Page 18 of 26 SEC Filing CUSIP NO. 35086T109 The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 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 owned by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Delta LLC and Mr. Feld and held in the Starboard Value LP Account were received in connection with the Spin-Off (as defined herein) and the Dividend (as defined herein). In connection with the spin-off of the Issuer from Darden Restaurants, Inc. (“Darden”) on November 9, 2015 (the “Spin-Off”), pursuant to that certain Separation and Distribution Agreement between the Issuer and Darden, dated October 21, 2015, stockholders of Darden received one Share of the Issuer for every three shares of Darden common stock held as of November 2, 2015, the record date for the Spin-Off. In addition, in connection with the Issuer’s cash and stock dividend of $347.0 million ($8.12 per share), which was paid by the Issuer to stockholders on March 2, 2016 (the “Dividend”), and represented the Issuer’s estimated share of taxable earnings and profits generated before the Spin-Off, stockholders of the Issuer received 20% in cash and 80% in Shares at a value of $16.24 per Share pursuant to the Dividend.
Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 59,827,561 Shares outstanding, as of March 2, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2016.
A. Starboard V&O Fund (a) As of the close of business on March 15, 2016, Starboard V&O Fund beneficially owned 887,734 Shares. Percentage: Approximately 1.5%
(b) 1. Sole power to vote or direct vote: 887,734
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 887,734
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard V&O Fund during the past sixty days 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 15, 2016, Starboard S LLC beneficially owned 214,832 Shares. Percentage: Less than 1%
(b) 1. Sole power to vote or direct vote: 214,832
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 214,832
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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CUSIP NO. 35086T109
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 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 owned by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Delta LLC and Mr. Feld and held in the Starboard Value LP Account were received in connection with the Spin-Off (as defined herein) and the Dividend (as defined herein). In connection with the spin-off of the Issuer from Darden Restaurants, Inc. (“Darden”) on November 9, 2015 (the “Spin-Off”), pursuant to that certain Separation and Distribution Agreement between the Issuer and Darden, dated October 21, 2015, stockholders of Darden received one Share of the Issuer for every three shares of Darden common stock held as of November 2, 2015, the record date for the Spin-Off. In addition, in connection with the Issuer’s cash and stock dividend of $347.0 million ($8.12 per share), which was paid by the Issuer to stockholders on March 2, 2016 (the “Dividend”), and represented the Issuer’s estimated share of taxable earnings and profits generated before the Spin-Off, stockholders of the Issuer received 20% in cash and 80% in Shares at a value of $16.24 per Share pursuant to the Dividend.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 59,827,561 Shares outstanding, as of March 2, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2016.
A. Starboard V&O Fund
| | (a) | As of the close of business on March 15, 2016, Starboard V&O Fund beneficially owned 887,734 Shares. Percentage: Approximately 1.5% |
| | (b) | 1. Sole power to vote or direct vote: 887,734 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 887,734 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard V&O Fund during the past sixty days 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 15, 2016, Starboard S LLC beneficially owned 214,832 Shares. Percentage: Less than 1% |
| | (b) | 1. Sole power to vote or direct vote: 214,832 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 214,832 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
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