SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
CVR Energy, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
12662P108
(CUSIP Number)
D. E. Shaw & Co., L.P.
Attn: Compliance Department
1166 Avenue of the Americas, 9th Floor
New York, NY 10036
212-478-0000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 3, 2012
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* 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).
SCHEDULE 13D
| CUSIP No. 12662P108 |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw Valence Portfolios, L.L.C. FEIN 13-4046559
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
AF
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF | 7 | SOLE VOTING POWER
-0-
|
| SHARES BENEFICIALLY OWNED BY EACH |
8 | SHARED VOTING POWER
-0- (1)
|
|
REPORTING PERSON WITH |
9 | SOLE DISPOSITIVE POWER
-0-
|
| 10 | SHARED DISPOSITIVE POWER
-0- (1)
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN o
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (1)
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1) This information is as of May 14, 2012. See Item 5 for additional
details.
| CUSIP No. 12662P108 |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw Oculus Portfolios, L.L.C. FEIN 20-0805088
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
AF
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF | 7 | SOLE VOTING POWER
-0-
|
| SHARES BENEFICIALLY OWNED BY EACH |
8 | SHARED VOTING POWER
-0- (1)
|
|
REPORTING PERSON WITH |
9 | SOLE DISPOSITIVE POWER
-0-
|
| 10 | SHARED DISPOSITIVE POWER
-0- (1)
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN o
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (1)
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1) This information is as of May 14, 2012. See Item 5 for additional
details.
| CUSIP No. 12662P108 |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw Heliant Portfolios, L.L.C. FEIN 27-1490745
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
AF
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF | 7 | SOLE VOTING POWER
-0-
|
| SHARES BENEFICIALLY OWNED BY EACH |
8 | SHARED VOTING POWER
-0- (1)
|
|
REPORTING PERSON WITH |
9 | SOLE DISPOSITIVE POWER
-0-
|
| 10 | SHARED DISPOSITIVE POWER
-0- (1)
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN o
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (1)
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1) This information is as of May 14, 2012. See Item 5 for additional details.
| CUSIP No. 12662P108 |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw Asymptote Portfolios, L.L.C. FEIN 45-4250464
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
AF
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF | 7 | SOLE VOTING POWER
-0-
|
| SHARES BENEFICIALLY OWNED BY EACH |
8 | SHARED VOTING POWER
-0- (1)
|
|
REPORTING PERSON WITH |
9 | SOLE DISPOSITIVE POWER
-0-
|
| 10 | SHARED DISPOSITIVE POWER
-0- (1)
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN o
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (1)
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1) This information is as of May 14, 2012. See Item 5 for additional
details.
| CUSIP No. 12662P108 |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw & Co., L.L.C. FEIN 13-3799946
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
AF
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF | 7 | SOLE VOTING POWER
-0-
|
| SHARES BENEFICIALLY OWNED BY EACH |
8 | SHARED VOTING POWER
-0- (1)
|
|
REPORTING PERSON WITH |
9 | SOLE DISPOSITIVE POWER
-0-
|
| 10 | SHARED DISPOSITIVE POWER
-0- (1)
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN o
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (1)
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1) This information is as of May 14, 2012. See Item 5 for additional
details.
| CUSIP No. 12662P108 |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw & Co., L.P. FEIN 13-3695715
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
AF
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF | 7 | SOLE VOTING POWER
-0-
|
| SHARES BENEFICIALLY OWNED BY EACH |
8 | SHARED VOTING POWER
-0- (1)
|
|
REPORTING PERSON WITH |
9 | SOLE DISPOSITIVE POWER
-0-
|
| 10 | SHARED DISPOSITIVE POWER
-0- (1)
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN o
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (1)
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
|
(1) This information is as of May 14, 2012. See Item 5 for additional
details.
| CUSIP No. 12662P108 |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David E. Shaw
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
AF
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF | 7 | SOLE VOTING POWER
-0-
|
| SHARES BENEFICIALLY OWNED BY EACH |
8 | SHARED VOTING POWER
-0- (1)
|
|
REPORTING PERSON WITH |
9 | SOLE DISPOSITIVE POWER
-0-
|
| 10 | SHARED DISPOSITIVE POWER
-0- (1)
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN o
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (1)
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1) This information is as of May 14, 2012. See Item 5 for additional details.
| Item 1. | Security and the Issuer |
This statement on Schedule 13D relates to the shares of Common Stock, par value $0.01 per share (the “Common Shares”) of CVR Energy, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479.
| Item 2. | Identity and Background |
(a), (f) This statement is filed on behalf of D. E. Shaw Valence Portfolios, L.L.C., a Delaware limited liability company (“Valence”), D. E. Shaw Oculus Portfolios, L.L.C., a Delaware limited liability company (“Oculus”), D. E. Shaw Heliant Portfolios, L.L.C., a Delaware limited liability company (“Heliant”), D. E. Shaw Asymptote Portfolios, L.L.C., a Delaware limited liability company (“Asymptote”), D. E. Shaw & Co., L.L.C., a Delaware limited liability company (“DESCO LLC”), D. E. Shaw & Co., L.P., a Delaware limited partnership (“DESCO LP”), and David E. Shaw, a citizen of the United States of America (“David E. Shaw,” and together with Valence, Oculus, Heliant, Asymptote, DESCO LLC and DESCO LP, collectively, the “Reporting Persons”). The Reporting Persons are filing jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 3 and incorporated herein by reference.
(b) The business address and principal office, as applicable, of all Reporting Persons is 1166 Avenue of the Americas, 9th Floor, New York, NY 10036.
(c) The principal business of Valence is that of a limited liability company focusing primarily on equity and equity-linked securities related investment strategies. The principal business of Oculus is that of a limited liability company focusing primarily on macro-oriented investment strategies. The principal business of Heliant is that of a limited liability company focusing primarily on macro-oriented investment strategies. The principal business of Asymptote is that of a limited liability company focusing primarily on equities and futures-related investment strategies. The principal business of DESCO LP is to act as an investment adviser to certain funds, including, without limitation, Valence and Oculus. DESCO LP is the managing member of Valence, D. E. Shaw Heliant Adviser, L.L.C., which in turn is the investment adviser of Heliant, D. E. Shaw Adviser, L.L.C., which in turn is the investment adviser of Asymptote, and D. E. Shaw Investment Management, L.L.C. (“DESIM”). The principal business of DESCO LLC is to act as managing member to certain entities, including, without limitation, Oculus, D. E. Shaw Heliant Manager, L.L.C., which in turn is the manager of Heliant, and D. E. Shaw Manager, L.L.C., which in turn is the manager Asymptote. D. E. Shaw & Co., Inc., a Delaware corporation (“DESCO Inc.”), is the general partner of DESCO LP. D. E. Shaw & Co. II, Inc., a Delaware corporation (“DESCO II, Inc.”), is the managing member of DESCO LLC. David E. Shaw is the President and sole shareholder of DESCO Inc. and DESCO II, Inc.
(d), (e) During the last five years, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any person named in this Item 2, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
In acquiring 1,749,640 Common Shares, Valence expended approximately $51,660,607 (excluding commissions) of its working capital. In acquiring 2,050,122 Common Shares, Oculus expended approximately $52,216,472 (excluding commissions) of its working capital. In acquiring 582,155 Common Shares, Heliant expended approximately $15,250,103 (excluding commissions) of its working capital. In acquiring 28 Common Shares, Asymptote expended approximately $850 (excluding commissions) of its working capital.
| Item 4. | Purpose of Transaction |
The Reporting Persons made purchases of the Common Shares for investment purposes, as well as for purposes of participating in the tender offer referred to in the Schedule TO filed on May 1, 2012 relating to the offer by IEP Energy LLC (the “Tender Offer”). On May 3, 2012, the Reporting Persons held 5.0% of the Common Shares. Beginning May 4, 2012, the Reporting Persons tendered the Common Shares, as described in Item 5, pursuant to the Tender Offer, which caused the Reporting Persons to cease to be the beneficial owners of more than 5.0% of outstanding shares. As of May 14, 2012, none of the Reporting Persons held any Common Shares.
| Item 5. | Interest in Securities of the Issuer |
(a), (b) Based upon the Issuer’s Form 10-Q, filed with the SEC on May 4, 2012, there were 86,808,150 Common Shares issued and outstanding as of May 1, 2012. The 1,749,640 Common Shares beneficially owned by Valence (the “Valence Shares”) represent approximately 2.0% of the Common Shares issued and outstanding. The 2,050,122 Common Shares beneficially owned by Oculus (the “Oculus Shares”) represent approximately 2.4% of the Common Shares issued and outstanding. The 582,155 Common Shares beneficially owned by Heliant (the “Heliant Shares”) represent approximately 0.7% of the Common Shares issued and outstanding. The 28 Common Shares beneficially owned by Asymptote (the “Asymptote Shares”) represent approximately 0.0% of the Common Shares issued and outstanding. The 4,381,945 Common Shares beneficially owned by DESCO LP (the “Subject Shares”) represent approximately 5.0% of the Common Shares issued and outstanding. The Subject Shares are composed of (i) the Valence Shares, (ii) the Oculus Shares, (iii) the Heliant Shares, and (iv) the Asymptote Shares. DESCO LP may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Subject Shares. On May 3, 2012, the Reporting Persons beneficially owned 5.0% of the outstanding shares. DESCO LP does not own any Common Shares and directly disclaims beneficial ownership of the Subject Shares.
David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the manager and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C., and the managing member of (i) D. E. Shaw Heliant Adviser, L.L.C., which in turn is the investment adviser of D. E. Shaw Heliant Portfolios, L.L.C., and (ii) D. E. Shaw Adviser, L.L.C., which in turn is the investment adviser of D. E. Shaw Asymptote Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Oculus Portfolios, L.L.C. and the managing member of (i) D. E. Shaw Heliant Manager, L.L.C., which in turn is the manager of D. E. Shaw Heliant Portfolios, L.L.C., and (ii) D. E. Shaw Manager, L.L.C., which in turn is the manager D. E. Shaw Asymptote Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares as described above. Therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of the Subject Shares.
As of May 14, 2012, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any of the persons set forth in Item 2, owned any Common Shares.
(c) The trading dates, number of Common Shares purchased or sold, and the price per share for all transactions by the Reporting Persons in the Common Shares from March 13, 2012 through May 14, 2012, which were all brokered transactions, are set forth below:
| Name | Date | Price per Share1 | Number of Shares Purchased/(Sold) |
| Oculus | 3/13/2012 | 26.37 | 100 |
| Valence | 3/13/2012 | 26.512 | 1,300 |
| Valence | 3/13/2012 | 26.653 | (8,506) |
| Valence | 3/14/2012 | 27.034 | 2,890 |
| Valence | 3/14/2012 | 27.065 | (3,672) |
| Valence | 3/15/2012 | 26.59 | 100 |
| Valence | 3/15/2012 | 26.876 | (3,900) |
1 Where weighted average price is used for the reported transactions, the reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission, full information regarding the number of shares purchased or sold at each separate price.
2 A weighted average price based on prices ranging from $26.36 to $26.64.
3 A weighted average price based on prices ranging from $26.29 to $26.98.
4 A weighted average price based on prices ranging from $26.95 to $27.15.
5 A weighted average price based on prices ranging from $26.95 to $27.31.
6 A weighted average price based on prices ranging from $26.75 to $27.04.
| Oculus | 3/16/2012 | 26.887 | 900 |
| Valence | 3/16/2012 | 27.068 | 11,407 |
| Valence | 3/16/2012 | 27.009 | (3,660) |
| Valence | 3/19/2012 | 27.1410 | 1,500 |
| Valence | 3/19/2012 | 27.2411 | (11,316) |
| Oculus | 3/20/2012 | 26.5412 | 2,000 |
| Valence | 3/20/2012 | 26.5513 | 1,678 |
| Valence | 3/20/2012 | 26.55 | (100) |
| Oculus | 3/21/2012 | 26.4314 | 1,400 |
| Valence | 3/21/2012 | 26.3915 | 3,900 |
| Valence | 3/21/2012 | 26.46 | (200) |
| Oculus | 3/22/2012 | 25.8816 | 600 |
| Oculus | 3/23/2012 | 26.2017 | 500 |
| Valence | 3/23/2012 | 26.8018 | (4,800) |
| Valence | 3/26/2012 | 27.2119 | (5,200) |
| Oculus | 3/27/2012 | 27.09 | 400 |
| Valence | 3/27/2012 | 26.18 | 4,776 |
| Heliant | 3/27/2012 | 26.9520 | (300) |
| Oculus | 3/27/2012 | 27.09 | (400) |
| Valence | 3/28/2012 | 26.66 | 36 |
| Heliant | 3/28/2012 | 26.08 | (100) |
| Valence | 3/28/2012 | 26.3521 | (8,036) |
| Valence | 3/29/2012 | 26.51 | 2374 |
| Valence | 3/29/2012 | 26.2122 | (7,849) |
| Valence | 3/30/2012 | 26.7823 | 8,400 |
| Valence | 3/30/2012 | 26.6524 | (4,396) |
| Asymptote | 4/2/2012 | 27.06 | 174 |
| Valence | 4/2/2012 | 27.1625 | (8,856) |
7 A weighted average price based on prices ranging from $26.77 to $27.01.
8 A weighted average price based on prices ranging from $26.82 to $27.22.
9 A weighted average price based on prices ranging from $26.82 to $27.21.
10 A weighted average price based on prices ranging from $27.07 to $27.30.
11 A weighted average price based on prices ranging from $27.07 to $27.37.
12 A weighted average price based on prices ranging from $26.37 to $26.70.
13 A weighted average price based on prices ranging from $26.45 to $26.63.
14 A weighted average price based on prices ranging from $26.26 to $26.58.
15 A weighted average price based on prices ranging from $26.16 to $26.59.
16 A weighted average price based on prices ranging from $25.71 to $25.98.
17 A weighted average price based on prices ranging from $26.18 to $26.26.
18 A weighted average price based on prices ranging from $26.70 to $26.85.
19 A weighted average price based on prices ranging from $27.12 to $27.41.
20 A weighted average price based on prices ranging from $26.94 to $26.96.
21 A weighted average price based on prices ranging from $25.93 to $26.79.
22 A weighted average price based on prices ranging from $26.06 to $26.41.
23 A weighted average price based on prices ranging from $26.75 to $26.79.
24 A weighted average price based on prices ranging from $26.06 to $27.00.
25 A weighted average price based on prices ranging from $26.71 to $27.45.
| Asymptote | 4/3/2012 | 28.7326 | 1,300 |
| Heliant | 4/3/2012 | 28.6227 | 73,507 |
| Oculus | 4/3/2012 | 28.6228 | 214,133 |
| Valence | 4/3/2012 | 28.7129 | 70,964 |
| Asymptote | 4/3/2012 | 28.6830 | (1,288) |
| Valence | 4/3/2012 | 28.7531 | (14,547) |
| Asymptote | 4/4/2012 | 28.58 | 600 |
| Heliant | 4/4/2012 | 28.76 | 46,243 |
| Oculus | 4/4/2012 | 28.76 | 134,104 |
| Valence | 4/4/2012 | 28.7632 | 190,055 |
| Asymptote | 4/4/2012 | 28.7733 | (700) |
| Asymptote | 4/5/2012 | 28.7534 | 300 |
| Heliant | 4/5/2012 | 28.62 | 30,094 |
| Oculus | 4/5/2012 | 28.62 | 90,283 |
| Asymptote | 4/5/2012 | 28.7035 | (300) |
| Valence | 4/5/2012 | 28.70 | (12,600) |
| Heliant | 4/9/2012 | 28.67 | 17,037 |
| Oculus | 4/9/2012 | 28.67 | 51,113 |
| Valence | 4/9/2012 | 28.6436 | 188,527 |
| Valence | 4/9/2012 | 28.70 | (3,400) |
| Asymptote | 4/10/2012 | 28.51 | 500 |
| Heliant | 4/10/2012 | 28.48 | 65,569 |
| Oculus | 4/10/2012 | 28.48 | 196,707 |
| Valence | 4/10/2012 | 28.48 | 262,276 |
| Asymptote | 4/10/2012 | 28.5537 | (900) |
| Valence | 4/10/2012 | 28.5038 | (10,900) |
| Asymptote | 4/11/2012 | 28.6639 | 700 |
| Heliant | 4/11/2012 | 28.31 | 6,250 |
| Oculus | 4/11/2012 | 28.31 | 18,750 |
| Valence | 4/11/2012 | 28.31 | 25,000 |
| Asymptote | 4/11/2012 | 28.6040 | (480) |
| Oculus | 4/11/2012 | 28.16 | (100) |
26 A weighted average price based on prices ranging from $28.47 to $28.85.
27 A weighted average price based on prices ranging from $28.35 to $28.96.
28 A weighted average price based on prices ranging from $28.35 to $28.96.
29 A weighted average price based on prices ranging from $28.39 to $28.71.
30 A weighted average price based on prices ranging from $28.46 to $28.85.
31 A weighted average price based on prices ranging from $28.46 to $28.80.
32 A weighted average price based on prices ranging from $28.48 to $28.87.
33 A weighted average price based on prices ranging from $28.55 to $28.84.
34 A weighted average price based on prices ranging from $28.72 to $28.81.
35 A weighted average price based on prices ranging from $28.61 to $28.74.
36 A weighted average price based on prices ranging from $28.62 to $28.67.
37 A weighted average price based on prices ranging from $28.41 to $28.70.
38 A weighted average price based on prices ranging from $28.40 to $28.80.
39 A weighted average price based on prices ranging from $28.54 to $28.70.
40 A weighted average price based on prices ranging from $28.58 to $28.62.
| Asymptote | 4/12/2012 | 28.4641 | 800 |
| Heliant | 4/12/2012 | 28.26 | 8,625 |
| Oculus | 4/12/2012 | 28.26 | 25,875 |
| Valence | 4/12/2012 | 28.2242 | 40,800 |
| Asymptote | 4/12/2012 | 28.6043 | (700) |
| Valence | 4/12/2012 | 28.3044 | (54,985) |
| Asymptote | 4/13/2012 | 28.3845 | 400 |
| Heliant | 4/13/2012 | 28.28 | 24,750 |
| Oculus | 4/13/2012 | 28.28 | 74,250 |
| Valence | 4/13/2012 | 28.28 | 99,000 |
| Asymptote | 4/13/2012 | 28.4246 | (400) |
| Oculus | 4/13/2012 | 28.3647 | (700) |
| Asymptote | 4/16/2012 | 28.2948 | 1,200 |
| Heliant | 4/16/2012 | 27.95 | 11,050 |
| Oculus | 4/16/2012 | 27.95 | 33,150 |
| Valence | 4/16/2012 | 27.9249 | 50,294 |
| Asymptote | 4/16/2012 | 28.3850 | (1,200) |
| DESIM | 4/16/2012 | 27.6251 | (300) |
| Asymptote | 4/17/2012 | 28.20 | 400 |
| Heliant | 4/17/2012 | 28.01 | 5,312 |
| Oculus | 4/17/2012 | 28.01 | 15,938 |
| Valence | 4/17/2012 | 27.9952 | 25,750 |
| Asymptote | 4/17/2012 | 27.97 | (100) |
| DESIM | 4/17/2012 | 28.0453 | (1,000) |
| Heliant | 4/18/2012 | 27.91 | 4,125 |
| Oculus | 4/18/2012 | 27.91 | 12,375 |
| Valence | 4/18/2012 | 27.91 | 16,500 |
| Asymptote | 4/18/2012 | 27.8554 | (300) |
| DESIM | 4/18/2012 | 27.9355 | (200) |
| Oculus | 4/18/2012 | 27.85 | (200) |
| Asymptote | 4/19/2012 | 30.0556 | 17,200 |
41 A weighted average price based on prices ranging from $28.36 to $28.56.
42 A weighted average price based on prices ranging from $28.02 to $28.26.
43 A weighted average price based on prices ranging from $28.52 to $28.64.
44 A weighted average price based on prices ranging from $28.17 to $28.38.
45 A weighted average price based on prices ranging from $28.35 to $28.40.
46 A weighted average price based on prices ranging from $28.40 to $28.42.
47 A weighted average price based on prices ranging from $28.29 to $28.39.
48 A weighted average price based on prices ranging from $28.04 to $28.42.
49 A weighted average price based on prices ranging from $27.44 to $28.42.
50 A weighted average price based on prices ranging from $28.25 to $28.42.
51 A weighted average price based on prices ranging from $27.52 to $27.79.
52 A weighted average price based on prices ranging from $27.85 to $28.17.
53 A weighted average price based on prices ranging from $27.92 to $28.25.
54 A weighted average price based on prices ranging from $27.83 to $27.89.
55 A weighted average price based on prices ranging from $27.84 to $28.02.
56 A weighted average price based on prices ranging from $29.98 to $30.20.
| DESIM | 4/19/2012 | 30.12 | 100 |
| Valence | 4/19/2012 | 30.1057 | 30,420 |
| Asymptote | 4/19/2012 | 30.0758 | (17,600) |
| Oculus | 4/19/2012 | 30.1459 | (6,800) |
| DESIM | 4/19/2012 | 30.16 | (400) |
| Valence | 4/19/2012 | 30.1560 | (13,155) |
| Asymptote | 4/20/2012 | 30.16 | 500 |
| DESIM | 4/20/2012 | 30.17 | 100 |
| Valence | 4/20/2012 | 30.06 | 300 |
| Asymptote | 4/20/2012 | 30.16 | (100) |
| Oculus | 4/20/2012 | 30.17 | (300) |
| DESIM | 4/20/2012 | 30.1361 | (1,100) |
| Asymptote | 4/23/2012 | 30.1362 | 1,373 |
| Valence | 4/23/2012 | 30.0863 | 11,989 |
| Asymptote | 4/23/2012 | 30.06 | (100) |
| Asymptote | 4/24/2012 | 30.0964 | 200 |
| Valence | 4/24/2012 | 30.1465 | 13,355 |
| Asymptote | 4/24/2012 | 30.0966 | (1,500) |
| Valence | 4/24/2012 | 30.20 | (8,000) |
| Asymptote | 4/25/2012 | 30.12 | 400 |
| Valence | 4/25/2012 | 30.1367 | 22,271 |
| Asymptote | 4/25/2012 | 30.1568 | (400) |
| Asymptote | 4/26/2012 | 30.1469 | 1,500 |
| Valence | 4/26/2012 | 30.1570 | 25,646 |
| Asymptote | 4/26/2012 | 30.1671 | (1,200) |
| Valence | 4/26/2012 | 30.20 | (1,196) |
| Asymptote | 4/27/2012 | 30.1972 | 1,949 |
| Valence | 4/27/2012 | 30.2473 | 16,801 |
| Asymptote | 4/27/2012 | 30.2074 | (2,200) |
57 A weighted average price based on prices ranging from $29.95 to $30.20.
58 A weighted average price based on prices ranging from $29.97 to $30.21.
59 A weighted average price based on prices ranging from $30.11 to $30.16.
60 A weighted average price based on prices ranging from $30.14 to $30.17.
61 A weighted average price based on prices ranging from $30.08 to $30.16.
62 A weighted average price based on prices ranging from $30.04 to $30.15.
63 A weighted average price based on prices ranging from $30.03 to $30.15.
64 A weighted average price based on prices ranging from $30.07 to $30.11.
65 A weighted average price based on prices ranging from $30.05 to $30.17.
66 A weighted average price based on prices ranging from $30.05 to $30.15.
67 A weighted average price based on prices ranging from $30.05 to $30.17.
68 A weighted average price based on prices ranging from $30.10 to $30.17.
69 A weighted average price based on prices ranging from $30.12 to $30.15.
70 A weighted average price based on prices ranging from $30.10 to $30.18.
71 A weighted average price based on prices ranging from $30.14 to $30.17.
72 A weighted average price based on prices ranging from $30.15 to $30.30.
73 A weighted average price based on prices ranging from $30.15 to $30.48.
74 A weighted average price based on prices ranging from $30.18 to $30.27.
| Valence | 4/30/2012 | 30.2975 | 6,784 |
| Asymptote | 5/1/2012 | 30.3376 | 800 |
| Valence | 5/1/2012 | 30.2577 | 20,700 |
| Asymptote | 5/1/2012 | 30.2378 | (600) |
| Oculus | 5/1/2012 | 30.2779 | (200) |
| Valence | 5/2/2012 | 30.1380 | 14,828 |
| Asymptote | 5/2/2012 | 30.1981 | (200) |
| Oculus | 5/2/2012 | 30.2182 | (200) |
| Heliant | 5/3/2012 | 30.03 | 135,813 |
| Oculus | 5/3/2012 | 30.03 | 407,437 |
| Valence | 5/3/2012 | 30.0383 | 557,267 |
| Oculus | 5/3/2012 | 30.0484 | (600) |
| Heliant | 5/4/2012 | 30.04 | 2,425 |
| Oculus | 5/4/2012 | 30.04 | 7,275 |
| DESIM | 5/4/2012 | 30.05 | 2,800 |
| Valence | 5/4/2012 | 30.0685 | 49,734 |
| Valence | 5/4/2012 | 30.0686 | (3,832) |
(d) No person other than the Reporting Persons or any of the persons set forth in Item 2 has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.
(e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on May 7, 2012.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
As a result of tendering Subject Shares pursuant to the Tender Offer described in Item 4, each of the Reporting Persons acquired one non-transferable contingent cash payment right (the “Right”) in exchange for each Common Share tendered, resulting in Valence holding 1,749,640 Rights, Oculus holding 2,050,122 Rights, Heliant holding 582,155 Rights, and Asymptote holding 28 Rights.
75 A weighted average price based on prices ranging from $30.25 to $30.36.
76 A weighted average price based on prices ranging from $30.18 to $30.36.
77 A weighted average price based on prices ranging from $30.16 to $30.37.
78 A weighted average price based on prices ranging from $30.17 to $30.34.
79 A weighted average price based on prices ranging from $30.18 to $30.36.
80 A weighted average price based on prices ranging from $30.07 to $30.22.
81 A weighted average price based on prices ranging from $30.17 to $30.21.
82 A weighted average price based on prices ranging from $30.20 to $30.21.
83 A weighted average price based on prices ranging from $30.02 to $30.13.
84 A weighted average price based on prices ranging from $30.03 to $30.05.
85 A weighted average price based on prices ranging from $30.04 to $30.07.
86 A weighted average price based on prices ranging from $30.06 to $30.07.
Except as set forth in Items 3, 4, 5 and 6 and the agreements incorporated herein by reference and set forth as exhibit hereto, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.
| Item 7. | Material to be filed as Exhibits |
| Exhibit 1 | Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated December 15, 2011. |
| Exhibit 2 | Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated December 15, 2011. |
| Exhibit 3 | Joint Filing Agreement, by and among the Reporting Persons, dated May 15, 2012. |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated December 15, 2011, granted by David E. Shaw in favor of Nathan Thomas, are attached hereto as Exhibit 1 and Exhibit 2 and incorporated herein by reference.
Dated: May 15, 2012
| D. E. Shaw Valence Portfolios, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas Authorized Signatory | ||
| D. E. Shaw Oculus Portfolios, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas Authorized Signatory | ||
| D. E. Shaw Heliant Portfolios, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas Authorized Signatory | ||
| D. E. Shaw Asymptote Portfolios, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas Authorized Signatory | ||
| D. E. Shaw & Co., L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas Authorized Signatory | ||
| D. E. Shaw & Co., L.P. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas Chief Compliance Officer | ||
| David E. Shaw | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas Attorney-in-Fact for David E. Shaw | ||