The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item 1. | Security and Issuer. |
This statement relates to the common stock, no par value per share (the “Shares”), of Darden Restaurants, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 1000 Darden Center Drive, Orlando, Florida 32837.
Item 2. | Identity and Background. |
(a) This statement is filed by:
| (i) | Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it; |
| (ii) | Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it; |
| (iii) | Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it; |
| (iv) | Starboard Leaders Delta LLC, a Delaware limited liability company (“Delta LLC”), with respect to the Shares directly and beneficially owned by it; |
| (v) | Starboard Leaders Fund LP (“Leaders Fund”), as a member of Delta LLC; |
| (vi) | Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Delta LLC and Leaders Fund and of certain managed accounts (the “Starboard Value LP Accounts”) and the manager of Starboard S LLC; |
| (vii) | Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP; |
| (viii) | Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP; |
| (ix) | Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co; |
| (x) | Starboard Value A LP (“Starboard A LP”), as the general partner of Leaders Fund and the managing member of Delta LLC; |
| (xi) | Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A LP; |
| (xii) | Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP; |
| (xiii) | Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP; |
| (xiv) | Jeffrey C. Smith, 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; |
| (xv) | Mark R. Mitchell, 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; and |
| (xvi) | Peter A. 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. |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of Starboard S LLC, Starboard C LP, Delta LLC, 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 830 Third Avenue, 3rd Floor, New York, New York 10022. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.
(c) The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard C LP and Delta LLC have been formed for the purpose of investing in securities and engaging in all related activities and transactions. The principal business of Leaders Fund is serving as a private investment partnership. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Delta LLC, Leaders Fund and the Starboard Value LP Accounts and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard A LP serves as the general partner of Leaders Fund and the managing member of Delta LLC. Starboard A GP serves as the general partner of Starboard A LP. Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP. Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.
(d) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been 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.
(f) Messrs. Smith, Mitchell and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.
Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and 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 B, which is incorporated by reference herein. The aggregate purchase price of the 1,161,790 Shares beneficially owned by Starboard V&O Fund is approximately $58,138,664, excluding brokerage commissions. The aggregate purchase price of the 281,286 Shares beneficially owned by Starboard S LLC is approximately $14,190,082, excluding brokerage commissions. The aggregate purchase price of the 172,625 Shares beneficially owned by Starboard C LP is approximately $8,639,164, excluding brokerage commissions. The aggregate purchase price of the 1,272,025 Shares beneficially owned by Delta LLC is approximately $63,994,632, excluding brokerage commissions. The aggregate purchase price of the 4,362,274 Shares held in the Starboard Value LP Accounts is approximately $222,345,618, excluding brokerage commissions.
Item 4. Purpose of Transaction.
Starboard Value LP, together with its affiliates (“Starboard”), invested in the Issuer based on Starboard’s belief that the Issuer is deeply undervalued and represents an attractive investment opportunity. Starboard believes that opportunities exist within the control of the Issuer’s management and the board of directors (the “Board”) to take actions that would create significant value for the benefit of all shareholders. Starboard has conducted extensive research on the Issuer and has reviewed the plan presented to shareholders on December 19, 2013, including the proposed separation of the Issuer’s Red Lobster business. Starboard has also reviewed the Issuer’s second quarter fiscal year 2014 financial results. Starboard believes that the plan outlined by management falls significantly short of the actions required to maximize shareholder value. Further, Starboard is disappointed with the continued poor financial performance of the Issuer. Starboard intends to closely monitor developments at the Issuer and engage in discussions with the Issuer, including discussions with members of management and the Board, as well as with other shareholders and interested parties. Starboard may make recommendations regarding corporate strategy, capital allocation, financial performance, and Board composition. Specifically, Starboard believes there is a significant opportunity to dramatically improve the operating performance at the Issuer, as well as opportunities to realize substantial value from the Issuer’s real estate holdings and to explore other strategic options available to the Issuer to maximize shareholder value, including alternative business sale or separation transactions.
Depending upon overall market conditions, other investment opportunities available to Starboard, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, Starboard may endeavor to increase or decrease its position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as Starboard may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Starboard intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, Starboard may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation and in addition to the actions outlined above, making proposals to the Issuer concerning changes to the capitalization, ownership structure, or operations of the Issuer, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing its intention with respect to any and all matters referred to in Item 4.
Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 130,568,284 Shares outstanding, as of September 13, 2013, 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 September 30, 2013.
| (a) | As of the close of business on December 20, 2013, Starboard V&O Fund beneficially owned 1,161,790 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,161,790 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,161,790 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | As of the close of business on December 20, 2013, Starboard S LLC beneficially owned 281,286 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 281,286 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 281,286 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | As of the close of business on December 20, 2013, Starboard C LP beneficially owned 172,625 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 172,625 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 172,625 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 172,625 shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 172,625 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 172,625 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 172,625 shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 172,625 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 172,625 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | As of the close of business on December 20, 2013, Delta LLC beneficially owned 1,272,025 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,272,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,272,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Delta LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | Leaders Fund, as a member of Delta LLC, may be deemed the beneficial owner of the 1,272,025 shares owned by Delta LLC. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,272,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,272,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Leaders Fund has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Delta LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | Starboard A LP, as the general partner of Leaders Fund and the managing member of Delta LLC, may be deemed the beneficial owner of the 1,272,025 shares owned by Delta LLC. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,272,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,272,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard A LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Delta LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 1,272,025 shares owned by Delta LLC. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,272,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,272,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard A GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Delta LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | As of the close of business on December 20, 2013, 4,362,274 Shares were held in the Starboard Value LP Accounts. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Delta LLC and the Starboard Value LP Accounts and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,161,790 Shares owned by Starboard V&O Fund, (ii) 281,286 Shares owned by Starboard S LLC, (iii) 172,625 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Delta LLC and (v) 4,362,274 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 5.6%
| (b) | 1. Sole power to vote or direct vote: 7,250,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 7,250,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard Value LP through the Starboard Value LP Accounts and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Delta LLC during the past sixty days are set forth in Schedule B 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) 1,161,790 Shares owned by Starboard V&O Fund, (ii) 281,286 Shares owned by Starboard S LLC, (iii) 172,625 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Delta LLC and (v) 4,362,274 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 5.6%
| (b) | 1. Sole power to vote or direct vote: 7,250,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 7,250,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Delta LLC and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule B 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) 1,161,790 Shares owned by Starboard V&O Fund, (ii) 281,286 Shares owned by Starboard S LLC, (iii) 172,625 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Delta LLC and (v) 4,362,274 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 5.6%
| (b) | 1. Sole power to vote or direct vote: 7,250,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 7,250,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Delta LLC and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule B 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) 1,161,790 Shares owned by Starboard V&O Fund, (ii) 281,286 Shares owned by Starboard S LLC, (iii) 172,625 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Delta LLC and (v) 4,362,274 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 5.6%
| (b) | 1. Sole power to vote or direct vote: 7,250,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 7,250,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Delta LLC and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule B 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) 1,161,790 Shares owned by Starboard V&O Fund, (ii) 281,286 Shares owned by Starboard S LLC, (iii) 172,625 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Delta LLC and (v) 4,362,274 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 5.6%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 7,250,000 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 7,250,000 |
| (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Delta LLC and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule B 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.
| (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. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On December 23, 2013, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Leaders Delta LLC, Starboard Leaders Fund LP, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value R LP, Starboard Value R GP LLC, Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated December 23, 2013. |
| 99.2 | Power of Attorney for Jeffrey C. Smith, Mark Mitchell and Peter A. Feld, dated September 15, 2011. |
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: December 23, 2013
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager STARBOARD VALUE AND OPPORTUNITY C LP By: Starboard Value R LP its general partner STARBOARD VALUE R LP By: Starboard Value R GP LLC, its general partner STARBOARD LEADERS DELTA LLC By: Starboard Value A LP, its managing member STARBOARD LEADERS FUND LP By: Starboard Value A LP its general partner | | STARBOARD VALUE A LP By: Starboard Value A GP LLC, its general partner STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner STARBOARD PRINCIPAL CO GP LLC STARBOARD VALUE A GP LLC STARBOARD VALUE R GP LLC |
By: | |
| Name: | Jeffrey C. Smith |
| Title: | Authorized Signatory |
|
|
|
JEFFREY C. SMITH |
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld |
SCHEDULE A
Directors and Officers of Starboard Value and Opportunity Master Fund Ltd
Name and Position | | Principal Occupation | | Principal Business Address | | Citizenship |
| | | | | | |
Patrick Agemian Director | | Director of Global Funds Management, Ltd. | | PO Box 10034, Harbour Place 2nd Floor 103 South Church Street Grand Cayman Cayman Islands, KY1-1001 | | Canada |
| | | | | | |
Mark Mitchell Director* | | | | | | |
| | | | | | |
Don Seymour Director | | Managing Director of dms Management Ltd. | | dms Management Ltd. dms House, 20 Genesis Close P.O. Box 31910 Grand Cayman Cayman Islands, KY1-1208 | | Cayman Islands |
* Mr. Mitchell is a Reporting Person and, as such, the information with respect to Mr. Mitchell called for by Item 2 of Schedule 13D is set forth therein.
SCHEDULE B
Transactions in the Shares During the Past Sixty Days
Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
(28,150) | | 51.4732 | 10/25/2013 |
(42,225) | | 51.4125 | 10/28/2013 |
126,675 | | 52.3142 | 10/29/2013 |
42,225 | | 52.2720 | 10/30/2013 |
28,150 | | 51.6402 | 10/31/2013 |
28,250 | | 51.3932 | 11/01/2013 |
13,683 | | 51.4750 | 12/11/2013 |
6,754 | | 51.4365 | 12/12/2013 |
62,886 | | 49.7189 | 12/19/2013 |
44,100 | | 50.4076 | 12/19/2013 |
28,848 | | 50.3583 | 12/19/2013 |
380,764 | | 50.2733 | 12/19/2013 |
25,200 | | 49.6287 | 12/19/2013 |
50,776 | | 50.8534 | 12/20/2013 |
27,904 | | 50.8225 | 12/20/2013 |
STARBOARD VALUE AND OPPORTUNITY S LLC
(6,900) | | 51.4732 | 10/25/2013 |
(10,350) | | 51.4125 | 10/28/2013 |
31,050 | | 52.3142 | 10/29/2013 |
10,350 | | 52.2720 | 10/30/2013 |
6,900 | | 51.6402 | 10/31/2013 |
6,800 | | 51.3932 | 11/01/2013 |
2,582 | | 51.4750 | 12/11/2013 |
1,269 | | 51.4365 | 12/12/2013 |
15,191 | | 49.7189 | 12/19/2013 |
10,653 | | 50.4076 | 12/19/2013 |
6,969 | | 50.3583 | 12/19/2013 |
91,978 | | 50.2733 | 12/19/2013 |
6,087 | | 49.6287 | 12/19/2013 |
12,266 | | 50.8534 | 12/20/2013 |
6,741 | | 50.8225 | 12/20/2013 |
STARBOARD VALUE AND OPPORTUNITY C LP
(4,150) | 51.4732 | 10/25/2013 |
(6,225) | 51.4125 | 10/28/2013 |
18,675 | 52.3142 | 10/29/2013 |
6,225 | 52.2720 | 10/30/2013 |
4,150 | 51.6402 | 10/31/2013 |
4,150 | 51.3932 | 11/01/2013 |
2,191 | 51.4750 | 12/11/2013 |
1,083 | 51.4365 | 12/12/2013 |
9,383 | 49.7189 | 12/19/2013 |
6,580 | 50.4076 | 12/19/2013 |
4,304 | 50.3583 | 12/19/2013 |
56,810 | 50.2733 | 12/19/2013 |
3,760 | 49.6287 | 12/19/2013 |
7,576 | 50.8534 | 12/20/2013 |
4,163 | 50.8225 | 12/20/2013 |
STARBOARD LEADERS DELTA LLC
121,481 | 49.7189 | 12/19/2013 |
85,189 | 50.4076 | 12/19/2013 |
55,725 | 50.3583 | 12/19/2013 |
735,543 | 50.2733 | 12/19/2013 |
48,680 | 49.6287 | 12/19/2013 |
145,466 | 50.8534 | 12/20/2013 |
79,941 | 50.8225 | 12/20/2013 |
STARBOARD VALUE LP
(Through the Starboard Value LP Accounts)
(10,800) | | 51.4732 | 10/25/2013 |
(16,200) | | 51.4125 | 10/28/2013 |
48,600 | | 52.3142 | 10/29/2013 |
16,200 | | 52.2720 | 10/30/2013 |
10,800 | | 51.6402 | 10/31/2013 |
10,800 | | 51.3932 | 11/01/2013 |
200,000 | | 52.6613 | 11/19/2013 |
300,000 | | 53.0334 | 11/20/2013 |
22,680 | | 53.4961 | 11/21/2013 |
8,000 | | 53.4459 | 11/22/2013 |
269,320 | | 53.2884 | 11/26/2013 |
125,000 | | 53.4085 | 11/27/2013 |
15,000 | | 52.0366 | 12/03/2013 |
131,544 | | 51.4750 | 12/11/2013 |
65,894 | | 51.4365 | 12/12/2013 |
290,160 | | 49.7189 | 12/19/2013 |
203,478 | | 50.4076 | 12/19/2013 |
133,104 | | 50.3583 | 12/19/2013 |
1,756,854 | | 50.2733 | 12/19/2013 |
116,273 | | 49.6287 | 12/19/2013 |
338,916 | | 50.8534 | 12/20/2013 |
186,251 | | 50.8225 | 12/20/2013 |