Amended Statement of Beneficial Ownership (sc 13d/a)
October 06 2016 - 5:13PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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Rackspace
Hosting, Inc.
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(Name of Issuer)
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Common Stock,
$0.001 par value
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(Title of Class of Securities)
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750086100
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(CUSIP Number)
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Todd Marcy
Blue Harbour Group, LP
646 Steamboat Road
Greenwich, Connecticut 06830
(203) 422-6540
with a copy to:
Marc Weingarten
Eleazer Klein
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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October 4,
2016
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 7 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 750086100
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SCHEDULE 13D/A
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Page
2
of 7 Pages
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1
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NAME OF REPORTING PERSON
Blue Harbour Group, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
9,415,277 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
9,415,277 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
9,415,277 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14
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TYPE OF REPORTING PERSON
PN; IA
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CUSIP No. 750086100
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SCHEDULE 13D/A
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Page
3
of 7 Pages
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1
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NAME OF REPORTING PERSON
Blue Harbour Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
9,415,277 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
9,415,277 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
9,415,277 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 750086100
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SCHEDULE 13D/A
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Page
4
of 7 Pages
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1
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NAME OF REPORTING PERSON
Clifton S. Robbins
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
9,415,277 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
9,415,277 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
9,415,277 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 750086100
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SCHEDULE 13D/A
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Page
5
of 7 Pages
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This Amendment No. 2 ("
Amendment No. 2
") amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "
SEC
") on
August 18, 2014 (the "
Original Schedule 13D
") as amended by Amendment No. 1 thereto filed with the SEC on August
13, 2015 ("
Amendment No. 1
" and the Original Schedule 13D as amended by Amendment No. 1 and this Amendment No.
2, the "
Schedule 13D
") with respect to the common stock, $0.001 par value (the "
Common Stock
"),
of Rackspace Hosting, Inc., a Delaware corporation (the "
Issuer
"). Capitalized terms used herein and not
otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3
and 5 as set forth below.
Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
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The Reporting Persons used $304,152,493 (excluding brokerage commissions)
in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D.
The source of the funds used to acquire the Common Stock reported
herein is the working capital of the Manager, which at any given time may include funds borrowed on margin in the ordinary course
and on customary terms.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
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(a) – (b)
The responses of the Reporting Persons to Rows (7) through (13)
of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially
own an aggregate of 9,415,277 shares of Common Stock, which shares of Common Stock may be deemed to be beneficially owned by
each of the Manager, Manager GP and Mr. Robbins, and which represent approximately 7.4% of the outstanding Common Stock. All
percentages set forth herein are based upon a total of 126,384,875 shares of Common Stock outstanding as of September 28, 2016,
as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 30, 2016.
For purposes of disclosing the number of shares of Common Stock
beneficially owned by each of the Reporting Persons, Manager, Manager GP and Mr. Robbins may be deemed to own beneficially (as
that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock that are owned beneficially
and directly by the Reporting Persons. Each of Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such shares
of Common Stock for all other purposes.
(c) Information concerning transactions in the Common Stock effected
by the Reporting Persons during the past sixty days is set forth in Schedule I hereto and is incorporated herein by reference.
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CUSIP No. 750086100
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SCHEDULE 13D/A
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Page
6
of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: October 6, 2016
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BLUE HARBOUR GROUP, LP
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By: Blue Harbour Holdings, LLC, its general partner
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By:
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/s/ Clifton S. Robbins
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Name: Clifton S. Robbins
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Title: Managing Member
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blue harbour holdings,
llc
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By:
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/s/ Clifton S. Robbins
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Name: Clifton S. Robbins
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Title: Managing Member
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/s/ Clifton S. Robbins
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CLIFTON S. ROBBINS
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Schedule I
TRANSACTIONS IN COMMON STOCK BY THE REPORTING
PERSONS
The following tables set forth all transactions
in the Common Stock effected by each of the Reporting Persons in the past sixty days.
Manager
Trade Date
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Shares Purchased (Sold)
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Price Per Share ($)
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09/15/2016
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(19,321)
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31.48
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09/15/2016
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(100,000)
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31.48
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09/16/2016
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(13,605)
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31.48
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09/16/2016
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(10,058)
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31.48
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09/19/2016
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(67,074)
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31.48
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09/19/2016
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(89,942)
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31.48
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09/20/2016
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(100,000)
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31.49
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09/20/2016
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(100,000)
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31.50
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09/20/2016
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(100,000)
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31.51
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09/20/2016
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(100,000)
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31.50
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09/20/2016
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(100,000)
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31.50
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09/20/2016
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(100,000)
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31.49
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09/20/2016
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(50,000)
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31.50
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09/20/2016
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(100,000)
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31.51
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09/21/2016
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(100,000)
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31.51
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09/23/2016
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(46,000)
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31.71
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09/23/2016
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(25,423)
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31.72
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09/28/2016
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(12,900)
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31.70
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09/28/2016
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(2,904)
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31.70
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09/30/2016
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(200)
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31.70
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09/30/2016
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(21,534)
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31.70
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09/30/2016
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(17,773)
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31.70
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10/03/2016
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(60,913)
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31.70
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10/04/2016
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(200,000)
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31.70
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10/04/2016
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(94,206)
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31.70
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10/04/2016
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(139,087)
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31.70
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10/04/2016
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(100,000)
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31.70
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10/04/2016
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(100,000)
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31.70
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10/05/2016
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(46,474)
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31.70
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10/05/2016
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(50,000)
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31.70
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10/05/2016
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(20,000)
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31.70
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10/05/2016
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(100,000)
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31.70
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10/06/2016
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(93,348)
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31.70
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10/06/2016
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(50,000)
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31.70
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