The following constitutes Amendment No. 13 to the Schedule 13D filed by the undersigned (“Amendment No. 13”). This Amendment No. 13 amends the Schedule 13D as specifically set forth herein.
Item 2. | Identity and Background. |
Item 2 is hereby amended to read as follows:
The address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard Delta LLC, Starboard Leaders Fund, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, Starboard A LP, Starboard A GP, Starboard R LP, Starboard R GP and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017.
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 each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and held in the Starboard Value LP 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, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,535,767 Shares beneficially owned by Starboard V&O Fund is approximately $122,894,450, excluding brokerage commissions. The aggregate purchase price of the 580,066 Shares beneficially owned by Starboard S LLC is approximately $28,306,543, excluding brokerage commissions. The aggregate purchase price of the 317,952 Shares beneficially owned by Starboard C LP is approximately $15,479,357, excluding brokerage commissions. The aggregate purchase price of the 3,457,025 Shares beneficially owned by Starboard Delta LLC is approximately $162,926,853, excluding brokerage commissions. The aggregate purchase price of the 4,744,190 Shares held in the Starboard Value LP Accounts is approximately $240,321,755, excluding brokerage commissions.
The Shares purchased by each of Messrs. Blum, Sonsteby, Mock, Miller, Fogarty, Lenehan, Nowell and Stillman and by each of Ms. Betsy Atkins, Ms. Shân Atkins and Misses Birch and Jamison, were purchased in the open market with personal funds. The aggregate purchase price of the 2,250 Shares owned directly by Mr. Blum is approximately $109,568, including brokerage commissions. The aggregate purchase price of the 3,000 Shares owned directly by Mr. Sonsteby is approximately $146,211.45, including brokerage commissions. The aggregate purchase price of the 1,318 Shares owned directly by Mr. Mock is approximately $64,541, including brokerage commissions. The aggregate purchase price of the 1,000 Shares owned directly by Mr. Miller is approximately $49,918, including brokerage commissions. The aggregate purchase price of the 200 Shares owned directly by Ms. Betsy Atkins is approximately $10,108, including brokerage commissions. The aggregate purchase price of the 150 Shares owned directly by Ms. Shân Atkins is approximately $7,545, including brokerage commissions. The aggregate purchase price of the 450 Shares owned directly by Ms. Birch is approximately $22,040.60, including brokerage commissions. The aggregate purchase price of the 1,990 Shares owned directly by Mr. Fogarty is approximately $99,639, excluding brokerage commissions. The aggregate purchase price of the 420 Shares owned directly by Ms. Jamison is approximately $20,435.35, excluding brokerage commissions. The aggregate purchase price of the 1,108 Shares owned directly by Mr. Lenehan is approximately $55,086, including brokerage commissions. The aggregate purchase price of the 400 Shares owned directly by Mr. Nowell is approximately $19,632.40, including brokerage commissions. The aggregate purchase price of the 100 Shares owned directly by Mr. Stillman is approximately $4,997, including brokerage commissions.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a) - 5(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 132,314,493 Shares outstanding, as of May 25, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 18, 2014.
| (a) | As of the close of business on August 7, 2014, Starboard V&O Fund beneficially owned 2,535,767 Shares. |
Percentage: Approximately 1.9%
| (b) | 1. Sole power to vote or direct vote: 2,535,767 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,535,767 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard V&O Fund has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | As of the close of business on August 7, 2014, Starboard S LLC beneficially owned 580,066 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 580,066 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 580,066 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard S LLC has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | As of the close of business on August 7, 2014, Starboard C LP beneficially owned 317,952 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 317,952 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 317,952 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard C LP has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 317,952 shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 317,952 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 317,952 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 317,952 shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 317,952 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 317,952 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R GP has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | As of the close of business on August 7, 2014, Starboard Delta LLC beneficially owned 3,457,025 Shares. |
Percentage: Approximately 2.6%
| (b) | 1. Sole power to vote or direct vote: 3,457,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,457,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard Delta LLC since the filing of Amendment No. 12 to the Schedule 13D are set forth on Schedule A and are incorporated by reference herein. |
| (a) | Starboard Leaders Fund, as a member of Starboard Delta LLC, may be deemed the beneficial owner of the 3,457,025 shares owned by Starboard Delta LLC. |
Percentage: Approximately 2.6%
| (b) | 1. Sole power to vote or direct vote: 3,457,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,457,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Leaders Fund has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 12 to the Schedule 13D are set forth on Schedule A and are incorporated by reference herein. |
| (a) | Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard Delta LLC, may be deemed the beneficial owner of the 3,457,025 shares owned by Starboard Delta LLC. |
Percentage: Approximately 2.6%
| (b) | 1. Sole power to vote or direct vote: 3,457,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,457,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard A LP has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 12 to the Schedule 13D are set forth on Schedule A and are incorporated by reference herein. |
| (a) | Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 3,457,025 shares owned by Starboard Delta LLC. |
Percentage: Approximately 2.6%
| (b) | 1. Sole power to vote or direct vote: 3,457,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,457,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard A GP has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 12 to the Schedule 13D are set forth on Schedule A and are incorporated by reference herein. |
| (a) | As of the close of business on August 7, 2014, 4,744,190 Shares were held in the Starboard Value LP Accounts. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Delta LLC and the Starboard Value LP Accounts and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 2,535,767 Shares owned by Starboard V&O Fund, (ii) 580,066 Shares owned by Starboard S LLC, (iii) 317,952 Shares owned by Starboard C LP, (iv) 3,457,025 Shares owned by Starboard Delta LLC and (v) 4,744,190 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 8.8%
| (b) | 1. Sole power to vote or direct vote: 11,635,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 11,635,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value LP has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 12 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 2,535,767 Shares owned by Starboard V&O Fund, (ii) 580,066 Shares owned by Starboard S LLC, (iii) 317,952 Shares owned by Starboard C LP, (iv) 3,457,025 Shares owned by Starboard Delta LLC and (v) 4,744,190 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 8.8%
| (b) | 1. Sole power to vote or direct vote: 11,635,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 11,635,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 12 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 2,535,767 Shares owned by Starboard V&O Fund, (ii) 580,066 Shares owned by Starboard S LLC, (iii) 317,952 Shares owned by Starboard C LP, (iv) 3,457,025 Shares owned by Starboard Delta LLC and (v) 4,744,190 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 8.8%
| (b) | 1. Sole power to vote or direct vote: 11,635,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 11,635,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 12 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 2,535,767 Shares owned by Starboard V&O Fund, (ii) 580,066 Shares owned by Starboard S LLC, (iii) 317,952 Shares owned by Starboard C LP, (iv) 3,457,025 Shares owned by Starboard Delta LLC and (v) 4,744,190 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 8.8%
| (b) | 1. Sole power to vote or direct vote: 11,635,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 11,635,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 12 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
N. | Messrs. Smith, Mitchell and Feld |
| (a) | Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 2,535,767 Shares owned by Starboard V&O Fund, (ii) 580,066 Shares owned by Starboard S LLC, (iii) 317,952 Shares owned by Starboard C LP, (iv) 3,457,025 Shares owned by Starboard Delta LLC and (v) 4,744,190 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 8.8%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 11,635,000 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 11,635,000 |
| (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 12 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on August 7, 2014, Mr. Blum directly owned 2,250 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 2,250 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,250 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Blum has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | As of the close of business on August 7, 2014, Mr. Sonsteby directly owned 3,000 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 3,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Sonsteby has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | As of the close of business on August 7, 2014, Mr. Mock directly owned 1,318 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,318 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,318 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Mock has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | As of the close of business on August 7, 2014, Mr. Miller directly owned 1,000 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Miller has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | As of the close of business on August 7, 2014, Ms. Betsy Atkins directly owned 200 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 200 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 200 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ms. Atkins has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | As of the close of business on August 7, 2014, Ms. Shân Atkins directly owned 150 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 150 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 150 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ms. Atkins has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | As of the close of business on August 7, 2014, Ms. Birch directly owned 450 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 450 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 450 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ms. Birch has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
V. Mr. Fogarty
| (a) | As of the close of business on August 7, 2014, Mr. Fogarty directly owned 1,990 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,990 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,990 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Fogarty has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | As of the close of business on August 7, 2014, Ms. Jamison directly owned 420 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 420 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 420 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ms. Jamison has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | As of the close of business on August 7, 2014, Mr. Lenehan directly owned 1,108 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,108 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,108 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Lenehan has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
Y. Mr. Nowell
| (a) | As of the close of business on August 7, 2014, Mr. Nowell directly owned 400 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 400 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 400 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Nowell has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
| (a) | As of the close of business on August 7, 2014, Mr. Stillman directly owned 100 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 100 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 100 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Stillman has not entered into any transactions in the Shares since the filing of Amendment No. 12 to the Schedule 13D. |
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, her or its pecuniary interest therein.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On July 24, 2014, Starboard Delta LLC purchased in the over the counter market American-style call options referencing an aggregate of 100,000 Shares, which have an exercise price of $6.7344 per Share and expire on July 24, 2015. Also on July 24, 2014, Starboard Delta LLC sold in the over the counter market European-style put options referencing an aggregate of 100,000 Shares at an exercise price of $6.7344 per Share, which expire on July 24, 2015.
On July 29, 2014, Starboard Delta LLC purchased in the over the counter market American-style call options referencing an aggregate of 500,000 Shares, which have an exercise price of $6.9937 per Share and expire on July 29, 2015. Also on July 29, 2014, Starboard Delta LLC sold in the over the counter market European-style put options referencing an aggregate of 500,000 Shares at an exercise price of $6.9937 per Share, which expire on July 29, 2015.
On July 30, 2014, Starboard Delta LLC purchased in the over the counter market American-style call options referencing an aggregate of 350,000 Shares, which have an exercise price of $6.9688 per Share and expire on July 30, 2015. Also on July 30, 2014, Starboard Delta LLC sold in the over the counter market European-style put options referencing an aggregate of 350,000 Shares at an exercise price of $6.9688 per Share, which expire on July 30, 2015.
On July 31, 2014, Starboard Delta LLC purchased in the over the counter market American-style call options referencing an aggregate of 75,000 Shares, which have an exercise price of $6.9988 per Share and expire on July 31, 2015. Also on July 31, 2014, Starboard Delta LLC sold in the over the counter market European-style put options referencing an aggregate of 75,000 Shares at an exercise price of $6.9988 per Share, which expire on July 31, 2015.
On August 1, 2014, Starboard Delta LLC purchased in the over the counter market American-style call options referencing an aggregate of 50,000 Shares, which have an exercise price of $6.9735 per Share and expire on August 3, 2015. Also on August 1, 2014, Starboard Delta LLC sold in the over the counter market European-style put options referencing an aggregate of 50,000 Shares at an exercise price of $6.9735 per Share, which expire on August 3, 2015.
On August 6, 2014, Starboard Delta LLC exercised all American-style call options described in Amendment No. 12 to the Schedule 13D and this Amendment No. 13 to the Schedule 13D and thereby acquired 1,725,000 Shares in the aggregate. On August 6, 2014, upon exercise of such call options, all European-style put options described in Amendment No. 12 to the Schedule 13D and this Amendment No. 13 to the Schedule 13D terminated in accordance with their terms.
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.
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 12 to the Schedule 13D
Nature of the Transaction | Amount of Securities Purchased/(Sold) | Price Per Share | Date of Purchase/Sale |
STARBOARD LEADERS DELTA LLC
Purchase of Call Options | 100,000* | 38.1417** | 07/24/2014 |
Sale of Put Options | (100,000)^ | 0.0100^^ | 07/24/2014 |
Purchase of Call Options | 500,000* | 39.6109** | 07/29/2014 |
Sale of Put Options | (500,000)^ | 0.0100^^ | 07/29/2014 |
Purchase of Call Options | 350,000* | 39.4796** | 07/30/2014 |
Sale of Put Options | (350,000)^ | 0.0100^^ | 07/30/2014 |
Purchase of Call Options | 75,000* | 39.4796** | 07/31/2014 |
Sale of Put Options | (75,000)^ | 0.0100^^ | 07/31/2014 |
Purchase of Call Options | 50,000* | 39.5265** | 08/01/2014 |
Sale of Put Options | (50,000)^ | 0.0100^^ | 08/01/2014 |
Exercise of Call Options | 150,000# | 6.6414## | 08/06/2014 |
Exercise of Call Options | 500,000# | 6.6726## | 08/06/2014 |
Exercise of Call Options | 100,000# | 6.7344## | 08/06/2014 |
Exercise of Call Options | 500,000# | 6.9937## | 08/06/2014 |
Exercise of Call Options | 350,000# | 6.9688## | 08/06/2014 |
Exercise of Call Options | 75,000# | 6.9988## | 08/06/2014 |
Exercise of Call Options | 50,000# | 6.9735## | 08/06/2014 |
___________________
* Represents shares underlying American-style call options purchased in the over the counter market. These call options expire on July 24, 2015, July 29, 2015, July 30, 2015, July 31, 2015, and August 3, 2015, respectively. On August 6, 2014, Starboard Leaders Delta LLC exercised all of its call options and thereby acquired 1,725,000 shares of Common Stock that were underlying such call options.
** This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of these call options is $6.7344, $6.9937, $6.9688, $6.9988, and $6.9735, respectively. On August 6, 2014, Starboard Leaders Delta LLC exercised all of its call options and thereby acquired 1,725,000 shares of Common Stock that were underlying such call options.
^ Represents shares underlying European-style put options sold in the over the counter market. These put options expire on July 24, 2015, July 29, 2015, July 30, 2015, July 31, 2015, and August 3, 2015, respectively. On August 6, 2014, upon exercise of all the call options, all of Starboard Leaders Delta LLC’s put options terminated in accordance with their terms.
^^ This amount represents the proceeds received from an applicable European-style put option to sell one Share. The per share exercise price of these put options is $6.7344, $6.9937, $6.9688, $6.9988, and $6.9735, respectively. On August 6, 2014, upon exercise of all the call options, all of Starboard Leaders Delta LLC’s put options terminated in accordance with their terms.
# Represents Shares acquired upon exercising American-style call options purchased in the over the counter market. These call options would have expired on July 22, 2015, July 23, 2015, July 24, 2015, July 29, 2015, July 30, 2015, July 31, 2015, and August 3, 2015, respectively.
## Represents the per share exercise price of the underlying American-style call options.