1
|
NAME OF REPORTING PERSON
STARBOARD VALUE LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
5,640,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
5,640,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,640,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
4,346,917
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,346,917
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,346,917
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY S LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
514,482
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
514,482
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,482
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY C LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
285,827
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
285,827
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,827
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE R LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
285,827
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
285,827
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,827
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE R GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
285,827
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
285,827
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,827
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
5,640,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
5,640,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,640,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
5,640,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
5,640,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,640,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
5,640,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
5,640,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,640,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
JEFFREY C. SMITH
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
5,640,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
5,640,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,640,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
MARK R. MITCHELL
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
5,640,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
5,640,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,640,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
PETER A. FELD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
5,640,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
5,640,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,640,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
GAVIN T. MOLINELLI
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
PATRICK SULLIVAN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JAMES P. FOGARTY
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
16,450
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
16,450
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,450
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Starboard V&O Fund
|
|
(a)
|
As of the close of business on April 12, 2016, Starboard V&O Fund beneficially owned 4,346,917 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,346,917
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,346,917
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Starboard S LLC
|
|
(a)
|
As of the close of business on April 12, 2016, Starboard S LLC beneficially owned 514,482 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 514,482
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 514,482
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard S LLC since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
Starboard C LP
|
|
(a)
|
As of the close of business on April 12, 2016, Starboard C LP beneficially owned 285,827 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 285,827
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 285,827
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard C LP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Starboard R LP
|
|
(a)
|
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 285,827 shares owned by Starboard C LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 285,827
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 285,827
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard R LP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Starboard R GP
|
|
(a)
|
Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 285,827 shares owned by Starboard C LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 285,827
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 285,827
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard R GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Starboard Value LP
|
|
(a)
|
As of the close of business on April 12, 2016, 492,774 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 4,346,917 Shares owned by Starboard V&O Fund, (ii) 514,482 Shares owned by Starboard S LLC, (iii) 285,827 Shares owned by Starboard C LP, and (iv) 492,774 Shares held in the Starboard Value LP Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 5,640,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 5,640,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
Starboard Value GP
|
|
(a)
|
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 4,346,917 Shares owned by Starboard V&O Fund, (ii) 514,482 Shares owned by Starboard S LLC, (iii) 285,827 Shares owned by Starboard C LP, and (iv) 492,774 Shares held in the Starboard Value LP Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 5,640,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 5,640,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Value GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
H.
|
Principal Co
|
|
(a)
|
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 4,346,917 Shares owned by Starboard V&O Fund, (ii) 514,482 Shares owned by Starboard S LLC, (iii) 285,827 Shares owned by Starboard C LP, and (iv) 492,774 Shares held in the Starboard Value LP Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 5,640,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 5,640,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Principal Co has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
I.
|
Principal GP
|
|
(a)
|
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 4,346,917 Shares owned by Starboard V&O Fund, (ii) 514,482 Shares owned by Starboard S LLC, (iii) 285,827 Shares owned by Starboard C LP, and (iv) 492,774 Shares held in the Starboard Value LP Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 5,640,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 5,640,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Principal GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
J.
|
Messrs. Smith, Mitchell and Feld
|
|
(a)
|
Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 4,346,917 Shares owned by Starboard V&O Fund, (ii) 514,482 Shares owned by Starboard S LLC, (iii) 285,827 Shares owned by Starboard C LP, and (iv) 492,774 Shares held in the Starboard Value LP Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 5,640,000
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 5,640,000
|
|
(c)
|
None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
K.
|
Messrs. Molinelli and Sullivan
|
|
(a)
|
As of the close of business on April 12, 2016, neither of Messrs. Molinelli or Sullivan owned any Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Neither of Messrs. Molinelli or Sullivan has entered into any transactions in the Shares since the filing of the Schedule 13D.
|
L.
|
Mr. Fogarty
|
|
(a)
|
As of the close of business on April 12, 2016, Mr. Fogarty directly owned 16,450 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 16,450
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 16,450
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transaction in the Shares by Mr. Fogarty since the filing of the Schedule 13D is set forth in Schedule A and is incorporated herein by reference.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP,
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
|
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
STARBOARD VALUE R GP LLC
|
By:
|
/s/ Jeffrey C. Smith
|
|
Name:
|
Jeffrey C. Smith
|
|
Title:
|
Authorized Signatory
|
/s/ Jeffrey C. Smith
|
JEFFREY C. SMITH
|
Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, Gavin T. Molinelli, Patrick Sullivan, and James P. Fogarty
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
Purchase of Common Stock
|
32,843
|
14.9907
|
04/07/2016
|
Purchase of Common Stock
|
231,725
|
15.1026
|
04/07/2016
|
Sale of Cash-Settled Total Return Swap
|
(231,725)
|
15.0850
|
04/07/2016
|
Purchase of Common Stock
|
5,473
|
14.9907
|
04/07/2016
|
Purchase of Common Stock
|
38,448
|
15.1026
|
04/07/2016
|
Sale of Cash-Settled Total Return Swap
|
(38,448)
|
15.0850
|
04/07/2016
|
Sale of Cash-Settled Total Return Swap
|
(264,828)
|
16.8500
|
04/08/2016
|
Purchase of Common Stock
|
264,828
|
16.8392
|
04/08/2016
|
Sale of Cash-Settled Total Return Swap
|
(43,941)
|
16.8500
|
04/08/2016
|
Purchase of Common Stock
|
43,941
|
16.8392
|
04/08/2016
|
Sale of Cash-Settled Total Return Swap
|
(198,621)
|
16.5800
|
04/11/2016
|
Purchase of Common Stock
|
198,621
|
16.5673
|
04/11/2016
|
Sale of Cash-Settled Total Return Swap
|
(32,956)
|
16.5800
|
04/11/2016
|
Purchase of Common Stock
|
32,956
|
16.5673
|
04/11/2016
|
Sale of Cash-Settled Total Return Swap
|
(264,828)
|
15.7600
|
04/12/2016
|
Purchase of Common Stock
|
264,828
|
15.7509
|
04/12/2016
|
Sale of Cash-Settled Total Return Swap
|
(43,941)
|
15.7600
|
04/12/2016
|
Purchase of Common Stock
|
43,941
|
15.7509
|
04/12/2016
|
Purchase of Common Stock
|
3,958
|
14.9907
|
04/07/2016
|
Purchase of Common Stock
|
27,400
|
15.1026
|
04/07/2016
|
Sale of Cash-Settled Total Return Swap
|
(27,400)
|
15.0850
|
04/07/2016
|
Purchase of Common Stock
|
663
|
14.9907
|
04/07/2016
|
Purchase of Common Stock
|
4,549
|
15.1026
|
04/07/2016
|
Sale of Cash-Settled Total Return Swap
|
(4,549)
|
15.0850
|
04/07/2016
|
Sale of Cash-Settled Total Return Swap
|
(31,314)
|
16.8500
|
04/08/2016
|
Purchase of Common Stock
|
31,314
|
16.8392
|
04/08/2016
|
Sale of Cash-Settled Total Return Swap
|
(5,199)
|
16.8500
|
04/08/2016
|
Purchase of Common Stock
|
5,199
|
16.8392
|
04/08/2016
|
Sale of Cash-Settled Total Return Swap
|
(23,485)
|
16.5800
|
04/11/2016
|
Purchase of Common Stock
|
23,485
|
16.5673
|
04/11/2016
|
Sale of Cash-Settled Total Return Swap
|
(3,899)
|
16.5800
|
04/11/2016
|
Purchase of Common Stock
|
3,899
|
16.5673
|
04/11/2016
|
Sale of Cash-Settled Total Return Swap
|
(31,314)
|
15.7600
|
04/12/2016
|
Purchase of Common Stock
|
31,314
|
15.7509
|
04/12/2016
|
Sale of Cash-Settled Total Return Swap
|
(5,199)
|
15.7600
|
04/12/2016
|
Purchase of Common Stock
|
5,199
|
15.7509
|
04/12/2016
|
Purchase of Common Stock
|
2,175
|
14.9907
|
04/07/2016
|
Purchase of Common Stock
|
15,225
|
15.1026
|
04/07/2016
|
Sale of Cash-Settled Total Return Swap
|
(15,225)
|
15.0850
|
04/07/2016
|
Purchase of Common Stock
|
364
|
14.9907
|
04/07/2016
|
Purchase of Common Stock
|
2,503
|
15.1026
|
04/07/2016
|
Sale of Cash-Settled Total Return Swap
|
(2,503)
|
15.0850
|
04/07/2016
|
Sale of Cash-Settled Total Return Swap
|
(17,400)
|
16.8500
|
04/08/2016
|
Purchase of Common Stock
|
17,400
|
16.8392
|
04/08/2016
|
Sale of Cash-Settled Total Return Swap
|
(2,860)
|
16.8500
|
04/08/2016
|
Purchase of Common Stock
|
2,860
|
16.8392
|
04/08/2016
|
Sale of Cash-Settled Total Return Swap
|
(2,145)
|
16.5800
|
04/11/2016
|
Purchase of Common Stock
|
2,145
|
16.5673
|
04/11/2016
|
Sale of Cash-Settled Total Return Swap
|
(13,051)
|
16.5800
|
04/11/2016
|
Purchase of Common Stock
|
13,051
|
16.5673
|
04/11/2016
|
Sale of Cash-Settled Total Return Swap
|
(17,400)
|
15.7600
|
04/12/2016
|
Purchase of Common Stock
|
17,400
|
15.7509
|
04/12/2016
|
Sale of Cash-Settled Total Return Swap
|
(2,860)
|
15.7600
|
04/12/2016
|
Purchase of Common Stock
|
2,860
|
15.7509
|
04/12/2016
|
Purchase of Common Stock
|
4,524
|
14.9907
|
04/07/2016
|
Purchase of Common Stock
|
30,150
|
15.1026
|
04/07/2016
|
Sale of Cash-Settled Total Return Swap
|
(30,150)
|
15.0850
|
04/07/2016
|
Sale of Cash-Settled Total Return Swap
|
(34,458)
|
16.8500
|
04/08/2016
|
Purchase of Common Stock
|
34,458
|
16.8392
|
04/08/2016
|
Sale of Cash-Settled Total Return Swap
|
(25,843)
|
16.5800
|
04/11/2016
|
Purchase of Common Stock
|
25,843
|
16.5673
|
04/11/2016
|
Sale of Cash-Settled Total Return Swap
|
(34,458)
|
15.7600
|
04/12/2016
|
Purchase of Common Stock
|
34,458
|
15.7509
|
04/12/2016
|
Purchase of Common Stock
|
16,450
|
15.1800
|
04/07/2016
|