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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 1474 (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 Following Reported Transaction(s) (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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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RAMIUS CAPITAL GROUP LLC 666 THIRD AVENUE 26TH FLOOR NEW YORK, NY 10017 |
See Remarks | |||
Parche, LLC 666 THIRD AVENUE 26TH FLOOR NEW YORK, NY 10017 |
See Remarks | |||
Starboard Value & Opportunity Fund, LLC 666 THIRD AVENUE 26TH FLOOR NEW YORK, NY 10017 |
See Remarks | |||
Admiral Advisors, LLC 666 THIRD AVENUE 26TH FLOOR NEW YORK, NY 10017 |
See Remarks | |||
C4S & CO LLC 666 THIRD AVENUE 26TH FLOOR NEW YORK, NY 10017 |
See Remarks | |||
COHEN PETER A 666 THIRD AVENUE 26TH FLOOR NEW YORK, NY 10017 |
See Remarks | |||
STARK MORGAN B 666 THIRD AVENUE 26TH FLOOR NEW YORK, NY 10017 |
See Remarks | |||
SOLOMON JEFFREY M 666 THIRD AVENUE 26TH FLOOR NEW YORK, NY 10017 |
See Remarks | |||
STRAUSS THOMAS W 666 THIRD AVENUE 26TH FLOOR NEW YORK, NY 10017 |
See Remarks |
PARCHE, LLC, By: Admiral Advisors, LLC, its managing member, By: /s/ Jeffrey M. Solomon, authorized signatory | 01/24/2007 | |
**Signature of Reporting Person | Date | |
STARBOARD VALUE & OPPORTUNITY FUND, LLC, By: Admiral Advisors, LLC, its managing member, By: /s/ Jeffrey M. Solomon, authorized signatory | 01/24/2007 | |
**Signature of Reporting Person | Date | |
ADMIRAL ADVISORS, LLC, By: Ramius Capital Group, L.L.C., its sole member, By: /s/ Jeffrey M. Solomon, authorized signatory | 01/24/2007 | |
**Signature of Reporting Person | Date | |
RAMIUS CAPITAL GROUP, L.L.C., By: C4S & Co., L.L.C., its Managing Member, By: /s/ Jeffrey M. Solomon, its managing member | 01/24/2007 | |
**Signature of Reporting Person | Date | |
C4S & CO., L.L.C., By: /s/ Jeffrey M. Solomon, its managing member | 01/24/2007 | |
**Signature of Reporting Person | Date | |
Jeffrey M. Solomon, individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark, and Thomas W. Strauss | 01/24/2007 | |
**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) | Includes shares owned directly by Parche, LLC and Starboard Value & Opportunity Fund, LLC. As the managing member of Parche, LLC and Starboard Value & Opportunity Fund, LLC, Admiral Advisors, LLC may be deemed to beneficially own the shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC. As the sole member of Admiral Advisors, LLC, Ramius Capital Group, L.L.C. may be deemed to beneficially own shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC. As the managing member of Ramius Capital Group, L.L.C., C4S & Co., L.L.C. may be deemed to beneficially own the shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC. |
(2) | (Continuation of Footnote 1) As the managing members of C4S & Co., L.L.C., each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares. Except for Messrs. Cohen, Stark, Solomon and Strauss who have disclaimed beneficial ownership above, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
Remarks: Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. |