The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 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 each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account 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 2,156,980 Shares beneficially owned by Starboard V&O Fund is approximately $33,267,285, excluding brokerage commissions. The aggregate purchase price of the 477,381 Shares beneficially owned by Starboard S LLC is approximately $7,334,581, excluding brokerage commissions. The aggregate purchase price of the 261,001 Shares beneficially owned by Starboard C LP is approximately $4,012,202, excluding brokerage commissions. The aggregate purchase price of the 673,788 Shares held in the Starboard Value LP Account is approximately $10,290,092, excluding brokerage commissions.
The Shares purchased by Oliver Press Investors 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. The aggregate purchase price of the 68,100 Shares beneficially owned by Oliver Press Investors is approximately $901,257, excluding brokerage commissions.
The Shares purchased by each of Messrs. Gujral, Phelan and Terino were purchased in the open market with personal funds. The aggregate purchase price of the 400 Shares owned directly by Mr. Gujral is approximately $6,612, excluding brokerage commissions. The aggregate purchase price of the 1,000 Shares owned directly by Mr. Phelan is approximately $14,488, excluding brokerage commissions. The aggregate purchase price of the 1,000 Shares owned directly by Mr. Terino is approximately $14,639, excluding 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 31,745,884 Shares outstanding, as of April 20, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Form DEFM14A filed with the Securities and Exchange Commission on April 27, 2015.
| (a) | As of the close of business on May 4, 2015, Starboard V&O Fund beneficially owned 2,156,980 Shares. |
Percentage: Approximately 6.8%
| (b) | 1. Sole power to vote or direct vote: 2,156,980 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,156,980 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on May 4, 2015, Starboard S LLC beneficially owned 477,381 Shares. |
Percentage: Approximately 1.5%
| (b) | 1. Sole power to vote or direct vote: 477,381 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 477,381 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard S LLC since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on May 4, 2015, Starboard C LP beneficially owned 261,001 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 261,001 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 261,001 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard C LP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A 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 261,001 shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 261,001 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 261,001 |
| 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. 2 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A 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 261,001 shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 261,001 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 261,001 |
| 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. 2 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on May 4, 2015, 673,788 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 2,156,980 Shares owned by Starboard V&O Fund, (ii) 477,381 Shares owned by Starboard S LLC, (iii) 261,001 Shares owned by Starboard C LP, and (iv) 673,788 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 11.2%
| (b) | 1. Sole power to vote or direct vote: 3,569,150 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,569,150 |
| 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 Account and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP since the filing of Amendment No. 2 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) 2,156,980 Shares owned by Starboard V&O Fund, (ii) 477,381 Shares owned by Starboard S LLC, (iii) 261,001 Shares owned by Starboard C LP, and (iv) 673,788 Shares held in the Starboard Value LP Account. |
| Percentage: Approximately 11.2% |
| (b) | 1. Sole power to vote or direct vote: 3,569,150 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,569,150 |
| 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. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 2 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) 2,156,980 Shares owned by Starboard V&O Fund, (ii) 477,381 Shares owned by Starboard S LLC, (iii) 261,001 Shares owned by Starboard C LP, and (iv) 673,788 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 11.2%
| (b) | 1. Sole power to vote or direct vote: 3,569,150 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,569,150 |
| 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. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 2 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) 2,156,980 Shares owned by Starboard V&O Fund, (ii) 477,381 Shares owned by Starboard S LLC, (iii) 261,001 Shares owned by Starboard C LP, and (iv) 673,788 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 11.2%
| (b) | 1. Sole power to vote or direct vote: 3,569,150 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,569,150 |
| 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. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
J. | 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) 2,156,980 Shares owned by Starboard V&O Fund, (ii) 477,381 Shares owned by Starboard S LLC, (iii) 261,001 Shares owned by Starboard C LP, and (iv) 673,788 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 11.2%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 3,569,150 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 3,569,150 |
| (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on May 4, 2015, Oliver Press Investors beneficially owned 68,100 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 68,100 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 68,100 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Oliver Press Investors has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. |
L. | Messrs. Oliver and Press |
| (a) | Each of Messrs. Oliver and Press, as a managing member of Oliver Press Investors, may be deemed the beneficial owner of the 68,100 Shares owned by Oliver Press Investors. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 68,100 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 68,100 |
| (c) | None of Messrs. Oliver or Press has entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. |
| (a) | As of the close of business on May 4, 2015, Mr. Gujral 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. Gujral has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. |
| (a) | As of the close of business on May 4, 2015, Mr. Phelan 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. Phelan has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. |
| (a) | As of the close of business on May 4, 2015, Mr. Terino 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. Terino has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. |
As of the close of business on May 4, 2015, the Reporting Persons collectively beneficially owned an aggregate of 3,639,650 Shares, constituting approximately 11.5% of the Shares outstanding.
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.