

B.
Starboard S LLC
 
(a)
As of the close of business on April 12, 2016, Starboard S LLC beneficially owned 514,482 Shares.
Percentage: Less than 1%
 
(b)
1. Sole power to vote or direct vote: 514,482
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 514,482
 
4. Shared power to dispose or direct the disposition: 0
 
(c)
The transactions in the Shares by Starboard S LLC since the filing of 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 April 12, 2016, Starboard C LP beneficially owned 285,827 Shares.
Percentage: Less than 1%
 
(b)
1. Sole power to vote or direct vote:  285,827
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  285,827
 
4. Shared power to dispose or direct the disposition: 0
 
(c)
The transactions in the Shares by Starboard C LP since the filing of 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 285,827 shares owned by Starboard C LP.
Percentage: Less than 1%
 
(b)
1. Sole power to vote or direct vote:  285,827
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  285,827
 
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 the Schedule 13D.  The transactions in the Shares on behalf of Starboard C LP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
E.
Starboard R GP
 
(a)
Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 285,827 shares owned by Starboard C LP.

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Page 19 of 26 – SEC Filing

Percentage: Less than 1%
 
(b)
1. Sole power to vote or direct vote:  285,827
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  285,827
 
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 the Schedule 13D.  The transactions in the Shares on behalf of Starboard C LP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
F.
Starboard Value LP
 
(a)
As of the close of business on April 12, 2016, 492,774 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) 4,346,917 Shares owned by Starboard V&O Fund, (ii) 514,482 Shares owned by Starboard S LLC, (iii) 285,827 Shares owned by Starboard C LP, and (iv) 492,774 Shares held in the Starboard Value LP Account.
Percentage: Approximately 9.2%
 
(b)
1. Sole power to vote or direct vote: 5,640,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,640,000
 
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 since the filing of the Schedule 13D 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) 4,346,917 Shares owned by Starboard V&O Fund, (ii) 514,482 Shares owned by Starboard S LLC, (iii) 285,827 Shares owned by Starboard C LP, and (iv) 492,774 Shares held in the Starboard Value LP Account.
Percentage: Approximately 9.2%
 
(b)
1. Sole power to vote or direct vote: 5,640,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,640,000
 
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 the Schedule 13D.  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 since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

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Page 20 of 26 – SEC Filing

H.
Principal Co
 
(a)
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 4,346,917 Shares owned by Starboard V&O Fund, (ii) 514,482 Shares owned by Starboard S LLC, (iii) 285,827 Shares owned by Starboard C LP, and (iv) 492,774 Shares held in the Starboard Value LP Account.
Percentage: Approximately 9.2%
 
(b)
1. Sole power to vote or direct vote: 5,640,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,640,000
 
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 the Schedule 13D.  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 since the filing of the Schedule 13D 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) 4,346,917 Shares owned by Starboard V&O Fund, (ii) 514,482 Shares owned by Starboard S LLC, (iii) 285,827 Shares owned by Starboard C LP, and (iv) 492,774 Shares held in the Starboard Value LP Account.
Percentage: Approximately 9.2%
 
(b)
1. Sole power to vote or direct vote: 5,640,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 5,640,000
 
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 the Schedule 13D.  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 since the filing of the Schedule 13D 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) 4,346,917 Shares owned by Starboard V&O Fund, (ii) 514,482 Shares owned by Starboard S LLC, (iii) 285,827 Shares owned by Starboard C LP, and (iv) 492,774 Shares held in the Starboard Value LP Account.

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Page 21 of 26 – SEC Filing

Percentage: Approximately 9.2%
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 5,640,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 5,640,000
 
(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 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.
K.
Messrs. Molinelli and Sullivan
 
(a)
As of the close of business on April 12, 2016, neither of Messrs. Molinelli or Sullivan owned any Shares.
Percentage: 0%
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0
 
(c)
Neither of Messrs. Molinelli or Sullivan has entered into any transactions in the Shares since the filing of the Schedule 13D.
L.
Mr. Fogarty
 
(a)
As of the close of business on April 12, 2016, Mr. Fogarty directly owned 16,450 Shares.
Percentage: Less than 1%
 
(b)
1. Sole power to vote or direct vote: 16,450
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 16,450
 
4. Shared power to dispose or direct the disposition: 0
 
(c)
The transaction in the Shares by Mr. Fogarty since the filing of the Schedule 13D is set forth in Schedule A and is 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.

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Page 22 of 26 – SEC Filing

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:
Starboard V&O Fund has entered into certain cash-settled total return swap agreements with Société Générale (“SG”) as the counterparty (the “Swap Agreements”).  The swaps with SG constitute economic exposure to an aggregate of  289,470 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of September 19, 2017.  The Swap Agreements provide Starboard V&O Fund with economic results 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 Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, Starboard V&O Fund has economic exposure to an aggregate of 4,636,387 Shares, representing approximately 7.6% of the outstanding Shares.
Starboard S LLC has entered into certain cash-settled total return swap agreements with SG as the counterparty.  The swaps with SG constitute economic exposure to an aggregate of 34,232 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of September 19, 2017. The Swap Agreements provide Starboard S LLC with economic results 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 Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, Starboard S LLC has economic exposure to an aggregate of 548,714 Shares, representing less than 1% of the outstanding Shares.
Starboard C LP has entered into certain cash-settled total return swap agreements with SG as the counterparty.  The swaps with SG constitute economic exposure to an aggregate of 18,994 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of September 19, 2017. The Swap Agreements provide Starboard C LP with economic results 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 Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, Starboard C LP has economic exposure to an aggregate of 304,821 Shares, representing less than 1% of the outstanding Shares.
Starboard Value LP through the Starboard Value LP Account has entered into certain cash-settled total return swap agreements with SG as the counterparty.  The swaps with SG constitute economic exposure to an aggregate of 32,304 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of September 19, 2017. The Swap Agreements provide Starboard Value LP with economic results 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 Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, Starboard Value LP through the Starboard Value LP Account has economic exposure to an aggregate of 525,078 Shares, representing less than 1% of the outstanding Shares.
The Swap Agreements with SG referenced herein provide for various execution prices. Please refer to Schedule B of the Schedule 13D and Schedule A of any amendments thereto for the specific execution prices of the various swaps.
The Reporting Persons collectively have economic exposure to an aggregate of 6,031,450 Shares, representing approximately 9.9% of the outstanding Shares.

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Page 23 of 26 – 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:  April 12, 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 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, Peter A. Feld, Gavin T. Molinelli, Patrick Sullivan, and James P. Fogarty

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Page 24 of 26 – SEC Filing

SCHEDULE A
Transactions in the Shares Since the Filing of the Schedule 13D
Nature of the Transaction
Amount of Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
Purchase of Common Stock
32,843
14.9907
04/07/2016
Purchase of Common Stock
231,725
15.1026
04/07/2016
Sale of Cash-Settled Total Return Swap
(231,725)
15.0850
04/07/2016
Purchase of Common Stock
5,473
14.9907
04/07/2016
Purchase of Common Stock
38,448
15.1026
04/07/2016
Sale of Cash-Settled Total Return Swap
(38,448)
15.0850
04/07/2016
Sale of Cash-Settled Total Return Swap
(264,828)
16.8500
04/08/2016
Purchase of Common Stock
264,828
16.8392
04/08/2016
Sale of Cash-Settled Total Return Swap
(43,941)
16.8500
04/08/2016
Purchase of Common Stock
43,941
16.8392
04/08/2016
Sale of Cash-Settled Total Return Swap
(198,621)
16.5800
04/11/2016
Purchase of Common Stock
198,621
16.5673
04/11/2016
Sale of Cash-Settled Total Return Swap
(32,956)
16.5800
04/11/2016
Purchase of Common Stock
32,956
16.5673
04/11/2016
Sale of Cash-Settled Total Return Swap
(264,828)
15.7600
04/12/2016
Purchase of Common Stock
264,828
15.7509
04/12/2016
Sale of Cash-Settled Total Return Swap
(43,941)
15.7600
04/12/2016
Purchase of Common Stock
43,941
15.7509
04/12/2016
STARBOARD VALUE AND OPPORTUNITY S LLC
Purchase of Common Stock
3,958
14.9907
04/07/2016
Purchase of Common Stock
27,400
15.1026
04/07/2016
Sale of Cash-Settled Total Return Swap
(27,400)
15.0850
04/07/2016
Purchase of Common Stock
663
14.9907
04/07/2016
Purchase of Common Stock
4,549
15.1026
04/07/2016
Sale of Cash-Settled Total Return Swap
(4,549)
15.0850
04/07/2016
Sale of Cash-Settled Total Return Swap
(31,314)
16.8500
04/08/2016
Purchase of Common Stock
31,314
16.8392
04/08/2016
Sale of Cash-Settled Total Return Swap
(5,199)
16.8500
04/08/2016

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Page 25 of 26 – SEC Filing

Purchase of Common Stock
5,199
16.8392
04/08/2016
Sale of Cash-Settled Total Return Swap
(23,485)
16.5800
04/11/2016
Purchase of Common Stock
23,485
16.5673
04/11/2016
Sale of Cash-Settled Total Return Swap
(3,899)
16.5800
04/11/2016
Purchase of Common Stock
3,899
16.5673
04/11/2016
Sale of Cash-Settled Total Return Swap
(31,314)
15.7600
04/12/2016
Purchase of Common Stock
31,314
15.7509
04/12/2016
Sale of Cash-Settled Total Return Swap
(5,199)
15.7600
04/12/2016
Purchase of Common Stock
5,199
15.7509
04/12/2016
STARBOARD VALUE AND OPPORTUNITY C LP
Purchase of Common Stock
2,175
14.9907
04/07/2016
Purchase of Common Stock
15,225
15.1026
04/07/2016
Sale of Cash-Settled Total Return Swap
(15,225)
15.0850
04/07/2016
Purchase of Common Stock
364
14.9907
04/07/2016
Purchase of Common Stock
2,503
15.1026
04/07/2016
Sale of Cash-Settled Total Return Swap
(2,503)
15.0850
04/07/2016
Sale of Cash-Settled Total Return Swap
(17,400)
16.8500
04/08/2016
Purchase of Common Stock
17,400
16.8392
04/08/2016
Sale of Cash-Settled Total Return Swap
(2,860)
16.8500
04/08/2016
Purchase of Common Stock
2,860
16.8392
04/08/2016
Sale of Cash-Settled Total Return Swap
(2,145)
16.5800
04/11/2016
Purchase of Common Stock
2,145
16.5673
04/11/2016
Sale of Cash-Settled Total Return Swap
(13,051)
16.5800
04/11/2016
Purchase of Common Stock
13,051
16.5673
04/11/2016
Sale of Cash-Settled Total Return Swap
(17,400)
15.7600
04/12/2016
Purchase of Common Stock
17,400
15.7509
04/12/2016
Sale of Cash-Settled Total Return Swap
(2,860)
15.7600
04/12/2016
Purchase of Common Stock
2,860
15.7509
04/12/2016
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
Purchase of Common Stock
4,524
14.9907
04/07/2016
Purchase of Common Stock
30,150
15.1026
04/07/2016
Sale of Cash-Settled Total Return Swap
(30,150)
15.0850
04/07/2016
Sale of Cash-Settled Total Return Swap
(34,458)
16.8500
04/08/2016
Purchase of Common Stock
34,458
16.8392
04/08/2016
Sale of Cash-Settled Total Return Swap
(25,843)
16.5800
04/11/2016
Purchase of Common Stock
25,843
16.5673
04/11/2016
Sale of Cash-Settled Total Return Swap
(34,458)
15.7600
04/12/2016
Purchase of Common Stock
34,458
15.7509
04/12/2016

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Page 26 of 26 – SEC Filing

JAMES P. FOGARTY
Purchase of Common Stock
16,450
15.1800
04/07/2016

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