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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 2270 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
D. E. Shaw Synoptic Portfolios 5, L.L.C. 1166 AVENUE OF THE AMERICAS NINTH FLOOR NEW YORK, NY 10036 |
 |  X |  | See footnotes 2 and 3. |
D. E. SHAW & CO, L.P. 1166 AVENUE OF THE AMERICAS, NINTH FLOOR NEW YORK, NY 10036 |
 |  X |  | See footnotes 2 and 3. |
D. E. SHAW & CO, L.L.C. 1166 AVENUE OF THE AMERICAS, NINTH FLOOR NEW YORK, NY 10036 |
 |  X |  | See footnotes 2 and 3. |
SHAW DAVID E 120 WEST FORTY-FIFTH STREET 39TH FLOOR NEW YORK, NY 10036 |
 |  X |  | See footnotes 2 and 3. |
/s/ Nathan Thomas, Authorized Signatory, D. E. Shaw Synoptic Portfolios 5, L.L.C. | 02/14/2012 | |
**Signature of Reporting Person | Date | |
/s/ Nathan Thomas, Chief Compliance Officer, D. E. Shaw & Co., L.P. | 02/14/2012 | |
**Signature of Reporting Person | Date | |
/s/ Nathan Thomas, Authorized Signatory, D. E. Shaw & Co., L.L.C. | 02/14/2012 | |
**Signature of Reporting Person | Date | |
/s/ Nathan Thomas, Attorney-in-Fact for David E. Shaw | 02/14/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Reporting owner previously held 3,763,908 shares of Class A common stock of the company. Pursuant to the second amended and restated certificate of incorporation of the company, in connection with the December 20, 2011 closing of the company's initial public offering of common stock, each share of Class A common stock of the company was automatically reclassified as one share of common stock. |
(2) | The securities reported in this Form 5 are directly held by D. E. Shaw Synoptic Portfolios 5, L.L.C. ("Synoptic"). D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to Synoptic; D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as manager of Synoptic; and Mr. David E. Shaw ("David E. Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC) may be deemed to be the beneficial owners of the securities reported in this Form 5 for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. |
(3) | In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock of the Issuer that may be deemed to be beneficially owned by Synoptic, DESCO LP, and DESCO LLC is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any security listed in this Form 5, except to the extent of any pecuniary interest therein. |