CUSIP
No. 629377508
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
BEP
Special Situations 2 LLC
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a): ☒
(b): ☐
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
WC
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of Shares
Beneficially Owned
by Each Reporting
Person With
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power
6,648,963
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power
7,807,214
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,807,214
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
2.5%
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
CUSIP
No. 629377508
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Bluescape
Energy Recapitalization and Restructuring Fund III LP
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a): ☒
(b): ☐
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
WC
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of Shares
Beneficially Owned
by Each Reporting
Person With
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power
6,648,963
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power
7,807,214
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,807,214
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
2.5%
|
14
|
Type
of Reporting Person (See Instructions)
PN
|
|
|
|
|
CUSIP
No. 629377508
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Bluescape
Energy Partners III GP LLC
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a): ☒
(b): ☐
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
WC
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of Shares
Beneficially Owned
by Each Reporting
Person With
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power
6,648,963
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power
7,807,214
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,807,214
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
2.5%
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
CUSIP
No. 629377508
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Bluescape
Resources GP Holdings LLC
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a): ☒
(b): ☐
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
WC
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of Shares
Beneficially Owned
by Each Reporting
Person With
|
7
|
Sole
Voting Power
|
8
|
Shared
Voting Power
6,648,963
|
9
|
Sole
Dispositive Power
|
10
|
Shared
Dispositive Power
7,807,214
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,807,214
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
2.5%
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
CUSIP
No. 629377508
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Charles
John Wilder, Jr.
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a): ☒
(b): ☐
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
WC
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6
|
Citizenship
or Place of Organization
United
States
|
Number
of Shares
Beneficially Owned
by Each Reporting
Person With
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power
6,648,963
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power
7,807,214
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,807,214
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
2.5%
|
14
|
Type
of Reporting Person (See Instructions)
IN,
HC
|
|
|
|
|
Item 1.
|
Security and Issuer
|
The
title of the class of equity security to which this statement on Schedule 13D relates is the Common Stock, par value of $0.01
per share (the “Common Stock”) of NRG Energy, Inc., a Delaware corporation (the “Issuer”). The address
of the Issuer’s principal executive offices is 804 Carnegie Center, Princeton, New Jersey 08540.
Item 2.
|
Identity and Background
|
|
(a)
|
This
statement on Schedule 13D is filed jointly by the following entities and persons, all
of whom are together referred to herein as the “Reporting Persons”:
|
|
(i)
|
BEP
Special Situations 2 LLC (“Special Situations 2”)
|
|
(ii)
|
Bluescape
Energy Recapitalization and Restructuring Fund III LP (“Main Fund”)
|
|
(iii)
|
Bluescape
Energy Partners III GP LLC (“Bluescape GP”)
|
|
(iv)
|
Bluescape
Resources GP Holdings LLC (“Bluescape GP Holdings”)
|
|
(v)
|
Charles
John Wilder, Jr.
|
|
(b)
|
The
address of the principal business address of each of the Reporting Persons is 200 Crescent
Court, Suite 1900, Dallas, Texas 75201.
|
|
(c)
|
The
principal business of Special Situations 2 is investing in energy companies and energy
assets. The principal business of Main Fund is investing in energy companies and energy
assets and acting as a managing member of Special Situations 2. The principal business
of Bluescape GP is acting as the general partner of Main Fund and other funds that Bluescape
GP controls. The principal business of Bluescape GP Holdings is acting as the manager
of Bluescape GP and other funds that Bluescape GP Holdings controls. The principal business
of Charles John Wilder, Jr. is acting as the manager of Bluescape GP Holdings and its
affiliates and as the manager or member of other investment and operating entities.
|
|
(d)
|
No
Reporting Person has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
|
|
(e)
|
No
Reporting Person has, during the last five years, been a 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)
|
Each
of Special Situations 2, Main Fund, Bluescape GP and Bluescape GP Holdings is organized
under the laws of the State of Delaware. Charles John Wilder, Jr. is a citizen of the
United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Special
Situations 2 used Working Capital to purchase the shares of Common Stock (the “Shares”) reported herein and to enter
into the forward purchase contracts referenced in Item 6. The total purchase price for the 6,648,963 shares of Common Stock directly
owned by Special Situations 2 was approximately $87,131,127. The total purchase price for entering into the forward purchase contracts
referenced in Item 6 was approximately $14,691,851. The combined purchase price paid by Special Situations 2 for the 6,648,963
shares of Common Stock directly owned by Special Situations 2 and for the 1,158,251 shares of Common Stock underlying the forward
purchase contracts referenced in Item 6 was approximately $101,822,978.
Item 4.
|
Purpose of Transaction
|
Bluescape
Energy Partners LLC (“Bluescape Management”) and Special Situations 2 have entered into an Agreement (defined and
described in Item 6 below and incorporated herein by reference) with Elliott Associates, L.P., Elliott International, L.P. and
Elliott International Capital Advisors Inc. (collectively, “Elliott”) whereby, among other things, Bluescape Management,
Special Situations 2 and Elliott have agreed that they will coordinate and cooperate in certain activities related to their ownership
of Securities (as defined in the Agreement). Accordingly, each of the Reporting Persons and Elliott may be deemed a group (the
“Group”) for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Information regarding the other members of the Group, including their ownership of Common Stock, can be found in
the Schedule 13D filed by Elliott on the date hereof with the Securities and Exchange Commission, and as may be amended from time
to time. The Reporting Persons assume no responsibility for the information contained in such Schedule 13D filed by Elliott. The
Reporting Persons expressly disclaim beneficial ownership of any Securities acquired by the other members of the Group.
The
Group believes the securities of the Issuer are deeply undervalued and that there exist numerous opportunities to significantly
increase shareholder value, including operational and financial improvements as well as strategic initiatives. The Group believes
that Charles John Wilder, Jr. and his team have directly relevant experience in effectuating such improvements and are initiating
a dialogue with management and the Board of Directors (the “Board”) to address these opportunities as well as implement
appropriate Board-level oversight.
The
Group is also evaluating the nomination of one or more individuals for election as directors of the Issuer at the 2017 annual
meeting of stockholders and have requested from the Issuer a copy of the director nominee questionnaire that has to be delivered
pursuant to Section 11(A)(2)(b)(iii) of Article II of the Issuer’s Third Amended and Restated By-Laws.
Depending
upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities
of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor
(i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities
of the Issuer on the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or
otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions
that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of shares of Common
Stock, including, among other transactions, the short selling of one or more classes of debt securities of the Issuer or its affiliates,
or entering into other swap or derivative transactions that reference such debt securities.
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. The Reporting Persons may take positions and/or make proposals with respect
to, or with respect to potential changes in, the operations, management, strategy, plans, the certificate of incorporation and
bylaws, Board composition, ownership, capital or corporate structure, dividend policy, or potential acquisitions or sales involving
the Issuer or certain of the Issuer's businesses or assets as a means of enhancing stockholder value, or may change their intention
with respect to any and all matters referred to in this Item 4. The Reporting Persons intend to review their investment in the
Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management or the
Board, may communicate with other stockholders or third parties (directly or through agents, whether in person or through press
releases, social media or otherwise), including, potential acquirers, service providers and financing sources, and/or formulate
plans or proposals regarding the Issuer, its assets or its securities. Such proposals or positions may include one or more plans
that relate to or would result in any of the actions set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5.
|
Interest in Securities of the Issuer
|
(a)
As of the date hereof, the Reporting Persons collectively have combined economic exposure in the Issuer of approximately
7,807,214 of the shares of Common Stock outstanding, representing 2.5% of the shares of Common Stock outstanding. The
Reporting Persons collectively beneficially own 7,807,214 shares of Common Stock (constituting approximately 2.5% of the
shares of Common Stock outstanding), including 1,158,251 shares of Common Stock underlying the forward purchase contracts
described below (constituting approximately 0.4% of the shares of Common Stock outstanding).
As
of the date hereof, accounting for notional principal amount derivative agreements in the form of cash settled swaps entered into
by Elliott with respect to 4,900,000 shares of Common Stock of the Issuer, the Group collectively has economic exposure in the
Issuer of 29,590,820 shares of Common Stock outstanding or 9.4% of the shares of Common Stock outstanding. Information regarding
the other members of the Group’s ownership of Common Stock can be found in the Schedule 13D filed by Elliott on the date
hereof with the Securities and Exchange Commission, and as may be amended from time to time. The Reporting Persons assume no responsibility
for the information contained in such Schedule 13D filed by Elliott. The Reporting Persons and their affiliates expressly disclaim
beneficial ownership of any Securities acquired by the other members of the Group.
The
aggregate percentage of Common Stock reported owned by each person named herein is based upon 315,442,997 shares of Common Stock
outstanding as of October 31, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2016.
|
(a)
|
As
of the date hereof, Special Situations 2 beneficially owned 7,807,214 Shares (consisting
of (i) 6,648,963 Shares and (ii) 1,158,251 Shares underlying the forward purchase
contracts referenced below), constituting collectively approximately 2.5% of the outstanding
Shares.
|
|
(b)
|
1.
|
Sole
power to vote or direct vote: 0
|
|
2.
|
Shared
power to vote or direct vote: 6,648,963 Shares
|
|
3.
|
Sole
power to dispose or direct the disposition: 0
|
|
4.
|
Shared
power to dispose or direct the disposition: 7,807,214 Shares
|
|
(a)
|
As
of the date hereof, Main Fund may be deemed the beneficial owner of the 7,807,214 Shares
beneficially owned by Special Situations 2 (consisting of (i) 6,648,963 Shares and (ii)
1,158,251 Shares underlying the forward purchase contracts referenced below), constituting
collectively approximately 2.5% of the outstanding Shares.
|
|
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
|
2.
|
Shared
power to vote or direct vote: 6,648,963 Shares
|
|
3.
|
Sole
power to dispose or direct the disposition: 0
|
|
4.
|
Shared
power to dispose or direct the disposition: 7,807,214 Shares
|
|
(a)
|
As
of the date hereof, Bluescape GP may be deemed the beneficial owner of the 7,807,214
Shares beneficially owned by Special Situations 2 (consisting of (i) 6,648,963 Shares
and (ii) 1,158,251 Shares underlying the forward purchase contracts referenced below),
constituting collectively approximately 2.5% of the outstanding Shares.
|
|
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
|
2.
|
Shared
power to vote or direct vote: 6,648,963 Shares
|
|
3.
|
Sole
power to dispose or direct the disposition: 0
|
|
4.
|
Shared
power to dispose or direct the disposition: 7,807,214 Shares
|
(iv)
|
Bluescape GP Holdings
|
|
(a)
|
As
of the date hereof, Bluescape GP Holdings may be deemed the beneficial owner of the 7,807,214
Shares beneficially owned by Special Situations 2 (consisting of (i) 6,648,963 Shares
and (ii) 1,158,251 Shares underlying the forward purchase contracts referenced below),
constituting collectively approximately 2.5% of the outstanding Shares.
|
|
(b)
|
1.
|
Sole
power to vote or direct vote: 0
|
|
2.
|
Shared
power to vote or direct vote: 6,648,963 Shares
|
|
|
|
|
3.
|
Sole
power to dispose or direct the disposition: 0
|
|
4.
|
Shared
power to dispose or direct the disposition: 7,807,214 Shares
|
(v)
|
Charles John Wilder, Jr.
|
|
(a)
|
As
of the date hereof, Charles John Wilder, Jr. may be deemed the beneficial owner of the
7,807,214 Shares beneficially owned by Special Situations 2 (consisting of (i) 6,648,863
Shares and (ii) 1,158,251 Shares underlying the forward purchase contracts referenced
below), constituting collectively approximately 2.5% of the outstanding Shares.
|
|
(b)
|
1.
|
Sole
power to vote or direct vote: 0
|
|
2.
|
Shared
power to vote or direct vote: 6,648,963 Shares
|
|
3.
|
Sole
power to dispose or direct the disposition: 0
|
|
4.
|
Shared
power to dispose or direct the disposition: 7,807,214 Shares
|
(c)
The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached
hereto.
(d)
No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock beneficially owned by any Reporting Persons.
(e)
Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
|
On
January 16, 2017, Bluescape Management and Special Situations 2 entered into an agreement (the “Agreement”) with Elliott
whereby, among other things, they will coordinate and cooperate in certain activities related to their ownership of Securities
(as defined in the Agreement). Pursuant to the Agreement, the following matters require the mutual agreement of the parties: (i)
the selection and nomination of individuals to serve as directors of the Issuer; (ii) hiring professionals in connection with
the activities contemplated by and resulting from the Agreement (including, without limitation, any investment bankers, local
counsel, proxy solicitors, public relations firms and private investigators), other than any professionals retained by the parties
in connection with the activities contemplated thereby or resulting from the Agreement prior to the date thereof; (iii) making,
revising or withdrawing of any proposals to the Issuer regarding the conduct of its business, corporate governance matters, corporate
transactions or otherwise; (iv) seeking to control, advise, change or influence the management, directors, governing instruments,
stockholders, policies or affairs of the Issuer; (v) the conduct of any proxy contest, proxy solicitation or similar actions involving
the Issuer and its stockholders; (vi) the manner, form, content and timing of any communications with the Issuer, as well as any
public disclosures, public statements or other communications relating to the Issuer, the Securities, the Agreement or the activities
contemplated by the Agreement (subject to certain exceptions for any disclosure, statement or communication that is required by
law, regulation or fund documentation applicable to a party); (vii) the admission of any additional members to the group (within
the meaning of Section 13 of the Exchange Act) formed by the Agreement or otherwise, or entering into any agreement, arrangement
or understanding with, or determining to act in concert with, any person (other than an affiliate) in connection with the holding,
voting or disposition of Securities or the solicitation of proxies from stockholders of the Issuer; (viii) the conduct of any
litigation in furtherance of the activities contemplated by or resulting from the Agreement; (ix) entering into any settlement,
standstill or other similar agreement with the Issuer; and (x) engaging in any of the foregoing activities, directly or indirectly,
including, without limitation, through or by any Covered Entities (as defined in the Agreement), other than pursuant to the terms
of the Agreement. Per the terms of the Agreement, the Reporting Persons have also agreed to (x) take such commercially reasonable
actions as may be required so that they may vote their Common Stock, and cause any person with whom they has shared voting power
to vote such Common Stock, in connection with any meeting of the Issuer’s stockholders, (y) attend any meeting of the Issuer’s
stockholders held in the 2017 calendar year, in person or by proxy, such that all Common Stock held by them is represented and
entitled to vote on all matters to be voted upon at such meeting, and (z) vote such Common Stock in person or by proxy in favor
of the Company Actions (as defined in the Agreement) and any ancillary or procedural actions or matters related to giving effect
to, or required to effect the approval of, the Company Actions and, with respect to any other proposal put forth for a vote of
the stockholders at any such meeting, in accordance with any agreement of the parties prior to the conclusion thereof. The foregoing
description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto
and is incorporated by reference herein.
Special
Situations 2 has entered into forward purchase contracts for the purchase of an aggregate of 1,158,251 shares of the Common Stock.
The forward purchase contracts represent economic exposure comparable to an interest in approximately 0.4% of the total outstanding
shares of Common Stock. The forward purchase contracts may be settled in cash or through physical delivery of shares. None of
the forward purchase contracts gives the Reporting Persons direct or indirect voting, investment or dispositive control over any
securities of the Issuer or requires the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer.
The counterparties to the forward purchase contracts are unaffiliated third party financial institutions.
On
January 17, 2017, Special Situations 2, Main Fund, Bluescape GP, Bluescape GP Holdings and Charles John Wilder, Jr. entered into
a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties 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 99.2 and is incorporated herein by reference.
The
information set forth under Item 4 above is incorporated herein by reference.
Except
as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships
with respect to the securities of the Issuer.
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit
99.1
|
–
|
Amended
and Restated Agreement, dated as of January 16, 2017, by and among Elliott Associates, L.P., Elliott International, L.P.,
Elliott International Capital Advisors Inc., Bluescape Energy Partners LLC and BEP Special Situations 2 LLC.
|
|
|
|
Exhibit
99.2
|
–
|
Joint
Filing Agreement.
|
|
|
|
Schedule
1
|
–
|
Transactions
of the Reporting Persons Effected During the Past 60 Days.
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
January 17, 2017
|
BEP
Special Situations 2 LLC
|
|
|
|
|
By:
|
/s/
Jonathan Siegler
|
|
|
Name: Jonathan
Siegler
|
|
|
Title: Managing
Director and Chief Financial Officer
|
|
|
|
|
Bluescape
Energy Recapitalization and Restructuring Fund III LP
|
|
|
|
|
By:
|
Bluescape
Energy Partners III GP LLC, its general partner
|
|
|
By:
|
/s/ Jonathan Siegler
|
|
|
Name:
|
Jonathan Siegler
|
|
|
Title:
|
Managing Director and Chief Financial Officer
|
|
Bluescape
Energy Partners III GP LLC
|
|
|
|
|
By:
|
/s/
Jonathan Siegler
|
|
|
Name: Jonathan
Siegler
|
|
|
Title: Managing
Director and Chief Financial Officer
|
|
|
|
|
Bluescape
Resources GP Holdings LLC
|
|
|
|
|
By:
|
/s/
Charles John Wilder, Jr.
|
|
|
Name: Charles
John Wilder, Jr.
|
|
|
Title: Sole
Manager
|
|
|
|
|
Charles
John Wilder, Jr.
|
|
|
|
/s/
Charles John Wilder, Jr.
|
|
Charles
John Wilder, Jr.
|
SCHEDULE
1
TRANSACTIONS
OF THE REPORTING PERSONS EFFECTED DURING THE PAST 60 DAYS
The
following transactions were effected by BEP Special Situations 2 LLC:
Date
|
|
Buy/Sell
|
|
No. of Shares
|
|
Approx. Price
($) per Share
|
|
Security
|
11/30/2016
|
|
Buy
|
|
100,000
|
|
11.456
|
|
Common Stock
|
12/1/2016
|
|
Buy
|
|
250,000
|
|
11.270
|
|
Common Stock
|
12/2/2016
|
|
Buy
|
|
292,826
|
|
11.252
|
|
Common Stock
|
12/5/2016
|
|
Buy
|
|
157,000
|
|
11.288
|
|
Common Stock
|
12/6/2016
|
|
Buy
|
|
2,400
|
|
11.506
|
|
Common Stock
|
12/7/2016
|
|
Buy
|
|
200,000
|
|
11.958
|
|
Common Stock
|
12/8/2016
|
|
Buy
|
|
53,700
|
|
12.004
|
|
Common Stock
|
12/9/2016
|
|
Buy
|
|
200,000
|
|
12.712
|
|
Common Stock
|
12/12/2016
|
|
Buy
|
|
400,000
|
|
12.721
|
|
Common Stock
|
12/13/2016
|
|
Buy
|
|
200,000
|
|
12.748
|
|
Common Stock
|
12/14/2016
|
|
Buy
|
|
350,000
|
|
12.753
|
|
Common Stock
|
12/15/2016
|
|
Buy
|
|
350,000
|
|
12.472
|
|
Common Stock
|
12/16/2016
|
|
Buy
|
|
350,000
|
|
12.457
|
|
Common Stock
|
12/28/2016
|
|
Buy
|
|
20,000
|
|
12.464
|
|
Common Stock
|
12/29/2016
|
|
Buy
|
|
20,000
|
|
12.466
|
|
Common Stock
|
1/3/2017
|
|
Buy
|
|
23,088
|
|
12.335
|
|
Common Stock
|
1/4/2017
|
|
Buy
|
|
150,000
|
|
12.849
|
|
Common Stock
|
1/5/2017
|
|
Buy
|
|
300,000
|
|
13.170
|
|
Common Stock
|
1/6/2017
|
|
Buy
|
|
353,501
|
|
13.233
|
|
Common Stock
|
1/9/2017
|
|
Buy
|
|
500,000
|
|
13.416
|
|
Common Stock
|
1/10/2017
|
|
Buy
|
|
350,000
|
|
13.574
|
|
Common Stock
|
1/11/2017
|
|
Buy
|
|
600,000
|
|
13.904
|
|
Common Stock
|
1/12/2017
|
|
Buy
|
|
700,000
|
|
14.282
|
|
Common Stock
|
1/13/2017
|
|
Buy
|
|
726,448
|
|
14.495
|
|
Common Stock
|
All
of the above transactions were effected on the open market.