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.
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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