1 | NAME OF REPORTING PERSON RAMIUS 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 |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON RAMIUS OPTIMUM INVESTMENTS LLC |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON RAMIUS NAVIGATION 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 |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON COWEN OVERSEAS INVESTMENT LP |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON RAMIUS ENTERPRISE 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 |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
1 | NAME OF REPORTING PERSON |
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 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
8 | SHARED VOTING POWER |
9 | SOLE DISPOSITIVE POWER |
10 | SHARED DISPOSITIVE POWER |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 | TYPE OF REPORTING PERSON |
The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned. This Amendment No. 3 amends the Schedule 13D as specifically set forth.
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 Value and Opportunity Master Fund, ROIL and COIL 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, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase cost of the 4,566,900 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, ROIL and COIL is approximately $12,681,988, excluding brokerage commissions.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 91,443,645 Shares outstanding, as of January 31, 2011, 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 February 3, 2011.
A. | Value and Opportunity Master Fund |
| (a) | As of close of the close of business on February 11, 2011, Value and Opportunity Master Fund beneficially owned 4,138,936 Shares. |
Percentage: Approximately 4.5%.
| (b) | 1. Sole power to vote or direct vote: 4,138,936 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 4,138,936 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Value and Opportunity Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on February 11, 2011, Navigation Master Fund did not beneficially own any Shares. |
Percentage: 0.0%.
| (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) | Navigation Master Fund has not entered into any transactions in the Shares during the past 60 days. |
| (a) | As of the close of business on February 11, 2011, ROIL beneficially owned 98,637 Shares. |
Percentage: Less than 1%.
| (b) | 1. Sole power to vote or direct vote: 98,637 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 98,637 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by ROIL during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on February 11, 2011, COIL beneficially owned 329,327 Shares. |
Percentage: Less than 1%.
| (b) | 1. Sole power to vote or direct vote: 329,327 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 329,327 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by COIL during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on February 11, 2011, Enterprise Master Fund did not beneficially own any Shares. |
Percentage: 0.0%.
| (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) | Enterprise Master Fund has not entered into any transactions in the Shares during the past 60 days. |
| (a) | Ramius Advisors, as the managing member of ROIL and the general partner of COIL, may be deemed the beneficial owner of the (i) 98,637 Shares owned by ROIL and (ii) 329,327 Shares owned by COIL. |
Percentage: Less than 1%.
| (b) | 1. Sole power to vote or direct vote: 427,964 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 427,964 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ramius Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of ROIL and COIL are set forth in Schedule A and are incorporated herein by reference. |
G. | Value and Opportunity Advisors |
| (a) | Value and Opportunity Advisors, as the investment manager of Value and Opportunity Master Fund may be deemed the beneficial owner of the 4,138,936 Shares owned by Value and Opportunity Master Fund. |
Percentage: Approximately 4.5%.
| (b) | 1. Sole power to vote or direct vote: 4,138,936 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 4,138,936 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Value and Opportunity Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference. |
| (a) | Ramius, as the sole member of each of Value and Opportunity Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 4,138,936 Shares owned by Value and Opportunity Master Fund, (ii) 98,637 Shares owned by ROIL and (iii) 329,327 Shares owned by COIL. |
Percentage: Approximately 4.99%.
| (b) | 1. Sole power to vote or direct vote: 4,566,900 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 4,566,900 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ramius has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference. |
| (a) | Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 4,138,936 Shares owned by Value and Opportunity Master Fund, (ii) 98,637 Shares owned by ROIL and (iii) 329,327 Shares owned by COIL. |
Percentage: Approximately 4.99%.
| (b) | 1. Sole power to vote or direct vote: 4,566,900 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 4,566,900 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Cowen has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference. |
| (a) | RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 4,138,936 Shares owned by Value and Opportunity Master Fund, (ii) 98,637 Shares owned by ROIL and (iii) 329,327 Shares owned by COIL. |
Percentage: Approximately 4.99%.
| (b) | 1. Sole power to vote or direct vote: 4,566,900 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 4,566,900 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | RCG Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference. |
| (a) | C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 4,138,936 Shares owned by Value and Opportunity Master Fund, (ii) 98,637 Shares owned by ROIL and (iii) 329,327 Shares owned by COIL. |
Percentage: Approximately 4.99%.
| (b) | 1. Sole power to vote or direct vote: 4,566,900 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 4,566,900 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | C4S has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference. |
L. | Messrs. Cohen, Stark, Strauss and Solomon |
| (a) | Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 4,138,936 Shares owned by Value and Opportunity Master Fund, (ii) 98,637 Shares owned by ROIL and (iii) 329,327 Shares owned by COIL. |
Percentage: Approximately 4.99%.
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 4,566,900 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 4,566,900 |
| (c) | None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | As of February 11, 2011, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer. |
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: February 11, 2011
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD By: Ramius Value and Opportunity Advisors LLC, its investment manager RAMIUS NAVIGATION MASTER FUND LTD By: Ramius Advisors, LLC, its investment advisor RAMIUS ENTERPRISE MASTER FUND LTD By: Ramius Advisors, LLC, its investment advisor RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC By: Ramius LLC, its sole member RAMIUS OPTIMUM INVESTMENTS LLC By: Ramius Advisors, LLC, its managing member | COWEN OVERSEAS INVESTMENT LP By: Ramius Advisors, LLC, its general partner RAMIUS ADVISORS, LLC By: Ramius LLC, its sole member RAMIUS LLC By: Cowen Group, Inc., its sole member COWEN GROUP, INC. RCG HOLDINGS LLC By: C4S & Co., L.L.C., its managing member C4S & CO., L.L.C. |
|
|
By: | |
| Name: | Owen S. Littman |
| Title: | Authorized Signatory |
|
OWEN S. LITTMAN |
As attorney-in-fact for Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss |
SCHEDULE A
Transactions in the Shares During the Past 60 Days
Shares of Common Stock (Sold) | Price Per Share($) | Date of Sale |
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
(31,901) | | 3.1048 | 12/16/2010 |
(58,727) | | 3.1330 | 12/17/2010 |
(21,841) | | 3.1536 | 12/20/2010 |
(23,473) | | 3.1758 | 12/21/2010 |
(39,514) | | 4.0924 | 2/09/2011 |
(13,941) | | 4.0000 | 2/10/2011 |
(113,286) | | 4.0000 | 2/11/2011 |
(121,872) | | 4.0091 | 2/11/2011 |
RAMIUS OPTIMUM INVESTMENTS LLC
(761) | | 3.1048 | 12/16/2010 |
(1,400) | | 3.1330 | 12/17/2010 |
(521) | | 3.1536 | 12/20/2010 |
(559) | | 3.1758 | 12/21/2010 |
(942) | | 4.0924 | 2/09/2011 |
(333) | | 4.0000 | 2/10/2011 |
(2,700) | | 4.0000 | 2/11/2011 |
(2,905) | | 4.0091 | 2/11/2011 |
COWEN OVERSEAS INVESTMENT LP
(2,538) | | 3.1048 | 12/16/2010 |
(4,673) | | 3.1330 | 12/17/2010 |
(1,738) | | 3.1536 | 12/20/2010 |
(1,868) | | 3.1758 | 12/21/2010 |
(3,144) | | 4.0924 | 2/09/2011 |
(1,109) | | 4.0000 | 2/10/2011 |
(9,014) | | 4.0000 | 2/11/2011 |
(9,697) | | 4.0091 | 2/11/2011 |