Page 17 of 27 – SEC Filing 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 B, which is incorporated by reference herein. The aggregate purchase price of the 1,726,345 Shares beneficially
owned by Starboard V&O Fund is approximately $74,604,671, excluding brokerage commissions. The aggregate purchase price
of the 216,790 Shares beneficially owned by Starboard S LLC is approximately $9,373,585, excluding brokerage commissions.
The aggregate purchase price of the 119,970 Shares beneficially owned by Starboard C LP is approximately $5,187,099, excluding
brokerage commissions. The aggregate purchase price of the 251,895 Shares held in the Starboard Value LP Account is approximately
$11,231,546, excluding brokerage commissions.
Item
4. PURPOSE
OF TRANSACTION.
The Reporting
Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and
represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available
to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the
Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase
or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable.
No Reporting
Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) –
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with
stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential
business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to
the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential
business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments,
or changing their intention with respect to any and all matters referred to in Item 4.
Item
5. INTEREST
IN SECURITIES OF THE ISSUER.
The aggregate
percentage of Shares reported owned by each person named herein is based upon 23,371,297 Shares outstanding, as of July 27, 2016,
which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on July 29, 2016.
A. Starboard V&O Fund
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 B, which is incorporated by reference herein. The aggregate purchase price of the 1,726,345 Shares beneficially
owned by Starboard V&O Fund is approximately $74,604,671, excluding brokerage commissions. The aggregate purchase price
of the 216,790 Shares beneficially owned by Starboard S LLC is approximately $9,373,585, excluding brokerage commissions.
The aggregate purchase price of the 119,970 Shares beneficially owned by Starboard C LP is approximately $5,187,099, excluding
brokerage commissions. The aggregate purchase price of the 251,895 Shares held in the Starboard Value LP Account is approximately
$11,231,546, excluding brokerage commissions.
| Item 4. | PURPOSE OF TRANSACTION. |
The Reporting
Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and
represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available
to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the
Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase
or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable.
No Reporting
Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) –
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with
stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential
business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to
the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential
business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments,
or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER. |
The aggregate
percentage of Shares reported owned by each person named herein is based upon 23,371,297 Shares outstanding, as of July 27, 2016,
which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on July 29, 2016.
| A. | Starboard V&O Fund |
