Edgar Filing: EBIX INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Ebix, Inc.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

278715206

(CUSIP Number)

Ben I. Adler, Esq.

Goldman, Sachs & Co.

200 West Street

New York, NY 10282

(212) 902-1000

With a copy to:

John D. Amorosi, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

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

May 1, 2013

(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 §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).

CUSIP No. 278715206

13D

1	NAME OF REPORTING PERSONS The Goldman Sachs Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	o
	(b)	x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	o
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 32,913
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 32,913

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,913
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x1
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.09%2
14	TYPE OF REPORTING PERSON HC-CO

1This filing does not reflect any shares of Common Stock (as defined herein) that may be deemed to be beneficially owned by The Goldman Sachs Group, Inc. as a result of membership in a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and The Goldman Sachs Group, Inc. disclaims such membership.

2 Based on 37,297,600 shares of Common Stock outstanding, which is the number of shares of Common Stock represented by the Issuer within the Merger Agreement to exist as of the close of business on April 26, 2013 (the “Reported Shares Outstanding”).

CUSIP No. 278715206

13D

1	NAME OF REPORTING PERSONS Goldman, Sachs & Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	o
	(b)	x
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)	x
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 32,913
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 32,913

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,913
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x3
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.09%4
14	TYPE OF REPORTING PERSON BD-PN-IA

3 This filing does not reflect any shares of Common Stock (as defined herein) that may be deemed to be beneficially owned by Goldman, Sachs & Co. as a result of membership in a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and Goldman, Sachs & Co. disclaims such membership.

4 Based on the Reported Shares Outstanding.

CUSIP No. 278715206

13D

1	NAME OF REPORTING PERSONS Broad Street Principal Investments, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	o
	(b)	x
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)	o
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
	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	x5
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON OO

5 This filing does not reflect any shares of Common Stock (as defined herein) that may be deemed to be beneficially owned by Broad Street Principal Investments, L.L.C. as a result of membership in a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and Broad Street Principal Investments, L.L.C. disclaims such membership.

CUSIP No. 278715206

13D

1	NAME OF REPORTING PERSONS Exchange Parent Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	o
	(b)	x
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)	o
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
	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	x6
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON CO

6 This filing does not reflect any shares of Common Stock (as defined herein) that may be deemed to be beneficially owned by Exchange Parent Corp. as a result of membership in a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and Exchange Parent Corp. disclaims such membership.

CUSIP No. 278715206

13D

1	NAME OF REPORTING PERSONS Exchange Merger Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	o
	(b)	x
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)	o
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
	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	x7
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON CO

7 This filing does not reflect any shares of Common Stock (as defined herein) that may be deemed to be beneficially owned by Exchange Merger Corp. as a result of membership in a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and Exchange Merger Corp. disclaims such membership.

Item 1. Security and Issuer.

This statement relates to shares of common stock, par value $0.10 per share (the “Common Stock”), of Ebix, Inc., a Delaware corporation (the “Issuer” or the “Company”). The principal executive offices of the Issuer are located at 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328.

Item 2. Identity and Background.

This statement is being filed by The Goldman Sachs Group, Inc. (“GS Group”), Goldman, Sachs & Co. (“Goldman Sachs”), Broad Street Principal Investments, L.L.C. (“Broad Street” or “Sponsor”), Exchange Parent Corp. (“Parent”) and Exchange Merger Corp. (“Merger Sub” and, together with the foregoing entities, the “Reporting Persons”).

Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purpose other than for compliance with Section 13(d) of the Act.

GS Group is a Delaware corporation and bank holding company that (directly and indirectly through subsidiaries or affiliated companies or both) is a leading global investment banking, securities and investment management firm. Goldman Sachs, a New York limited partnership, is an investment banking firm and a member of the New York Stock Exchange and other national exchanges. Goldman Sachs is a wholly-owned subsidiary of GS Group.

Broad Street, a Delaware limited liability company, was formed for the purpose of investing in equity, equity-related and similar securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component. Broad Street is a wholly-owned subsidiary of GS Group. Parent, a Delaware corporation, is a wholly-owned subsidiary of Broad Street. Merger Sub, a Delaware corporation, is a wholly-owned subsidiary of Parent. The principal address of each Reporting Person is 200 West Street, New York, New York 10282-2198.

The name, business address, present principal occupation or employment and citizenship of each director of GS Group are set forth in Schedule I hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each executive officer of Broad Street are set forth in Schedule II-A hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each member of the Corporate Investment Committee of the Merchant Banking Division of Goldman Sachs, which exercises the authority of Goldman Sachs in managing Broad Street, are set forth in Schedule II-B hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of the sole director and each executive officer of Parent and Merger Sub are set forth in Schedule II-C hereto and are incorporated herein by reference.

During the last five years, none of the Reporting Persons, nor, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B, or II-C (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth on Schedule III hereto, has been 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 violation with respect to such laws.

The Reporting Persons have entered into a Joint Filing Agreement in connection with this Schedule 13D, a copy of which is attached as Exhibit 7.02 hereto.

Item 3. Source and Amount of Funds or Other Consideration.

On May 1, 2013, Parent and Merger Sub and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) which is described in Item 4 below. Parent and Merger Sub were formed by Sponsor for the

purpose of entering into the Merger Agreement. The aggregate amount required by Parent to pay the merger consideration, refinance certain of the Issuer’s existing indebtedness, and pay related expenses in connection with the transactions contemplated by the Merger Agreement (the “Transactions”), is approximately $871.1 million. The proceeds to pay such amount will be obtained by Parent and Merger Sub from equity contributions by the Sponsor, cash invested by Mr. Robin Raina, the contribution by the Rennes Fondation of the Rollover Shares to Parent or Parent Holdco, and debt financing (each as disclosed below).

Equity Financing; Limited Guaranty

The Sponsor entered into an Equity Commitment Letter dated May 1, 2013 pursuant to which the Sponsor agreed, on the terms and subject to the conditions set forth therein, to contribute an aggregate of $211.1 million in cash to Parent in exchange for equity interests of Parent (subject to increase by $60 million in the event that the transactions contemplated by the Rollover Letter Agreement (as defined and described below) are not consummated). In addition, the Sponsor has executed a limited guaranty in favor of the Company to guarantee, subject to the limitations described therein, the payment of any termination fee payable by Parent pursuant to the Merger Agreement and certain other obligations thereunder.

Investment Letter Agreement; Rollover Letter Agreement

Mr. Robin Raina, the Company’s Chief Executive Officer, and the Robin Raina Foundation (together the “Raina Investors”) entered into an Investment Letter Agreement dated May 1, 2013 with Parent pursuant to which, on the terms and subject to the conditions set forth therein, the Raina Investors will invest proceeds received by them in the merger in the aggregate amount of $40,000,000 in Parent’s immediate parent, an offshore partnership (“Parent Holdco”), or Parent, in exchange for a capital interest in Parent Holdco or Parent. Concurrently therewith, the Rennes Fondation (and, collectively with the Raina Investors, the “Rollover Stockholders”) entered into a Rollover Letter Agreement pursuant to which the Rennes Fondation will exchange, at the effective time of the merger, 3,000,000 shares of Common Stock it holds (the “Rollover Shares”) for a capital interest in Parent Holdco or Parent.

Debt Financing

Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, “CS”), Credit Suisse Securities (USA) LLC (“CS Securities,” and together with CS and their respective affiliates, “Credit Suisse”) and Goldman Sachs Lending Partners LLC (“GSLP” and, collectively with Credit Suisse, the “Lenders”) have committed to provide debt financing for the merger consisting of a $450 million first lien senior secured facility consisting of (x) a $400 million first lien senior secured term loan facility and (y) a $50 million senior secured revolving credit facility (collectively, the “First Lien Facilities”) and a $150 million senior secured second lien term loan facility (the “Second Lien Term Facility”, together with the First Lien Facilities, the “Credit Facilities”), on the terms and subject to the conditions set forth in a debt commitment letter, dated as May 1, 2013 (the “Debt Commitment Letter”). The obligations of the Lenders to provide debt financing under the Debt Commitment Letter are subject to a number of conditions, including without limitation: (i) the absence of a Company Material Adverse Effect (as defined in the Debt Commitment Letter) since December 31, 2012, (ii) execution and delivery of definitive documentation with respect to the debt financing contemplated by the Debt Commitment Letter and otherwise reasonably satisfactory to the Lenders, (iii) accuracy of certain specified representations and warranties in the loan documents and in the Merger Agreement, (iv) receipt of equity financing from the Investors representing at least 30% of the pro forma debt and equity capitalization of the Company after consummation of the Merger and (v) consummation of the Merger in accordance with the Merger Agreement. The final termination date for the Debt Commitment Letter is the earliest of: (i) the date on which the Merger Agreement is terminated in accordance with its terms prior to the consummation of the transactions, (ii) the consummation of the Merger with or without the funding of any of the Credit Facilities, and (iii) 11:59 p.m., New York City time, on November 1, 2013.

The foregoing summaries of the Rollover Letter Agreement, Investment Letter Agreement, Equity Commitment Letter, Limited Guaranty, and Debt Commitment Letter do not purport to be complete and are

qualified in their entirety by reference to Exhibits 7.03, 7.04, 7.05, 7.06 and 7.09, respectively, which are incorporated by reference in their entirety into this Item 3.

Item 4. Purpose of Transaction.

The purpose of the Transactions is to acquire all of the outstanding Common Stock pursuant to the Merger Agreement. Under the Merger Agreement, subject to the satisfaction or waiver of the conditions as set forth therein, at the effective time of the merger (the “Effective Time”), Merger Sub will be merged with and into the Issuer with the Issuer surviving the merger, and all of the outstanding shares of Common Stock (other than shares (i) held by the Company as treasury stock, (ii) owned by Parent, Merger Sub or any subsidiary of the Company, and the Rollover Shares, or (iii) held by stockholders who have demanded appraisal for such shares in accordance with Delaware law) will be automatically cancelled and converted into the right to receive $20.00 per share in cash, without interest. The consummation of the merger is subject to certain closing conditions including the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Common Stock, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other conditions as set forth in the Merger Agreement.

Concurrently with the execution of the Merger Agreement, the Raina Investors entered into an Investment Letter Agreement with Parent pursuant to which, on the terms and subject to the conditions set forth therein, the Raina Investors will invest proceeds received by them in the merger in the aggregate amount of $40,000,000 in Parent Holdco or Parent, in exchange for a capital interest in Parent Holdco or Parent. Also concurrently, the Rennes Fondation entered into a Rollover Letter Agreement pursuant to which the Rennes Fondation will exchange, at the effective time of the merger, the Rollover Shares for a capital interest in Parent Holdco or Parent. The Rollover Stockholders collectively currently own approximately 19% of the Company’s outstanding shares. After the merger is completed, Mr. Raina will indirectly retain an ownership interest of approximately 29% of the Company, and the Rennes Fondation will indirectly retain an ownership interest of approximately 15% of the Company.

In addition, on May 1, 2013 each of the Rollover Stockholders entered into a voting agreement with Parent (the “Voting Agreements”) pursuant to which the Rollover Stockholders agreed, among other things, to: (1) vote all shares of Common Stock that are either currently owned or will be owned by such persons (“Voting Agreement Shares”) in favor of the merger and against any alternative business combination transaction, and (2) grant an irrevocable proxy in favor of Parent to vote and exercise all voting rights with respect to the matters described above. The Voting Agreements also contain restrictions on the ability of the Rollover Stockholders to transfer their shares of Common Stock during the term of the Voting Agreements. The Voting Agreements terminate upon termination of the Merger Agreement.

The foregoing summaries of the Merger Agreement, the Rollover Letter Agreement, the Investment Letter Agreement and the Voting Agreements do not purport to be complete and are qualified in their entirety by reference to Exhibits 7.01, 7.03, 7.04, 7.07 and 7.08 respectively, which are incorporated by reference in their entirety into this Item 4.

If the merger is consummated, the Common Stock will be delisted from The NASDAQ Stock Market, and will cease to be registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Issuer will be privately held by Parent.

Item 5. Interest in Securities of the Issuer.

(a) As of May 1, 2013, the Reporting Persons may be deemed to beneficially own 32,913 shares of Common Stock, which were acquired in ordinary course trading activities by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group. Such 32,913 shares of Common Stock constitute approximately 0.09% of the outstanding shares of Common Stock, based on the Reported Shares Outstanding.

The aggregate shares of Common Stock described above does not include shares of Common Stock beneficially owned by any other member of any “group” within the meaning of Section 13(d) of the Exchange Act of 1934 in which any of the Reporting Persons may be deemed a member. Other than as described in the following paragraph, the Reporting Persons do not own any securities of the Issuer.

As a result of the matters described in Item 4 above, the Reporting Persons may be deemed to be members of a “group”, within the meaning of Section 13(d)(3) of the Exchange Act, with the Rollover Stockholders. The Reporting Persons do not have affirmative information about any shares that may be beneficially owned by such other persons, other than the 3,454,537 shares of Common Stock reported as beneficially owned by Mr. Raina and the 217,064 shares of Common Stock reported as beneficially owned by the Robin Raina Foundation in the Schedule 13D filed with the SEC on May 3, 2013, and the 3,570,473 shares of Common Stock represented by the Rennes Fondation within the Rollover Agreement to be beneficially owned by the Rennes Fondation as of May 1, 2013. Each Reporting Person hereby disclaims membership in any “group” with any person and disclaims beneficial ownership of any shares of Common Stock that may be or are beneficially owned by, among others, the Rollover Stockholders. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any shares of Common Stock beneficially owned by the Rollover Stockholders for purposes of Section 13(d) of the Exchange Act or for any other purpose.

The Reporting Persons do not affirm the existence of a group and are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act.

In accordance with Securities and Exchange Commission Release No. 34-395538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have investment discretion, and (ii) certain investment entities of which the Goldman Sachs Reporting Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

(b ) Each Reporting Person shares the power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock beneficially owned by such Reporting Person as indicated herein.

(c) Schedule IV sets forth transactions in the Common Stock which were effected from March 1, 2013 through May 1, 2013, all of which were effected in the ordinary course of business of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group. The transactions in the Common Stock described in Schedule IV were effected on The NASDAQ Stock Market, other national security exchanges or the over-the-counter market.

Except as set forth in Schedule IV hereto, no transactions in the Common Stock were effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedule I, Schedule II-A, Schedule II-B, and Schedule II-C hereto, from March 1, 2013 through May 1, 2013.

(d) Except for clients of Goldman Sachs who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock, if any, held in managed accounts, no other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3, 4 and 5 above is incorporated by reference in its entirety into this Item 6.

On February 22, 2013, Goldman Sachs International (“GSI”), an indirect wholly-owned subsidiary of GS Group, entered into a separate cash-settled swap agreement (the “Agreements”) with four different counterparties unaffiliated with GS Group for which the Common Stock is the reference security, with respect to an aggregate of 16,000 shares of Common Stock (3,600, 4,400, 5,600 and 2,400 shares, respectively). The Agreements provide for a payment at maturity by GSI or the relevant counterparty, as applicable, based on changes in the price of the Common Stock and any dividends declared by the Company during the term of the respective position netted against an amount which varies based on changes in interest rates. The Agreements will terminate three business days after February 23, 2015; however, optional early termination may, absent an event of default, be exercised by the respective counterparties at any time. The Agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive power over any securities of the Company. Accordingly, the number of shares of Common Stock stated as beneficially owned by the Reporting Persons in this Schedule 13D does not include any ownership as a result of such Agreements, and the Reporting Persons disclaim any beneficial ownership of any Common Stock covered by the Agreements.

Goldman Sachs, GS Group or their subsidiaries may, from time to time, in the ordinary course of business, including as a broker, dealer, bank or investment advisor, be party to, enter into or unwind certain cash settled equity derivatives or similar contractual arrangements which provide indirect economic exposure to, but do not give Goldman Sachs, GS Group or their subsidiaries direct or indirect voting, investment or dispositive power over, securities of the Issuer and which may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the securities of the Issuer, the relative value of the securities of the Issuer in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which the securities of the Issuer may be included, or a combination of any of the foregoing. Accordingly, the Reporting Persons disclaim any beneficial ownership in the securities that may be referenced in such contracts.

Item 7. Material to Be Filed as Exhibits.

Exhibit 7.01	Agreement and Plan of Merger, dated May 1, 2013, entered into by Parent, Merger Sub and Issuer
Exhibit 7.02	Joint Filing Agreement, dated as of May 10, 2013, by and among the Reporting Persons
Exhibit 7.03	Rollover Letter Agreement, dated as of May 1, 2013, by and between the Rennes Fondation and Parent
Exhibit 7.04	Investment Letter Agreement, dated as of May 1, 2013, by and among Robin Raina, the Robin Raina Foundation and Parent
Exhibit 7.05	Equity Commitment Letter, dated as of May 1, 2013, by and between Parent and Broad Street
Exhibit 7.06	Limited Guaranty, dated as of May 1, 2013, by and between Issuer and Broad Street
Exhibit 7.07	Voting Agreement, dated as of May 1, 2013, by and between the Rennes Fondation and Parent
Exhibit 7.08	Voting Agreement, dated as of May 1, 2013, by and among Robin Raina, the Robin Raina Foundation and Parent
Exhibit 7.09	Credit Facilities Commitment Letter, dated as of May 1, 2013, by and among Merger Sub and the Lenders
Exhibit 7.10	Powers of Attorney

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 10, 2013

THE GOLDMAN SACHS GROUP, INC.

By:

/s/ Kevin P. Treanor

Name: Kevin P. Treanor

Title: Attorney-in-fact

GOLDMAN, SACHS & CO.

By:

/s/ Kevin P. Treanor

Name: Kevin P. Treanor

Title: Attorney-in-fact

BROAD STREET PRINCIPAL

INVESTMENTS, L.L.C.

By:

/s/ Kevin P. Treanor

Name: Kevin P. Treanor

Title: Attorney-in-fact

EXCHANGE PARENT CORP.

By:

/s/ Kevin P. Treanor

Name: Kevin P. Treanor

Title: Attorney-in-fact

EXCHANGE MERGER CORP.

By:

/s/ Kevin P. Treanor

Name: Kevin P. Treanor

Title: Attorney-in-fact

SCHEDULE I

The name of each director of The Goldman Sachs Group, Inc. is set forth below.

The business address of each person listed below is c/o Goldman, Sachs & Co., 200 West Street, New York, NY 10282.

Each person is a citizen of the United States of America except for Claes Dahlback, who is a citizen of Sweden, and Lakshmi N. Mittal, who is a citizen of India. Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.

Name	Present Principal Occupation

Lloyd C. Blankfein	Chairman of the Board and Chief Executive Officer of The Goldman Sachs Group, Inc.

Gary D. Cohn	President and Chief Operating Officer of The Goldman Sachs Group, Inc.

M. Michele Burns	Chief Executive Officer of the Retirement Policy Center

Claes Dahlback	Senior Advisor to Investor AB and Foundation Asset Management

Stephen Friedman	Chairman of Stone Point Capital LLC

William W. George	Professor of Management Practice at the Harvard Business School and Former Chairman and Chief Executive Officer of Medtronic, Inc.

James A. Johnson	Vice Chairman of Perseus LLC

Lakshmi N. Mittal	Chairman and Chief Executive Officer of ArcelorMittal S.A.

Adebayo O. Ogunlesi	Chairman and Managing Partner of Global Infrastructure Partners, LLP

James J. Schiro	Former Chief Executive Officer of Zurich Financial Services

Debora L. Spar	President of Barnard College

Mark Edward Tucker	Executive Director, Group Chief Executive Officer and President of AIA Group Limited

SCHEDULE II-A

The name, position and present principal occupation of each executive officer of Broad Street Principal Investments, L.L.C. are set forth below.

The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282, except as follows: The business address of each of Philippe Camu James R. Garman, Martin A. Hintze, James H. Reynolds, Andrew E. Wolff, Matteo Botto Poala, Richard J. Butland, Matthias Hieber, Steffen Kastner, Philippe H. Lenoble, Peter R. Lyneham, Heather L. Mulahasani, Jan Petzel, Richard Spencer, Michele Titi-Cappelli, Michael M. Furth, and Penny McSpadden is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of each of Stephanie Hui, Sean Fan, Wanlin Liu and Richard Zhu is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of each of Joseph P. DiSabato, Peter J. Perrone and Raheel Zia is 555 California Street, San Francisco, CA 94104. The business address of each of Thomas Ferguson and Patrick Tribolet is 6011 Connection Drive, Irving, TX 75039. The business address of each of Ankur Sahu and Vishal Bakshi is Rational House, 951-A, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025, India. The business address of Steven R. Sher is Level 42, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000, Australia. The business address of each of Tianqing Li, Jean Qing Liu, Richard Zhu is Winland International Center, 7 Finance Street, Xicheng District, Beijing 100033, People’s Republic of China. The business address of each of Mitchell S. Weiss, Jason Levesque and Mark G. Riemann is 30 Hudson Street, Jersey city, NJ 07302-4699.

All executive officers listed below are United States citizens, except as follows: James H. Reynolds is a citizen of France; Adrian M. Jones and Michael M. Furth are citizens of Ireland; Martin Hintze, Steffen Kastner, Jan Petzel and Oliver Thym are citizens of Germany; Julian C. Allen, Richard J. Butland, Stephanie Hui, Heather L. Mulahasani, Steven R. Sher. Richard Spencer and Raheel Zia are citizens of the United Kingdom; Philippe Camu and Philippe H. Lenoble are citizens of Belgium; Matteo Botto Poala and Michele Titi-Cappelli are citizens of Italy; Ankur Sahu, and Vishal Bakshi are citizens of India, Peter Lyneham is a citizen of Australia, Nicole Agnew is a citizen of Canada, Matthias Hieber is a citizen of Austria, Sean Fan is a citizen of the People’s Republic of China and Jean Qing Liu, Wanlin Liu, Tianquing Li and Richard Zhu are citizens of the People’s Republic of China (Hong Kong permanent resident).

Name	Position	Present Principal Occupation

Richard A. Friedman	Director and President	Managing Director of Goldman, Sachs & Co.

Philippe Camu	Vice President	Managing Director of Goldman Sachs International

Thomas G. Connolly	Vice President	Managing Director of Goldman, Sachs & Co.

Jack F. Daly	Vice President	Managing Director of Goldman, Sachs & Co.

Joseph P. DiSabato	Vice President	Managing Director of Goldman, Sachs & Co.

Elizabeth C. Fascitelli	Vice President	Managing Director of Goldman, Sachs & Co.
	and Treasurer

James R. Garman	Vice President	Managing Director of Goldman Sachs International

Bradley J. Gross	Vice President	Managing Director of Goldman, Sachs & Co.

Martin A. Hintze	Vice President	Managing Director of Goldman Sachs International

Stephanie Hui	Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.

Adrian M. Jones	Vice President	Managing Director of Goldman, Sachs & Co.

Alan S. Kava	Vice President	Managing Director of Goldman, Sachs & Co.

Michael E. Koester	Vice President	Managing Director of Goldman, Sachs & Co.

Scott Lebovitz	Vice President	Managing Director of Goldman, Sachs & Co.

Sanjeev K. Mehra	Vice President	Managing Director of Goldman, Sachs & Co.

Kenneth A. Pontarelli	Vice President	Managing Director of Goldman, Sachs & Co.

Sumit Rajpal	Vice President	Managing Director of Goldman, Sachs & Co.

James H. Reynolds	Vice President	Managing Director of Goldman Sachs International

Ankur Sahu	Vice President	Managing Director of Goldman Sachs (India) Securities
		Private Limited

Andrew E. Wolff	Vice President	Managing Director of Goldman Sachs International

Nicole Agnew	Vice President	Managing Director of Goldman, Sachs & Co.

Julian C. Allen	Vice President	Managing Director of Goldman, Sachs & Co.

Vishal Bakshi	Vice President	Managing Director of Goldman Sachs (India) Securities
		Private Limited

Matteo Botto Poala	Vice President	Managing Director of Goldman Sachs International

Richard J. Butland	Vice President	Managing Director of Goldman Sachs International

T.J. Carella	Vice President	Managing Director of Goldman, Sachs & Co.

David Castelblanco	Vice President	Managing Director of Goldman, Sachs & Co.

Christopher A. Crampton	Vice President	Managing Director of Goldman, Sachs & Co.

Sean Fan	Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.

Thomas Ferguson	Vice President	Managing Director of Goldman, Sachs & Co.

Jeffrey M. Fine	Vice President	Managing Director of Goldman, Sachs & Co.

Charles H. Gailliot	Vice President	Managing Director of Goldman, Sachs & Co.

Matthias Hieber	Vice President	Managing Director of Goldman Sachs International

Jonathan Hunt	Vice President	Managing Director of Goldman, Sachs & Co.

Walt Jackson	Vice President	Managing Director of Goldman, Sachs & Co.

Steffen Kastner	Vice President	Managing Director of Goldman Sachs International

Philippe H. Lenoble	Vice President	Managing Director of Goldman Sachs International

Tianqing Li	Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.

Jean Qing Liu	Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.

Wanlin Liu	Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.

Peter R. Lyneham	Vice President	Managing Director of Goldman Sachs International

Heather L. Mulahasani	Vice President	Managing Director of Goldman Sachs International

Eric Muller	Vice President	Managing Director of Goldman, Sachs & Co.

Elizabeth A. Overbay	Vice President	Managing Director of Goldman, Sachs & Co.

Edward Pallesen	Vice President	Managing Director of Goldman, Sachs & Co.

Peter J. Perrone	Vice President	Managing Director of Goldman, Sachs & Co.

Jan Petzel	Vice President	Managing Director of Goldman Sachs International

Steven R. Sher	Vice President	Managing Director of Goldman Sachs Australia Pty Ltd.

Richard Spencer	Vice President	Managing Director of Goldman Sachs International

Michele Titi-Cappelli	Vice President	Managing Director of Goldman Sachs International

Oliver Thym	Vice President	Managing Director of Goldman, Sachs & Co.

Peter Vermette	Vice President	Managing Director of Goldman, Sachs & Co.

Richard Zhu	Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.

Raheel Zia	Vice President	Managing Director of Goldman, Sachs & Co.

John E. Bowman	Vice President	Managing Director of Goldman, Sachs & Co.

Michael M. Furth	Vice President	Managing Director of Goldman Sachs International

Eric Goldstein	Vice President	Managing Director of Goldman, Sachs & Co.
	and Secretary

Penny McSpadden	Vice President	Managing Director of Goldman Sachs International

Laurie E. Schmidt	Vice President	Managing Director of Goldman, Sachs & Co.

Patrick Tribolet	Vice President	Managing Director of Goldman, Sachs & Co.

Anthony Cacioppo	Vice President	Vice President of Goldman, Sachs & Co.

Kathryn Ford	Vice President	Vice President of Goldman, Sachs & Co.

Tracy Sellers	Vice President	Vice President of Goldman, Sachs & Co.

Clayton Wilmer	Vice President	Vice President of Goldman, Sachs & Co.

Mark Lucas	Vice President,	Vice President of Goldman, Sachs & Co.
	Assistant Secretary &
	General Counsel

Mitchell S. Weiss	Vice President &	Managing Director of Goldman, Sachs & Co.
	Assistant Treasurer

Jason Levesque	Vice President &	Vice President of Goldman, Sachs & Co.
	Assistant Treasurer

Mark G. Riemann	Vice President &	Vice President of Goldman, Sachs & Co.
	Assistant Treasurer

SCHEDULE II-B

The name and principal occupation of each member of the Corporate Investment Committee of the Merchant Banking Division of Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing Broad Street Principal Investments, L.L.C. are set forth below.

The business address for each member listed below is c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282, except as follows: The business address of each of Martin A. Hintze, James Reynolds and Andrew E. Wolff is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of each of Stephanie Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Ankur A. Sahu is Rational House, 951-A Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025, India.

All members listed below are United States citizens, except as follows: Stephanie Hui is a citizen of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Martin A. Hintze is a citizen of Germany; and Ankur A. Sahu and Sumit Rajpal are citizens of India.

Name	Present Principal Occupation

Richard A. Friedman	Managing Director of Goldman, Sachs & Co.

Thomas G. Connolly	Managing Director of Goldman, Sachs & Co.

John F. Daly	Managing Director of Goldman, Sachs & Co.

Joe DiSabato	Managing Director of Goldman, Sachs & Co.

Elizabeth C. Fascitelli	Managing Director of Goldman, Sachs & Co.

Joseph H. Gleberman	Managing Director of Goldman, Sachs & Co.

Bradley J. Gross	Managing Director of Goldman, Sachs & Co.

Martin A Hintze	Managing Director of Goldman, Sachs International

Stephanie Hui	Managing Director of Goldman Sachs (Asia) L.L.C.

Adrian M. Jones	Managing Director of Goldman, Sachs & Co.

Michael E. Koester	Managing Director of Goldman, Sachs & Co.

Scott Lebovitz	Managing Director of Goldman, Sachs & Co.

Sanjeev K. Mehra	Managing Director of Goldman, Sachs & Co.

Kenneth A. Pontarelli	Managing Director of Goldman, Sachs & Co.

Sumit Rajpal	Managing Director of Goldman, Sachs & Co.

James Reynolds	Managing Director of Goldman, Sachs International

Ankur A. Sahu	Managing Director of Goldman Sachs (India) Securities Private Limited.

Andrew E. Wolff

Managing Director of Goldman Sachs International

SCHEDULE II-C

The name of the sole director and each executive officer of Exchange Parent Corp. and Exchange Merger Sub are set forth below.

All executive officers listed below are United States citizens, except as follows: Nicole Agnew is a citizen of Canada.

Name	Position	Present Principal Occupation

Sumit Rajpal	President	Managing Director of Goldman, Sachs & Co.

Richard A. Friedman	Vice President	Managing Director of Goldman, Sachs & Co.

Nicole Agnew	Vice President	Managing Director of Goldman, Sachs & Co.

John E. Bowman	Vice President	Managing Director of Goldman, Sachs & Co.

Eric Goldstein	Director, Vice President	Managing Director of Goldman, Sachs & Co.
	& Secretary

Laurie E. Schmidt	Vice President	Managing Director of Goldman, Sachs & Co.

Kathryn Ford	Vice President &	Vice President of Goldman, Sachs & Co.
	Treasurer

Tracy Sellers	Vice President	Vice President of Goldman, Sachs & Co.

Mitchell S. Weiss	Vice President	Managing Director of Goldman, Sachs & Co.

Jason Levesque	Vice President	Vice President of Goldman, Sachs & Co.

Mark G. Riemann	Vice President	Vice President of Goldman, Sachs & Co.

SCHEDULE III

On July 15, 2010, Goldman, Sachs & Co. (“Goldman Sachs”) agreed with the Securities and Exchange Commission (the “SEC”) to settle the SEC’s pending case against Goldman Sachs relating to disclosures in the ABACUS 2007-AC1 CDO offering. Goldman Sachs consented to the entry of a final judgment by the court, which approved the settlement, providing for the payment of penalties and disgorgement totaling $550 million, Goldman Sachs’s implementation of certain remedial measures focused on offerings of mortgage-related securities and an injunction against violating Section 17(a) of the Securities Act of 1933, as amended (the “Securities Act”) in the offer or sale of any security. The conduct of Goldman Sachs alleged in the SEC’s complaint involved an offering of a synthetic collateralized debt obligation, which referenced a portfolio of synthetic residential mortgage-backed securities, by Goldman Sachs or its affiliates to qualified institutional buyers in reliance on the exemption from registration under the Securities Act provided by Rule 144A and to non-U.S. persons in reliance on the safe harbor from registration provided by Regulation S. Specifically, the complaint alleged that the offering materials, in describing the Portfolio Selection Agent for the portfolio of synthetic residential mortgage-backed securities, should have disclosed that the hedge fund assuming the short side of the transaction had played a role in the selection process. In its consent to the judgment, Goldman Sachs acknowledged that it was a mistake not to disclose the role of the hedge fund.

The SEC has alleged that the huddles program of Goldman Sachs – a practice where Goldman Sachs equity research analysts allegedly provided their best trading ideas to Goldman Sachs traders and a select group of Goldman Sachs top clients – created a serious and substantial risk that analysts would share material nonpublic information concerning their published research with Asymmetric Service Initiative (“ASI”) clients and firm traders. The SEC alleged that Goldman Sachs willfully violated Section 15(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by failing to establish, maintain, and enforce adequate policies and procedures to prevent such misuse in light of the risks arising from the huddles and ASI. Without admitting or denying such violations, Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on April 12, 2012 (the “ASI Order”) by the SEC pursuant to which Goldman Sachs (i) shall cease and desist from committing or causing any violations and any future violations of Section 15(g) of the Exchange Act; (ii) is censured; (iii) paid a total civil money penalty of $22 million on April 19, 2012, $11 million of which was paid to the Financial Industry Regulatory Authority in a related proceeding, and $11 million of which was paid to the SEC, and (iv) shall comply with certain other undertakings, including a comprehensive review, including recommendations, of the policies, procedures and practices maintained and implemented by Goldman Sachs pursuant to Section 15(g) of the Exchange Act that relate to the findings of the ASI Order.

Starting in July 2008, Neil M.M. Morrison (“Morrison”) was employed by Goldman Sachs to solicit municipal underwriting business from, among others, the Commonwealth of Massachusetts Treasurer’s Office. From November 2008 to October 2010, Morrison was also substantially engaged in the political campaigns, including the November 2010 Massachusetts gubernatorial campaign, for Timothy P. Cahill (“Cahill”), the then-Treasurer of Massachusetts. Morrison worked on Cahill’s campaign during work hours using firm resources. Morrison also made a secret, undisclosed cash campaign contribution to Cahill. Within two years of Morrison’s contribution, Goldman Sachs engaged in municipal securities business with issuers associated with Cahill as Treasurer and as a candidate for Governor. The SEC alleged that Goldman Sachs’s engagement in municipal securities business with these issuers violated Section 15B(c)(1) of the Exchange Act and MSRB Rule G-37(b), and that Goldman Sachs’s failure to maintain records of and to report in regulatory filings the contributions and campaign work, and to take steps to ensure that the attributed contributions, or campaign work or the conflicts of interest raised by them were disclosed in bond offering documents, violated MSRB Rules G-8, G-9, G-17, G-27 and G-37. Without admitting or denying such violations (except as to the SEC’s jurisdiction over it and the subject matter of the proceedings), Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b), 15B(c)(2) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on September 27, 2012 (the “Morrison Order”). Goldman Sachs agreed to cease and desist from committing or causing any violations and any

future violations of Section 15B(c)(1) of the Exchange Act, MSRB Rule G-37(b), MSRB Rule G-17, MSRB Rule G-27, MSRB Rule G-37(e), MSRB Rule G-8 and MSRB Rule G-9. Goldman Sachs is censured and was required to pay disgorgement of $7,558,942 and prejudgment interest of $670,033. Of the $7,558,942 in disgorgement, $2,120,547 was deemed satisfied by Goldman Sachs’s payment of $1,512,902 to the Commonwealth of Massachusetts and $607,645 to the Massachusetts Water Pollution Abatement Trust in a related action by the Commonwealth of Massachusetts. The remaining $5,438,395 and prejudgment interest of $670,033 was required to be paid to the SEC for remittance to the United States Treasury. Finally, the Morrison Order required Goldman Sachs to pay a civil money penalty in the amount of $3,750,000 to the SEC, of which $1,875,000 was required to be transferred to the MSRB in accordance with Section 15B(c)(9)(A) of the Exchange Act, and of which the remaining $1,875,000 was required to be transferred to the United States Treasury. The disgorgement, prejudgment interest and civil money penalty were all paid in full by submission of a wire to the SEC on October 3, 2012, and by submission of checks to the Commonwealth of Massachusetts and the Massachusetts Water Pollution Abatement Trust on October 4, 2012.

SCHEDULE IV

Security	Purchase (P)/Sale (S)	Shares	Price	Trade Date	Settlement Date
Common Stock	P	100	15.29	3/1/2013	3/6/2013
Common Stock	P	100	15.45	3/1/2013	3/6/2013
Common Stock	P	100	15.42	3/1/2013	3/6/2013
Common Stock	P	643	15.33	3/1/2013	3/6/2013
Common Stock	P	96	15.3	3/1/2013	3/6/2013
Common Stock	P	100	15.4	3/1/2013	3/6/2013
Common Stock	P	29	15.33	3/1/2013	3/6/2013
Common Stock	P	88	15.33	3/1/2013	3/6/2013
Common Stock	S	29	15.33	3/1/2013	3/6/2013
Common Stock	S	88	15.33	3/1/2013	3/6/2013
Common Stock	S	88	15.33	3/1/2013	3/6/2013
Common Stock	S	314	15.33	3/1/2013	3/6/2013
Common Stock	S	314	15.33	3/1/2013	3/6/2013
Common Stock	P	333	15.33	3/1/2013	3/6/2013
Common Stock	P	500	15.33	3/1/2013	3/6/2013
Common Stock	S	29	15.33	3/1/2013	3/6/2013
Common Stock	S	88	15.33	3/1/2013	3/6/2013
Common Stock	P	29	15.28	3/1/2013	3/6/2013
Common Stock	P	100	15.33	3/1/2013	3/6/2013
Common Stock	S	100	15.45	3/1/2013	3/6/2013
Common Stock	P	100	15.45	3/1/2013	3/6/2013
Common Stock	S	200	16.03	3/1/2013	3/6/2013
Common Stock	P	300	16.03	3/1/2013	3/6/2013
Common Stock	S	88	15.33	3/1/2013	3/6/2013
Common Stock	P	329	15.33	3/1/2013	3/6/2013
Common Stock	S	314	15.33	3/1/2013	3/6/2013
Common Stock	P	88	15.33	3/1/2013	3/6/2013
Common Stock	P	314	15.33	3/1/2013	3/6/2013
Common Stock	P	314	15.33	3/1/2013	3/6/2013
Common Stock	S	643	15.33	3/1/2013	3/6/2013
Common Stock	P	104	15.72	3/1/2013	3/6/2013
Common Stock	S	104	15.72	3/1/2013	3/6/2013
Common Stock	P	100	15.55	3/1/2013	3/6/2013
Common Stock	S	333	15.33	3/1/2013	3/6/2013
Common Stock	S	500	15.33	3/1/2013	3/6/2013
Common Stock	P	13	15.56	3/1/2013	3/6/2013
Common Stock	P	100	15.56	3/1/2013	3/6/2013

Security	Purchase (P)/Sale (S)	Shares	Price	Trade Date	Settlement Date
Common Stock	P	200	15.33	3/1/2013	3/6/2013
Common Stock	P	300	15.33	3/1/2013	3/6/2013
Common Stock	S	66	16.04	3/1/2013	3/6/2013
Common Stock	P	66	16.04	3/1/2013	3/6/2013
Common Stock	P	7,968	16.03	3/1/2013	3/6/2013
Common Stock	S	1	15.33	3/1/2013	3/6/2013
Common Stock	S	38	15.33	3/1/2013	3/6/2013
Common Stock	P	100	15.62	3/1/2013	3/6/2013
Common Stock	P	100	15.56	3/1/2013	3/6/2013
Common Stock	P	90	16	3/1/2013	3/6/2013
Common Stock	P	100	15.59	3/1/2013	3/6/2013
Common Stock	P	100	16.1	3/1/2013	3/6/2013
Common Stock	P	100	15.68	3/1/2013	3/6/2013
Common Stock	P	100	15.73	3/1/2013	3/6/2013
Common Stock	P	10	15.57	3/1/2013	3/6/2013
Common Stock	S	300	16.03	3/1/2013	3/6/2013
Common Stock	P	200	16.03	3/1/2013	3/6/2013
Common Stock	P	100	15.45	3/1/2013	3/6/2013
Common Stock	S	97	15.33	3/1/2013	3/6/2013
Common Stock	P	97	15.33	3/1/2013	3/6/2013
Common Stock	P	23	15.33	3/1/2013	3/6/2013
Common Stock	P	38	15.33	3/1/2013	3/6/2013
Common Stock	P	1	15.33	3/1/2013	3/6/2013
Common Stock	S	23	15.33	3/1/2013	3/6/2013
Common Stock	S	700	16.03	3/1/2013	3/6/2013
Common Stock	S	7,968	16.03	3/1/2013	3/6/2013
Common Stock	P	14	15.6	3/1/2013	3/6/2013
Common Stock	P	86	15.6	3/1/2013	3/6/2013
Common Stock	P	100	15.35	3/1/2013	3/6/2013
Common Stock	P	100	15.41	3/1/2013	3/6/2013
Common Stock	P	100	15.61	3/1/2013	3/6/2013
Common Stock	P	100	15.61	3/1/2013	3/6/2013
Common Stock	P	100	15.615	3/1/2013	3/6/2013
Common Stock	P	100	15.64	3/1/2013	3/6/2013
Common Stock	P	100	15.8	3/1/2013	3/6/2013
Common Stock	P	100	15.65	3/1/2013	3/6/2013
Common Stock	P	100	15.7	3/1/2013	3/6/2013
Common Stock	P	100	15.72	3/1/2013	3/6/2013

Security	Purchase (P)/Sale (S)	Shares	Price	Trade Date	Settlement Date
Common Stock	P	100	15.75	3/1/2013	3/6/2013
Common Stock	P	43	15.71	3/1/2013	3/6/2013
Common Stock	P	49	15.54	3/1/2013	3/6/2013
Common Stock	P	51	15.54	3/1/2013	3/6/2013
Common Stock	P	57	15.71	3/1/2013	3/6/2013
Common Stock	P	100	15.31	3/1/2013	3/6/2013
Common Stock	P	100	15.35	3/1/2013	3/6/2013
Common Stock	P	100	15.45	3/1/2013	3/6/2013
Common Stock	P	100	15.53	3/1/2013	3/6/2013
Common Stock	P	100	15.55	3/1/2013	3/6/2013
Common Stock	P	100	15.59	3/1/2013	3/6/2013
Common Stock	P	100	15.59	3/1/2013	3/6/2013
Common Stock	P	100	15.59	3/1/2013	3/6/2013
Common Stock	P	100	15.69	3/1/2013	3/6/2013
Common Stock	P	100	15.73	3/1/2013	3/6/2013
Common Stock	P	100	15.77	3/1/2013	3/6/2013
Common Stock	P	100	15.8	3/1/2013	3/6/2013
Common Stock	P	100	15.41	3/1/2013	3/6/2013
Common Stock	P	100	15.62	3/1/2013	3/6/2013
Common Stock	P	100	15.81	3/1/2013	3/6/2013
Common Stock	P	700	16.03	3/1/2013	3/6/2013
Common Stock	P	100	15.82	3/1/2013	3/6/2013
Common Stock	P	74	15.37	3/1/2013	3/6/2013
Common Stock	P	100	15.7	3/1/2013	3/6/2013
Common Stock	P	314	15.33	3/1/2013	3/6/2013
Common Stock	P	88	15.33	3/1/2013	3/6/2013
Common Stock	S	329	15.33	3/1/2013	3/6/2013
Common Stock	P	153	15.52	3/4/2013	3/7/2013
Common Stock	P	103	15.52	3/4/2013	3/7/2013
Common Stock	S	103	15.52	3/4/2013	3/7/2013
Common Stock	S	100	15.22	3/4/2013	3/7/2013
Common Stock	S	210	15.26	3/4/2013	3/7/2013
Common Stock	S	333	15.285	3/4/2013	3/7/2013
Common Stock	P	15	15.52	3/4/2013	3/7/2013
Common Stock	P	103	15.52	3/4/2013	3/7/2013
Common Stock	P	2,849	15.52	3/4/2013	3/7/2013
Common Stock	S	103	15.52	3/4/2013	3/5/2013
Common Stock	S	15	15.52	3/4/2013	3/7/2013

Security	Purchase (P)/Sale (S)	Shares	Price	Trade Date	Settlement Date
Common Stock	S	2,849	15.52	3/4/2013	3/7/2013
Common Stock	S	15	15.52	3/4/2013	3/7/2013
Common Stock	S	88	15.52	3/4/2013	3/7/2013
Common Stock	S	15	15.52	3/4/2013	3/7/2013
Common Stock	S	2,849	15.52	3/4/2013	3/7/2013
Common Stock	P	3	15.51	3/4/2013	3/7/2013
Common Stock	P	100	15.51	3/4/2013	3/7/2013
Common Stock	P	2,864	15.52	3/4/2013	3/7/2013
Common Stock	P	100	15.44	3/4/2013	3/7/2013
Common Stock	P	100	15.49	3/4/2013	3/7/2013
Common Stock	P	100	15.5	3/4/2013	3/7/2013
Common Stock	P	100	15.52	3/4/2013	3/7/2013
Common Stock	P	100	15.53	3/4/2013	3/7/2013
Common Stock	P	100	15.75	3/4/2013	3/7/2013
Common Stock	S	200	15.48	3/4/2013	3/7/2013
Common Stock	P	48	15.49	3/4/2013	3/7/2013
Common Stock	P	52	15.49	3/4/2013	3/7/2013
Common Stock	P	100	15.47	3/4/2013	3/7/2013
Common Stock	P	15	15.52	3/4/2013	3/7/2013
Common Stock	P	88	15.52	3/4/2013	3/7/2013
Common Stock	S	103	15.52	3/4/2013	3/7/2013
Common Stock	P	153	15.52	3/4/2013	3/7/2013
Common Stock	S	153	15.52	3/4/2013	3/7/2013
Common Stock	P	333	15.285	3/4/2013	3/7/2013
Common Stock	P	7	15.52	3/4/2013	3/7/2013
Common Stock	P	200	15.48	3/4/2013	3/7/2013
Common Stock	P	4	15.49	3/4/2013	3/7/2013
Common Stock	P	12	15.5	3/4/2013	3/7/2013
Common Stock	P	96	15.49	3/4/2013	3/7/2013
Common Stock	P	100	15.48	3/4/2013	3/7/2013
Common Stock	P	100	15.5	3/4/2013	3/7/2013
Common Stock	P	100	15.51	3/4/2013	3/7/2013
Common Stock	P	100	15.51	3/4/2013	3/7/2013
Common Stock	P	100	15.53	3/4/2013	3/7/2013
Common Stock	P	100	15.54	3/4/2013	3/7/2013
Common Stock	P	100	15.69	3/4/2013	3/7/2013
Common Stock	P	100	15.715	3/4/2013	3/7/2013
Common Stock	P	100	15.5	3/4/2013	3/7/2013

Security	Purchase (P)/Sale (S)	Shares	Price	Trade Date	Settlement Date
Common Stock	P	100	15.5	3/4/2013	3/7/2013
Common Stock	P	100	15.55	3/4/2013	3/7/2013
Common Stock	P	50	15.71	3/4/2013	3/7/2013
Common Stock	P	50	15.71	3/4/2013	3/7/2013
Common Stock	P	100	15.45	3/4/2013	3/7/2013
Common Stock	P	100	15.45	3/4/2013	3/7/2013
Common Stock	P	100	15.46	3/4/2013	3/7/2013
Common Stock	P	100	15.48	3/4/2013	3/7/2013
Common Stock	P	100	15.48	3/4/2013	3/7/2013
Common Stock	P	100	15.49	3/4/2013	3/7/2013
Common Stock	P	100	15.5	3/4/2013	3/7/2013
Common Stock	P	100	15.5	3/4/2013	3/7/2013
Common Stock	P	100	15.51	3/4/2013	3/7/2013
Common Stock	P	100	15.52	3/4/2013	3/7/2013
Common Stock	P	100	15.52	3/4/2013	3/7/2013
Common Stock	P	100	15.52	3/4/2013	3/7/2013
Common Stock	P	100	15.53	3/4/2013	3/7/2013
Common Stock	P	100	15.55	3/4/2013	3/7/2013
Common Stock	P	100	15.58	3/4/2013	3/7/2013
Common Stock	P	100	15.59	3/4/2013	3/7/2013
Common Stock	P	100	15.59	3/4/2013	3/7/2013
Common Stock	P	100	15.59	3/4/2013	3/7/2013
Common Stock	P	100	15.6	3/4/2013	3/7/2013
Common Stock	P	100	15.61	3/4/2013	3/7/2013
Common Stock	P	100	15.7	3/4/2013	3/7/2013
Common Stock	P	2	15.5	3/4/2013	3/7/2013
Common Stock	P	100	15.49	3/4/2013	3/7/2013
Common Stock	P	100	15.51	3/4/2013	3/7/2013
Common Stock	P	100	15.71	3/4/2013	3/7/2013
Common Stock	P	100	15.22	3/4/2013	3/7/2013
Common Stock	P	210	15.26	3/4/2013	3/7/2013
Common Stock	P	147,700	15.5179	3/4/2013	3/7/2013
Common Stock	P	100	15.71	3/4/2013	3/7/2013
Common Stock	P	100	15.39	3/4/2013	3/7/2013
Common Stock	S	153	15.52	3/4/2013	3/7/2013
Common Stock	P	541	15.52	3/5/2013	3/8/2013
Common Stock	S	53	15.47	3/5/2013	3/8/2013
Common Stock	S	100	15.5	3/5/2013	3/8/2013

Security	Purchase (P)/Sale (S)	Shares	Price	Trade Date	Settlement Date
Common Stock	S	130	15.52	3/5/2013	3/8/2013
Common Stock	P	130	15.52	3/5/2013	3/8/2013
Common Stock	S	1	15.52	3/5/2013	3/8/2013
Common Stock	S	2	15.52	3/5/2013	3/8/2013
Common Stock	S	53	15.52	3/5/2013	3/8/2013
Common Stock	S	78	15.52	3/5/2013	3/8/2013
Common Stock	S	380	15.52	3/5/2013	3/8/2013
Common Stock	S	564	15.52	3/5/2013	3/8/2013
Common Stock	P	242	15.52	3/5/2013	3/8/2013
Common Stock	P	400	15.51	3/5/2013	3/8/2013
Common Stock	P	130	15.52	3/5/2013	3/8/2013
Common Stock	P	306	15.52	3/5/2013	3/8/2013
Common Stock	P	53	15.54	3/5/2013	3/8/2013
Common Stock	P	100	15.55	3/5/2013	3/8/2013
Common Stock	P	100	15.56	3/5/2013	3/8/2013
Common Stock	P	100	15.56	3/5/2013	3/8/2013
Common Stock	P	100	15.57	3/5/2013	3/8/2013
Common Stock	P	100	15.61	3/5/2013	3/8/2013
Common Stock	P	100	15.69	3/5/2013	3/8/2013
Common Stock	P	100	15.7	3/5/2013	3/8/2013
Common Stock	P	123	15.5101	3/5/2013	3/8/2013
Common Stock	P	127	15.535	3/5/2013	3/8/2013
Common Stock	S	100	15.52	3/5/2013	3/8/2013
Common Stock	S	433	15.52	3/5/2013	3/8/2013
Common Stock	P	541	15.52	3/5/2013	3/8/2013
Common Stock	S	642	15.52	3/5/2013	3/8/2013
Common Stock	P	53	15.52	3/5/2013	3/8/2013
Common Stock	P	78	15.52	3/5/2013	3/8/2013
Common Stock	P	380	15.52	3/5/2013	3/8/2013
Common Stock	S	541	15.52	3/5/2013	3/8/2013
Common Stock	P	564	15.52	3/5/2013	3/8/2013
Common Stock	S	242	15.52	3/5/2013	3/8/2013
Common Stock	S	400	15.51	3/5/2013	3/8/2013
Common Stock	P	7	15.51	3/5/2013	3/8/2013
Common Stock	P	73	15.51	3/5/2013	3/8/2013
Common Stock	P	100	15.51	3/5/2013	3/8/2013
Common Stock	P	100	15.51	3/5/2013	3/8/2013
Common Stock	P	120	15.51	3/5/2013	3/8/2013

Security	Purchase (P)/Sale (S)	Shares	Price	Trade Date	Settlement Date
Common Stock	P	1	15.52	3/5/2013	3/8/2013
Common Stock	P	2	15.52	3/5/2013	3/8/2013
Common Stock	P	25	15.49	3/5/2013	3/8/2013
Common Stock	P	75	15.49	3/5/2013	3/8/2013
Common Stock	P	100	15.56	3/5/2013	3/8/2013
Common Stock	P	100	15.63	3/5/2013	3/8/2013
Common Stock	P	100	15.68	3/5/2013	3/8/2013
Common Stock	P	100	15.51	3/5/2013	3/8/2013
Common Stock	P	100	15.56	3/5/2013	3/8/2013
Common Stock	P	100	15.72	3/5/2013	3/8/2013
Common Stock	P	11	15.52	3/5/2013	3/8/2013
Common Stock	P	29	15.52	3/5/2013	3/8/2013
Common Stock	P	50	15.48	3/5/2013	3/8/2013
Common Stock	P	50	15.48	3/5/2013	3/8/2013
Common Stock	P	71	15.52	3/5/2013	3/8/2013
Common Stock	P	100	15.24	3/5/2013	3/8/2013
Common Stock	P	100	15.3	3/5/2013	3/8/2013
Common Stock	P	100	15.39	3/5/2013	3/8/2013
Common Stock	P	100	15.43	3/5/2013	3/8/2013
Common Stock	P	100	15.46	3/5/2013	3/8/2013
Common Stock	P	100	15.51	3/5/2013	3/8/2013
Common Stock	P	100	15.53	3/5/2013	3/8/2013
Common Stock	P	100	15.54	3/5/2013	3/8/2013
Common Stock	P	100	15.57	3/5/2013	3/8/2013
Common Stock	P	100	15.62	3/5/2013	3/8/2013
Common Stock	P	100	15.68	3/5/2013	3/8/2013
Common Stock	P	100	15.73	3/5/2013	3/8/2013
Common Stock	P	100	15.65	3/5/2013	3/8/2013
Common Stock	P	100	15.32	3/5/2013	3/8/2013
Common Stock	P	100	15.63	3/5/2013	3/8/2013
Common Stock	P	100	15.46	3/5/2013	3/8/2013
Common Stock	P	100	15.5	3/5/2013	3/8/2013
Common Stock	P	100	15.5	3/5/2013	3/8/2013
Common Stock	P	8	15.56	3/5/2013	3/8/2013
Common Stock	P	100	15.48	3/5/2013	3/8/2013
Common Stock	P	100	15.51	3/5/2013	3/8/2013
Common Stock	P	100	15.51	3/5/2013	3/8/2013
Common Stock	P	100	15.54	3/5/2013	3/8/2013

Security	Purchase (P)/Sale (S)	Shares	Price	Trade Date	Settlement Date
Common Stock	P	100	15.57	3/5/2013	3/8/2013
Common Stock	P	100	15.51	3/5/2013	3/8/2013
Common Stock	P	10	15.52	3/5/2013	3/8/2013
Common Stock	P	90	15.52	3/5/2013	3/8/2013
Common Stock	P	100	15.49	3/5/2013	3/8/2013
Common Stock	P	100	15.45	3/5/2013	3/8/2013
Common Stock	P	642	15.52	3/5/2013	3/8/2013
Common Stock	P	433	15.52	3/5/2013	3/8/2013
Common Stock	S	541	15.52	3/5/2013	3/8/2013
Common Stock	S	11,273	15.57	3/6/2013	3/11/2013
Common Stock	P	11,273	15.57	3/6/2013	3/11/2013
Common Stock	S	7	15.385	3/6/2013	3/11/2013
Common Stock	S	242	15.735	3/6/2013	3/11/2013
Common Stock	P	171	15.57	3/6/2013	3/11/2013
Common Stock	S	171	15.57	3/6/2013	3/11/2013
Common Stock	S	1	15.57	3/6/2013	3/11/2013
Common Stock	S	179	15.57	3/6/2013	3/11/2013
Common Stock	P	93	15.57	3/6/2013	3/11/2013
Common Stock	P	258	15.5639	3/6/2013	3/11/2013
Common Stock	S	171	15.57	3/6/2013	3/11/2013
Common Stock	S	100	15.57	3/6/2013	3/11/2013
Common Stock	S	250	15.52	3/6/2013	3/11/2013
Common Stock	P	100	15.52	3/6/2013	3/11/2013
Common Stock	S	180	15.57	3/6/2013	3/11/2013
Common Stock	P	1	15.57	3/6/2013	3/11/2013
Common Stock	P	179	15.57	3/6/2013	3/11/2013
Common Stock	P	242	15.735	3/6/2013	3/11/2013
Common Stock	S	93	15.57	3/6/2013	3/11/2013
Common Stock	S	258	15.5639	3/6/2013	3/11/2013
Common Stock	P	100	15.57	3/6/2013	3/11/2013
Common Stock	P	158	15.56	3/6/2013	3/11/2013
Common Stock	P	7	15.385	3/6/2013	3/11/2013
Common Stock	S	7	15.57	3/6/2013	3/11/2013
Common Stock	S	100	15.52	3/6/2013	3/11/2013
Common Stock	P	250	15.52	3/6/2013	3/11/2013
Common Stock	P	7	15.57	3/6/2013	3/11/2013
Common Stock	S	7	15.57	3/6/2013	3/11/2013
Common Stock	P	180	15.57	3/6/2013	3/11/2013

Security	Purchase (P)/Sale (S)	Shares	Price	Trade Date	Settlement Date
Common Stock	P	1	15.54	3/7/2013	3/12/2013
Common Stock	P	100	15.46	3/7/2013	3/12/2013
Common Stock	P	99	15.525	3/7/2013	3/12/2013
Common Stock	P	100	15.4175	3/7/2013	3/12/2013
Common Stock	P	100	15.63	3/7/2013	3/12/2013
Common Stock	P	322	15.61	3/7/2013	3/12/2013
Common Stock	P	58	15.61	3/7/2013	3/12/2013
Common Stock	S	93	15.605	3/7/2013	3/12/2013
Common Stock	S	99	15.525	3/7/2013	3/12/2013
Common Stock	S	100	15.4175	3/7/2013	3/12/2013
Common Stock	P	1	15.61	3/7/2013	3/12/2013
Common Stock	S	58	15.61	3/7/2013	3/12/2013
Common Stock	P	58	15.61	3/7/2013	3/8/2013
Common Stock	S	1	15.61	3/7/2013	3/12/2013
Common Stock	S	256	15.61	3/7/2013	3/12/2013
Common Stock	P	57	15.61	3/7/2013	3/12/2013
Common Stock	P	200	15.61	3/7/2013	3/12/2013
Common Stock	S	1	15.61	3/7/2013	3/12/2013
Common Stock	S	180	15.61	3/7/2013	3/12/2013
Common Stock	P	322	15.61	3/7/2013	3/12/2013
Common Stock	S	256	15.61	3/7/2013	3/12/2013
Common Stock	P	256	15.61	3/7/2013	3/12/2013
Common Stock	S	322	15.61	3/7/2013	3/12/2013
Common Stock	P	93	15.605	3/7/2013	3/12/2013
Common Stock	S	57	15.61	3/7/2013	3/12/2013
Common Stock	S	200	15.61	3/7/2013	3/12/2013
Common Stock	P	20	15.61	3/7/2013	3/12/2013
Common Stock	P	180	15.61	3/7/2013	3/12/2013
Common Stock	P	11	15.44	3/7/2013	3/12/2013
Common Stock	S	11	15.44	3/7/2013	3/12/2013
Common Stock	P	256	15.61	3/7/2013	3/12/2013
Common Stock	S	322	15.61	3/7/2013	3/12/2013
Common Stock	S	11,273	15.47	3/8/2013	3/13/2013
Common Stock	P	11,273	15.47	3/8/2013	3/13/2013
Common Stock	P	405	15.47	3/8/2013	3/13/2013
Common Stock	S	57	15.685	3/8/2013	3/13/2013
Common Stock	S	142	15.47	3/8/2013	3/13/2013
Common Stock	P	142	15.48	3/8/2013	3/13/2013

Security	Purchase (P)/Sale (S)	Shares	Price	Trade Date	Settlement Date
Common Stock	P	182	15.54	3/8/2013	3/13/2013
Common Stock	P	30	15.47	3/8/2013	3/13/2013
Common Stock	P	50	15.58	3/8/2013	3/13/2013
Common Stock	P	50	15.58	3/8/2013	3/13/2013
Common Stock	S