Page 4 of 8 – SEC Filing
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| The Common Stock reported herein by the Reporting Person were acquired at an aggregate purchase price of $77,810,151 (excluding brokerage commissions). Such Common Stock was acquired with investment funds of the Fir Tree Funds. |
| Item 4. | PURPOSE OF TRANSACTION |
| The Reporting Persons acquired the shares of Common Stock to which this Schedule 13D relates for investment purposes in the ordinary course of business, and not with the purpose nor with the effect of changing or influencing the control or management of the Issuer. The Reporting Persons acquired the shares of Common Stock pursuant to investment strategies, including merger arbitrage and event driven strategies, because they believed that the shares of Common Stock reported herein, when purchased, represented an attractive investment opportunity. Accordingly, the Reporting Persons may not be eligible to report this position on a Schedule 13G. See Colish, Faith (No-Act., Available March 24, 1980). On May 4, 2016, the Issuer filed a Current Report on Form 8-K disclosing it had entered into an Agreement and Plan of Merger dated as of March 27, 2015 with Rovi Corporation, a Delaware corporation and certain of their affiliates. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon 99,703,587 shares of Common Stock reported to be outstanding as of May 26, 2016 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2016, filed with the Securities Exchange Commission on May 31, 2016. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | The transactions in the shares of Common Stock within the past sixty days by the Reporting Person, which were all in the open market, are set forth in Schedule B, and are incorporated herein by reference. |
| (d) | No person other than the Reporting Person and the Fir Tree Funds is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held by the Fir Tree Funds. |
| (e) | Not applicable. |
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