Jeffrey Smith‘s Starboard Value has discarded another 900,000 shares of its Brink’s Company (NYSE:BCO) stake according to a new 13D filing, lowering its ownership position in the stock to just under 3.03 million shares, a 6.1% stake in the company. The latest move comes nearly two weeks after Starboard Value reported the sale of 650,000 shares of the stock, which lowered its ownership stake to 7.9% at the time. That previous 13D filing reported that Starboard Value intends to remain a large shareholder (5% stake) in the company, and that Starboard’s Peter Feld will remain a member of Brink’s Board. Starboard also noted that the sale was executed for the purposes of portfolio rebalancing, given the immense gains that the stock has made in recent quarters. Shares of Brink’s have appreciated by 27% in the past three months, by 47% in the past six months, and by 79% over the past year.
Mr. Smith’s activist hedge fund first took a stake in Brink’s Company (NYSE:BCO) in the first quarter of 2015 and struck a deal with the company in early-2016 which saw Mr. Feld and two other nominees elected to its Board. In a letter to the company in October 2015, Starboard Value noted that there was room for significant improvement of the company’s margins through better execution and pressured the company to improve its route logistics operations. Brink’s announced very strong fourth quarter results in early-February of this year, as its renewed efforts bore fruit. The company also unveiled a three-year strategic plan at its recent investor’s meeting, which includes targeting annual revenue growth of 5% over the next three years, in addition to EPS growth of 71% and operating margin growth of 69%. We recently ranked five companies that are poised to benefit in 2017 from Mr. Smith’s successful activism.
Billionaire Mario Gabelli is another major Brink’s shareholder which recently took some profit off the table from the stock’s recent run, unloading 23% of its stake in the fourth quarter. That left GAMCO Investors with 1.58 million shares valued at $65.26 million at the end of 2016. Overall, 23 hedge funds in our database owned 19% of Brink’s float on December 31.
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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 | 3,028,930 | 3,028,930 | 3,028,930 | 3,028,930 | 3,028,930 | 6.1% |
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | 1,766,849 | 3,028,930 | 1,766,849 | 3,028,930 | 1,766,849 | 3.5% |
| STARBOARD VALUE AND OPPORTUNITY S | 459,472 | 3,028,930 | 459,472 | 3,028,930 | 459,472 | Less than 1% |
| STARBOARD VALUE AND OPPORTUNITY C | 252,108 | 252,108 | 252,108 | Less than 1% | ||
| STARBOARD VALUE R | 252,108 | 252,108 | 252,108 | Less than 1% | ||
| STARBOARD VALUE R GP | 252,108 | 252,108 | 252,108 | Less than 1% | ||
| STARBOARD VALUE GP | 3,028,930 | 3,028,930 | 3,028,930 | 6.1% | ||
| STARBOARD PRINCIPAL CO | 3,028,930 | 3,028,930 | 3,028,930 | 6.1% | ||
| STARBOARD PRINCIPAL CO GP | 3,028,930 | 3,028,930 | 3,028,930 | 6.1% | ||
| JEFFREY C. SMITH | 3,028,930 | 6.1% | ||||
| MARK R. MITCHELL | 3,028,930 | 6.1% | ||||
| PETER A. FELD | 3,028,930 | 6.1% |
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Page 1 of 20 – 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. 7)1
The Brink’s Company
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
109696104
(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
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 6, 2017
(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 20 – 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 3,028,930 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 3,028,930 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,028,930 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 3 of 20 – 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 1,766,849 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 1,766,849 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,766,849 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
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Page 4 of 20 – 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 459,472 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 459,472 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 459,472 | ||
| 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 20 – 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 252,108 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 252,108 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 252,108 | ||
| 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 20 – 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 252,108 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 252,108 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 252,108 | ||
| 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 20 – 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 252,108 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 252,108 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 252,108 | ||
| 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 20 – 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 3,028,930 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 3,028,930 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,028,930 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 9 of 20 – 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 3,028,930 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 3,028,930 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,028,930 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 10 of 20 – 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 3,028,930 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 3,028,930 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,028,930 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 11 of 20 – 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 3,028,930 | ||
| 9 | SOLE DISPOSITIVE POWER – 0 – | ||
| 10 | SHARED DISPOSITIVE POWER 3,028,930 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,028,930 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
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Page 12 of 20 – 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 3,028,930 | ||
| 9 | SOLE DISPOSITIVE POWER – 0 – | ||
| 10 | SHARED DISPOSITIVE POWER 3,028,930 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,028,930 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
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Page 13 of 20 – 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 3,028,930 | ||
| 9 | SOLE DISPOSITIVE POWER – 0 – | ||
| 10 | SHARED DISPOSITIVE POWER 3,028,930 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,028,930 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
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Page 14 of 20 – SEC Filing
The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 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 CLP 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 1,766,849 Shares beneficially owned by Starboard V&O Fund is approximately $47,116,902, excluding brokerage commissions. The aggregate purchase price of the 459,472 Shares beneficially owned by Starboard S LLC is approximately $13,140,573, excluding brokerage commissions. The aggregate purchase price of the 252,108 Shares beneficially owned by Starboard C LP is approximately $6,803,789, excluding brokerage commissions. The aggregate purchase price of the 550,501 Shares held in the Starboard Value LP Account is approximately $15,746,326, 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 50,040,196 Shares outstanding, as of February 20, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2017.
| A. | Starboard V&O Fund |
| | (a) | As of the close of business on March 7, 2017, Starboard V&O Fund beneficially owned 1,766,849 Shares. |
Percentage: Approximately 3.5%
| | (b) | 1. Sole power to vote or direct vote: 1,766,849 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,766,849 |
| | 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. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| B. | Starboard S LLC |
| | (a) | As of the close of business on March 7, 2017, Starboard S LLC beneficially owned 459,472 Shares. |
Percentage: Less than 1%
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Page 15 of 20 – SEC Filing
| | (b) | 1. Sole power to vote or direct vote: 459,472 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 459,472 |
| | 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. 6 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 7, 2017, Starboard C LP beneficially owned 252,108 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 252,108 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 252,108 |
| | 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. 6 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 252,108 shares owned by Starboard C LP. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 252,108 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 252,108 |
| | 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. 6 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 6 to 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 252,108 shares owned by Starboard C LP. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 252,108 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 252,108 |
| | 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. 6 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
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Page 16 of 20 – SEC Filing
| F. | Starboard Value LP |
| | (a) | As of the close of business on March 7, 2017, 550,501 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) 1,766,849 Shares owned by Starboard V&O Fund, (ii) 459,472 Shares owned by Starboard S LLC, (iii) 252,108 Shares owned by Starboard C LP, and (iv) 550,501 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 6.1%
| | (b) | 1. Sole power to vote or direct vote: 3,028,930 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 3,028,930 |
| | 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 Amendment No. 6 to 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) 1,766,849 Shares owned by Starboard V&O Fund, (ii) 459,472 Shares owned by Starboard S LLC, (iii) 252,108 Shares owned by Starboard C LP, and (iv) 550,501 Shares held in the Starboard Value LP Account. |
| | Percentage: Approximately 6.1% |
| | (b) | 1. Sole power to vote or direct vote: 3,028,930 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 3,028,930 |
| | 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. 6 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 through the Starboard Value LP Account since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| H. | Principal Co |
| | (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,766,849 Shares owned by Starboard V&O Fund, (ii) 459,472 Shares owned by Starboard S LLC, (iii) 252,108 Shares owned by Starboard C LP, and (iv) 550,501 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 6.1%
| | (b) | 1. Sole power to vote or direct vote: 3,028,930 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 3,028,930 |
| | 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. 6 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 through the Starboard Value LP Account since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
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Page 17 of 20 – SEC Filing
| I. | Principal GP |
| | (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,766,849 Shares owned by Starboard V&O Fund, (ii) 459,472 Shares owned by Starboard S LLC, (iii) 252,108 Shares owned by Starboard C LP, and (iv) 550,501 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 6.1%
| | (b) | 1. Sole power to vote or direct vote: 3,028,930 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 3,028,930 |
| | 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. 6 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 through the Starboard Value LP Account since the filing of Amendment No. 6 to 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) 1,766,849 Shares owned by Starboard V&O Fund, (ii) 459,472 Shares owned by Starboard S LLC, (iii) 252,108 Shares owned by Starboard C LP, and (iv) 550,501 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 6.1%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 3,028,930 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 3,028,930 |
| | (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 6 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 through the Starboard Value LP Account since the filing of Amendment No. 6 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 or its pecuniary interest therein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
As previously disclosed in Amendment No. 6 to the Schedule 13D, Starboard V&O Fund has entered into a cash-settled total return swap agreement with Société Générale as the counterparty (the “Swap”) that constitutes economic exposure to an aggregate of 1,456,045 notional Shares, or approximately 3% of the outstanding Shares. The Swap provides Starboard V&O Fund with economic results that 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.
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Page 18 of 20 – 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 7, 2017
| 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 and Peter A. Feld |
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Page 19 of 20 – SEC Filing
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 6 to 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
| Sale of Common Stock | (17,965) | 52.7416 | 03/03/2017 |
| Sale of Common Stock | (176,625) | 52.7617 | 03/03/2017 |
| Sale of Common Stock | (115,013) | 53.1248 | 03/03/2017 |
| Sale of Common Stock | (17,965) | 51.9637 | 03/06/2017 |
| Sale of Common Stock | (118,537) | 51.9969 | 03/06/2017 |
| Sale of Common Stock | (78,400) | 52.0990 | 03/06/2017 |
| Sale of Common Stock | (14,444) | 52.1418 | 03/06/2017 |
| Sale of Common Stock | (22,527) | 52.2202 | 03/07/2017 |
| Sale of Common Stock | (43,630) | 52.2387 | 03/07/2017 |
| Sale of Common Stock | (41,632) | 52.2777 | 03/07/2017 |
STARBOARD VALUE AND OPPORTUNITY S LLC
| Sale of Common Stock | (2,561) | 52.7416 | 03/03/2017 |
| Sale of Common Stock | (25,181) | 52.7617 | 03/03/2017 |
| Sale of Common Stock | (16,397) | 53.1248 | 03/03/2017 |
| Sale of Common Stock | (2,561) | 51.9637 | 03/06/2017 |
| Sale of Common Stock | (16,900) | 51.9969 | 03/06/2017 |
| Sale of Common Stock | (11,177) | 52.0990 | 03/06/2017 |
| Sale of Common Stock | (2,059) | 52.1418 | 03/06/2017 |
| Sale of Common Stock | (3,212) | 52.2202 | 03/07/2017 |
| Sale of Common Stock | (6,220) | 52.2387 | 03/07/2017 |
| Sale of Common Stock | (5,935) | 52.2777 | 03/07/2017 |
STARBOARD VALUE AND OPPORTUNITY C LP
| Sale of Common Stock | (1,405) | 52.7416 | 03/03/2017 |
| Sale of Common Stock | (13,816) | 52.7617 | 03/03/2017 |
| Sale of Common Stock | (8,997) | 53.1248 | 03/03/2017 |
| Sale of Common Stock | (1,405) | 51.9637 | 03/06/2017 |
| Sale of Common Stock | (9,272) | 51.9969 | 03/06/2017 |
| Sale of Common Stock | (6,133) | 52.0990 | 03/06/2017 |
| Sale of Common Stock | (1,130) | 52.1418 | 03/06/2017 |
| Sale of Common Stock | (1,762) | 52.2202 | 03/07/2017 |
| Sale of Common Stock | (3,413) | 52.2387 | 03/07/2017 |
| Sale of Common Stock | (3,257) | 52.2777 | 03/07/2017 |
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Page 20 of 20 – SEC Filing
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
| Sale of Common Stock | (3,069) | 52.7416 | 03/03/2017 |
| Sale of Common Stock | (30,169) | 52.7617 | 03/03/2017 |
| Sale of Common Stock | (19,645) | 53.1248 | 03/03/2017 |
| Sale of Common Stock | (3,069) | 51.9637 | 03/06/2017 |
| Sale of Common Stock | (20,247) | 51.9969 | 03/06/2017 |
| Sale of Common Stock | (13,391) | 52.0990 | 03/06/2017 |
| Sale of Common Stock | (2,467) | 52.1418 | 03/06/2017 |
| Sale of Common Stock | (3,848) | 52.2202 | 03/07/2017 |
| Sale of Common Stock | (7,453) | 52.2387 | 03/07/2017 |
| Sale of Common Stock | (7,111) | 52.2777 | 03/07/2017 |
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