Page 14 of 20 – SEC Filing The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 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. The aggregate purchase price of the 1,078,052 Shares beneficially owned by Starboard V&O Fund is approximately $35,136,205, excluding brokerage commissions. The aggregate purchase price of the 241,343 Shares beneficially owned by Starboard S LLC is approximately $8,466,408, excluding brokerage commissions. The aggregate purchase price of the 130,934 Shares beneficially owned by Starboard C LP is approximately $4,265,875, excluding brokerage commissions. The aggregate purchase price of the 359,652 Shares held in the Starboard Value LP Account is approximately $12,616,153, excluding brokerage commissions. The 1,945 Shares beneficially owned by Mr. Feld, which include Shares of restricted stock that vest within 60 days hereof, 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)-(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 21,384,413 Shares outstanding, as of May 9, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 27, 2016. A. Starboard V&O Fund
(a) As of the close of business on May 31, 2016, Starboard V&O Fund beneficially owned 1,078,052 Shares.
Percentage: Approximately 5.0% (b) 1. Sole power to vote or direct vote: 1,078,052
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,078,052
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. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference
The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 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. The aggregate purchase price of the 1,078,052 Shares beneficially owned by Starboard V&O Fund is approximately $35,136,205, excluding brokerage commissions. The aggregate purchase price of the 241,343 Shares beneficially owned by Starboard S LLC is approximately $8,466,408, excluding brokerage commissions. The aggregate purchase price of the 130,934 Shares beneficially owned by Starboard C LP is approximately $4,265,875, excluding brokerage commissions. The aggregate purchase price of the 359,652 Shares held in the Starboard Value LP Account is approximately $12,616,153, excluding brokerage commissions.
The 1,945 Shares beneficially owned by Mr. Feld, which include Shares of restricted stock that vest within 60 days hereof, 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)-(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 21,384,413 Shares outstanding, as of May 9, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 27, 2016.
| A. | Starboard V&O Fund |
| | (a) | As of the close of business on May 31, 2016, Starboard V&O Fund beneficially owned 1,078,052 Shares. |
Percentage: Approximately 5.0%
| | (b) | 1. Sole power to vote or direct vote: 1,078,052 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,078,052 |
| | 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. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference |
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