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.
| 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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