Filing Details

Accession Number:
0000902664-16-006172
Form Type:
13D Filing
Publication Date:
2016-03-04 09:00:41
Filed By:
Sandell Asset Management
Company:
Bob Evans Farms Inc (NASDAQ:BOBE)
Filing Date:
2016-03-04
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Castlerigg Master Investments Ltd 0 1,377,561 0 1,377,561 1,377,561 (see Item 5) 7.0%
Castlerigg International Limited 0 1,377,561 0 1,377,561 1,377,561 (see Item 5) 7.0%
Castlerigg International Holdings Limited 0 1,377,561 0 1,377,561 1,377,561 (see Item 5) 7.0%
Castlerigg Offshore Holdings, Ltd 0 1,377,561 0 1,377,561 1,377,561 (see Item 5) 7.0%
Castlerigg Active Investment Fund, Ltd. (f k a Castlerigg Global Equity Special Event Fund, Ltd.) 0 0 0 0 0 (see Item 5) 0%
Castlerigg Active Investment Intermediate Fund 0 0 0 0 0 (see Item 5) 0%
Castlerigg Active Investment Master Fund, Ltd. (f k a Castlerigg Global Equity Special Event Master Fund Ltd.) 0 0 0 0 0 (see Item 5) 0%
Merrill Lynch Investment Solutions SICAV (on behalf of Merrill Lynch Investment Solutions Castlerigg Equity Event and Arbitrage UCITS Fund) 0 0 0 0 0 (see Item 5) 0%
Sandell Investment Services 0 0 0 0 0 (see Item 5) 0%
Sandell Asset Management Corp 0 1,377,561 0 1,377,561 1,377,561 (see Item 5) 7.0%
Thomas E. Sandell 0 1,377,561 0 1,377,561 1,377,561 (see Item 5) 7.0%
Filing

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
 

Bob Evans Farms, Inc.

(Name of Issuer)
 

Common Stock, $0.01 par value

(Title of Class of Securities)
 

096761101

(CUSIP Number)
 
 

Marc Weingarten, Esq.

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

March 4, 2016

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 21 Pages)

______________________________

* 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).

 

 

 

1

NAME OF REPORTING PERSONS

Castlerigg Master Investments Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,377,561 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,377,561 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,377,561 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.0%

14

TYPE OF REPORTING PERSON

CO

         

 

 

1

NAME OF REPORTING PERSONS

Castlerigg International Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,377,561 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,377,561 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,377,561 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.0%

14

TYPE OF REPORTING PERSON

CO

         

 

 

1

NAME OF REPORTING PERSONS

Castlerigg International Holdings Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,377,561 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,377,561 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,377,561 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.0%

14

TYPE OF REPORTING PERSON

CO

         

 

 

1

NAME OF REPORTING PERSONS

Castlerigg Offshore Holdings, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

0

8

SHARED VOTING POWER

1,377,561 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,377,561 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,377,561 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.0%

14

TYPE OF REPORTING PERSON

CO

         

 

 

1

NAME OF REPORTING PERSONS

Castlerigg Active Investment Fund, Ltd. (f/k/a Castlerigg Global Equity Special Event Fund, Ltd.)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0%

14

TYPE OF REPORTING PERSON

CO

         

 

 

1

NAME OF REPORTING PERSONS

Castlerigg Active Investment Intermediate Fund, L.P. (f/k/a Castlerigg Global Equity Special Event Intermediate Fund, L.P.)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

 

 

1

NAME OF REPORTING PERSONS

Castlerigg Active Investment Master Fund, Ltd. (f/k/a Castlerigg Global Equity Special Event Master Fund Ltd.)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0%

14

TYPE OF REPORTING PERSON

CO

         

 

 

1

NAME OF REPORTING PERSONS

Merrill Lynch Investment Solutions SICAV (on behalf of Merrill Lynch Investment Solutions – Castlerigg Equity Event and Arbitrage UCITS Fund)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Luxembourg

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0%

14

TYPE OF REPORTING PERSON

CO

         

 

 

1

NAME OF REPORTING PERSONS

Sandell Investment Services, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

0

8

SHARED VOTING POWER

0 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

 

 

1

NAME OF REPORTING PERSONS

Sandell Asset Management Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

0

8

SHARED VOTING POWER

1,377,561 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,377,561 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,377,561 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.0%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

1

NAME OF REPORTING PERSONS

Thomas E. Sandell

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Sweden

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,377,561 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,377,561 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,377,561 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.0%

14

TYPE OF REPORTING PERSON

IN

         

 

This Amendment No. 14 (“Amendment No. 14”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 24, 2013 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on November 12, 2013 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on December 6, 2013 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on December 10, 2013 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on January 14, 2014 (“Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D, filed with the SEC on January 31, 2014 (“Amendment No. 5”), Amendment No. 6 to the Original Schedule 13D, filed with the SEC on March 7, 2014 (“Amendment No. 6”), Amendment No. 7 to the Original Schedule 13D, filed with the SEC on March 18, 2014 (“Amendment No. 7”), Amendment No. 8 to the Original Schedule 13D, filed with the SEC on April 24, 2014 (“Amendment No. 8”), Amendment No. 9 to the Original Schedule 13D, filed with the SEC on July 3, 2014 (“Amendment No. 9”), Amendment No. 10 to the Original Schedule 13D, filed with the SEC on September 24, 2014 (“Amendment No. 10” ), Amendment No. 11 to the Original Schedule 13D, filed with the SEC on July 1, 2015, Amendment No. 12 to the Original Schedule 13D, filed with the SEC on December 4, 2015, and Amendment No. 13 to the Original Schedule 13D, filed with the SEC on December 23, 2015 (“Amendment No. 13 and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 13, and this Amendment No. 14, the “Schedule 13D”), with respect to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Bob Evans Farms, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 13 have the meanings set forth in the Schedule 13D. This Amendment No. 14 amends Items 3, 4, and 5 as set forth below. This Amendment No. 14 is being filed as a result of the expiration of call options on the Common Stock previously held by the Reporting Persons.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
The Reporting Persons used a total of approximately $63,863,525 (including brokerage commissions) in the aggregate to acquire the shares of Common Stock reported in this Schedule 13D.
 
Funds for the purchase of the Common Stock reported herein as beneficially held by the Reporting Persons were derived from available working capital of Castlerigg Master Investment.  Such Common Stock is or may be held from time to time by the Reporting Persons in margin accounts established by certain of the Reporting Persons with their respective brokers or banks and a portion of the purchase price for the Common Stock may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security for the repayment of debit balances in the margin accounts.

 

 

 

 

Item 4. PURPOSE OF TRANSACTION
   
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
The Reporting Persons are disappointed that the Issuer did not announce any specific plan on its March 2, 2016 investor conference call to retain an investment banking firm to advise on the various options available in order to achieve a separation of the Bob Evans Restaurants and BEF Foods businesses or to otherwise increase shareholder value.  The Reporting Persons continue to believe there are compelling business reasons to separate the Issuer’s Bob Evans Restaurants business segment and its highly-profitable BEF Foods business segment and that it is currently an ideal time to do so.  The Reporting Persons believe that the Issuer must immediately retain and announce the retention of an investment banking firm to advise on the various options available in order to achieve a separation of the Bob Evans Restaurants and BEF Foods businesses.  The Reporting Persons intend to actively discuss these matters as well as matters relating to shareholder board representation with the Issuer’s management, Board of Directors, shareholders, and other third parties.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
 
Paragraphs (a), (b), (c), and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
   
  (a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 1,377,561 shares of Common Stock, constituting approximately 7.0% of the Issuer’s currently outstanding Common Stock.  The percentage of shares of Common Stock reported herein are based upon the 19,800,838 shares of Common Stock outstanding as of February 26, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on March 2, 2016.

 

  (i) Castlerigg Master Investment:
    (a) As of the date hereof, Castlerigg Master Investment may be deemed the beneficial owner of 1,377,561 shares of Common Stock.
      Percentage: Approximately 7.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,377,561 shares of Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,377,561 shares of Common Stock

 

  (ii) Castlerigg International:
    (a) As of the date hereof, Castlerigg International may be deemed the beneficial owner of 1,377,561 shares of Common Stock.
      Percentage: Approximately 7.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,377,561 shares of Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,377,561 shares of Common Stock

 

 

 

 

  (iii) Castlerigg Holdings:
    (a) As of the date hereof, Castlerigg Holdings may be deemed the beneficial owner of 1,377,561 shares of Common Stock.
      Percentage: Approximately 7.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,377,561 shares of Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,377,561 shares of Common Stock

 

  (iv) Castlerigg Offshore Holdings:
    (a) As of the date hereof, Castlerigg Offshore Holdings may be deemed the beneficial owner of 1,377,561 shares of Common Stock.
      Percentage: Approximately 7.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,377,561 shares of Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,377,561 shares of Common Stock

 

  (v) CAI Fund:
    (a) As of the date hereof, CAI Fund may be deemed the beneficial owner of 0 shares of Common Stock.
      Percentage: Approximately 0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 0 shares of Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 0 shares of Common Stock

 

  (vi) CAI Intermediate:
    (a) As of the date hereof, CAI Intermediate may be deemed the beneficial owner of 0 shares of Common Stock.
      Percentage: Approximately 0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 0 shares of Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 0 shares of Common Stock

 

  (vii) CAI Master:
    (a) As of the date hereof, CAI Master may be deemed the beneficial owner of 0 shares of Common Stock.
      Percentage: Approximately 0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 0 shares of Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 0 shares of Common Stock

 

 

 

 

  (viii) MLIS:
    (a) As of the date hereof, MLIS may be deemed the beneficial owner of 0 shares of Common Stock.
      Percentage: Approximately 0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 0 shares of Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 0 shares of Common Stock

 

  (ix) SIS:
    (a) As of the date hereof, SIS may be deemed the beneficial owner of 0 shares of Common Stock.
      Percentage: Approximately 0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 0 shares of Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 0 shares of Common Stock

 

  (x) SAMC:
    (a) As of the date hereof, SAMC may be deemed the beneficial owner of 1,377,561 shares of Common Stock.
      Percentage: Approximately 7.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,377,561 shares of Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,377,561 shares of Common Stock

 

  (xi) Mr. Sandell:
    (a) As of the date hereof, Mr. Sandell may be deemed the beneficial owner of 1,377,561 shares of Common Stock.
      Percentage: Approximately 7.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,377,561 shares of Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,377,561 shares of Common Stock

 

  The Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 1,377,561 shares of Common Stock, constituting approximately 6.6% of the shares of Common Stock outstanding.  

 

  (b) By virtue of investment management agreements with Castlerigg Master Investment and CAI Master, SAMC has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 1,377,561 shares of Common Stock beneficially owned by Castlerigg Master Investment and CAI Master.  By virtue of his direct and indirect control of SAMC, Mr. Sandell is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which SAMC has voting power or dispositive power.  
   
  (c) Information concerning all transactions in the securities of the Issuer effected by the Reporting Persons during the past 60 days is set forth in Schedule B.  Unless otherwise indicated, all of such transactions were effected in the open market.
   
  (e) As of December 31, 2015, the CAI Fund, CAI Intermediate, and CAI Master ceased to be beneficial owners of the Common Stock. As of January 27, 2016, MLIS and SIS ceased to be beneficial owners of the Common Stock.  This Amendment No. 14 constitutes an exit filing for the foregoing Reporting Persons.

 

 

 

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: March 4, 2016

 

  CASTLERIGG MASTER INVESTMENTS LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG INTERNATIONAL LIMITED  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG INTERNATIONAL HOLDINGS LIMITED  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       

 

 

 

 

  CASTLERIGG OFFSHORE HOLDINGS, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG ACTIVE INVESTMENT FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG ACTIVE INVESTMENT INTERMEDIATE FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG ACTIVE INVESTMENT MASTER FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 

 

 

  MERRILL LYNCH INVESTMENT SOLUTIONS SICAV, an umbrella fund with segregated liability between sub-funds, acting for and on behalf of Merrill Lynch Investment Solutions – Castlerigg Equity Event and Arbitrage UCITS Fund  
       
  By: Sandell Investment Services, L.L.C., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  SANDELL ASSET MANAGEMENT CORP.  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  SANDELL INVESTMENT SERVICES, L.L.C.  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Managing Member  
       
       
  /s/ Thomas E. Sandell  
  Thomas E. Sandell  
     

 

 

SCHEDULE B

 

 

TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON STOCK

BY THE REPORTING PERSONS

 

 

This Schedule sets forth information with respect to each transaction in shares of Common Stock that were effectuated by the Reporting Persons during the past 60 days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker and all prices include brokerage commissions.

 

Castlerigg Master Investment

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
01/14/2016 (27,844) 37.69

 

 

Castlerigg Merger Arbitrage UCITS Fund

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
01/13/2016 (24,575) 38.08
01/14/2016 (600) 37.69
01/27/2016 (29,939) 39.99