The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by LionEye Master Fund and held in the LionEye Capital Management Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted on Schedule A. The aggregate purchase price of the 1,980,009 Shares beneficially owned by LionEye Master Fund is approximately $21,180,259, including brokerage commissions. The aggregate purchase price of the 1,489,661 Shares held in the LionEye Capital Management Accounts is approximately $16,095,305, including brokerage commissions.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 49,970,649 Shares outstanding as of July 31, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2014.
| (a) | As of the close of business on August 18, 2014, LionEye Master Fund beneficially owned 1,980,009 Shares. |
Percentage: Approximately 4.0%
| (b) | 1. Sole power to vote or direct vote: 1,980,009 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,980,009 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by LionEye Master Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
B. | LionEye Capital Management |
| (a) | As of the close of business on August 18, 2014, 1,489,661 Shares were held in the LionEye Capital Management Accounts. LionEye Capital Management, as the investment manager of LionEye Master Fund and the LionEye Capital Management Accounts, may be deemed the beneficial owner of the (i) 1,980,009 Shares owned by LionEye Master Fund and (ii) 1,489,661 Shares held in the LionEye Capital Management Accounts. |
Percentage: Approximately 6.9%
| (b) | 1. Sole power to vote or direct vote: 3,469,670 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,469,670 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by LionEye Capital Management through the LionEye Capital Management Accounts and on behalf of LionEye Master Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
C. | Messrs. Raneri and Rosen |
| (a) | Each of Messrs. Raneri and Rosen, as a managing member of LionEye Capital Management, may be deemed the beneficial owner of the (i) 1,980,009 Shares owned by LionEye Master Fund and (ii) 1,489,661 Shares held in the LionEye Capital Management Accounts. |
Percentage: Approximately 6.9%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 3,469,670 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 3,469,670 |
| (c) | None of Messrs. Raneri or Rosen has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of LionEye Master Fund and through the LionEye Capital Management Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 19, 2014
| LionEye Master Fund Ltd |
| |
| |
| By: | /s/ Stephen Raneri |
| | Name: | Stephen Raneri |
| | Title: | Director |
| LionEye Capital Management LLC |
| |
| |
| By: | /s/ Stephen Raneri |
| | Name: | Stephen Raneri |
| | Title: | Managing Member |
| /s/ Stephen Raneri |
| Stephen Raneri |
| /s/ Arthur Rosen |
| Arthur Rosen |
SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Shares of Common Stock Purchased / (Sold) | Price Per Share($) | Date of Purchase / Sale |
LIONEYE MASTER FUND LTD |
28,596 | | 10.55000 | | 06/16/2014 |
(31,594 | ) | 10.90984 | | 07/01/2014 |
3,480 | | 10.25039 | | 07/08/2014 |
4,330 | | 10.25058 | | 07/10/2014 |
15,291 | | 10.26163 | | 07/11/2014 |
691 | | 10.30685 | | 07/15/2014 |
2,225 | | 10.25708 | | 07/16/2014 |
4,080 | | 10.15333 | | 07/17/2014 |
2,448 | | 10.05667 | | 07/21/2014 |
1,995 | | 10.11000 | | 07/28/2014 |
62,147 | * | 10.07000 | | 08/01/2014 |
11,805 | | 10.08000 | | 08/01/2014 |
57,003 | | 9.80000 | | 08/04/2014 |
71,396 | | 9.90600 | | 08/06/2014 |
28,558 | | 9.47000 | | 08/07/2014 |
2,950 | | 9.41000 | | 08/07/2014 |
12,759 | | 9.52000 | | 08/08/2014 |
11,413 | | 9.23000 | | 08/14/2014 |
285 | | 8.89000 | | 08/15/2014 |
239,920 | | 8.70000 | | 08/15/2014 |
LIONEYE CAPITAL MANAGEMENT LLC
(Through the LionEye Capital Management Accounts)
48 | | 10.55000 | | 06/16/2014 |
21,356 | | 10.55000 | | 06/16/2014 |
(8,701 | ) | 10.90984 | | 07/01/2014 |
(4,968 | ) | 10.90984 | | 07/01/2014 |
45,800 | | 10.90959 | | 07/01/2014 |
(537 | ) | 10.90984 | | 07/01/2014 |
739 | | 10.25039 | | 07/08/2014 |
586 | | 10.25039 | | 07/08/2014 |
780 | | 10.25039 | | 07/08/2014 |
854 | | 10.25039 | | 07/08/2014 |
____________________
* Represents an internal transfer of Shares to LionEye Master Fund from the LionEye Capital Management Accounts.
720 | | 10.25058 | | 07/10/2014 |
799 | | 10.25058 | | 07/10/2014 |
805 | | 10.25058 | | 07/10/2014 |
3,226 | | 10.26163 | | 07/11/2014 |
2,326 | | 10.26163 | | 07/11/2014 |
3,231 | | 10.26163 | | 07/11/2014 |
3,682 | | 10.26163 | | 07/11/2014 |
147 | | 10.30685 | | 07/15/2014 |
115 | | 10.30685 | | 07/15/2014 |
148 | | 10.30685 | | 07/15/2014 |
168 | | 10.30685 | | 07/15/2014 |
475 | | 10.25708 | | 07/16/2014 |
372 | | 10.25708 | | 07/16/2014 |
475 | | 10.25708 | | 07/16/2014 |
542 | | 10.25708 | | 07/16/2014 |
872 | | 10.15333 | | 07/17/2014 |
682 | | 10.15333 | | 07/17/2014 |
871 | | 10.15333 | | 07/17/2014 |
995 | | 10.15333 | | 07/17/2014 |
523 | | 10.05667 | | 07/21/2014 |
409 | | 10.05667 | | 07/21/2014 |
523 | | 10.05667 | | 07/21/2014 |
597 | | 10.05667 | | 07/21/2014 |
426 | | 10.11000 | | 07/28/2014 |
334 | | 10.11000 | | 07/28/2014 |
426 | | 10.11000 | | 07/28/2014 |
487 | | 10.11000 | | 07/28/2014 |
(23,282 | )** | 10.07000 | | 08/01/2014 |
2,242 | | 10.08000 | | 08/01/2014 |
(1 | ) | 10.08000 | | 08/01/2014 |
(15,155 | )** | 10.07000 | | 08/01/2014 |
1,779 | | 10.08000 | | 08/01/2014 |
(1 | ) | 10.08000 | | 08/01/2014 |
(18,405 | ) | 10.08000 | | 08/01/2014 |
(23,710 | )** | 10.07000 | | 08/01/2014 |
2,581 | | 10.08000 | | 08/01/2014 |
10,829 | | 9.80000 | | 08/04/2014 |
8,586 | | 9.80000 | | 08/04/2014 |
10,918 | | 9.80000 | | 08/04/2014 |
12,464 | | 9.80000 | | 08/04/2014 |
13,561 | | 9.90600 | | 08/06/2014 |
10,754 | | 9.90600 | | 08/06/2014 |
13,678 | | 9.90600 | | 08/06/2014 |
15,611 | | 9.90600 | | 08/06/2014 |
____________________
** Represents an internal transfer of Shares from the LionEye Capital Management Accounts to LionEye Master Fund.
5,426 | | 9.47000 | | 08/07/2014 |
561 | | 9.41000 | | 08/07/2014 |
4,301 | | 9.47000 | | 08/07/2014 |
444 | | 9.41000 | | 08/07/2014 |
5,471 | | 9.47000 | | 08/07/2014 |
565 | | 9.41000 | | 08/07/2014 |
6,244 | | 9.47000 | | 08/07/2014 |
645 | | 9.41000 | | 08/07/2014 |
3,130 | | 9.52000 | | 08/08/2014 |
3,078 | | 9.52000 | | 08/08/2014 |
3,347 | | 9.52000 | | 08/08/2014 |
2,686 | | 9.52000 | | 08/08/2014 |
2,173 | | 9.23000 | | 08/14/2014 |
1,727 | | 9.23000 | | 08/14/2014 |
2,192 | | 9.23000 | | 08/14/2014 |
2,495 | | 9.23000 | | 08/14/2014 |
54 | | 8.89000 | | 08/15/2014 |
45,674 | | 8.70000 | | 08/15/2014 |
43 | | 8.89000 | | 08/15/2014 |
36,297 | | 8.70000 | | 08/15/2014 |
56 | | 8.89000 | | 08/15/2014 |
46,088 | | 8.70000 | | 08/15/2014 |
62 | | 8.89000 | | 08/15/2014 |
52,444 | | 8.70000 | | 08/15/2014 |