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
).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,369,100
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,369,100
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,369,100*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.8%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*
Includes 250,000 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,704,582
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,704,582
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,704,582*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
*
Includes 250,000 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE AND OPPORTUNITY S LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
228,603
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
228,603
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
228,603
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE AND OPPORTUNITY C LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
130,301
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
130,301
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
130,301
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE R LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
130,301
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
130,301
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
130,301
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE R GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
130,301
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
130,301
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
130,301
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,369,100
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,369,100
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,369,100*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.8%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
*
Includes 250,000 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD PRINCIPAL CO LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,369,100
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,369,100
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,369,100*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.8%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*
Includes 250,000 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD PRINCIPAL CO GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,369,100
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,369,100
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,369,100*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.8%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
*
Includes 250,000 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JEFFREY C. SMITH
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,369,100
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,369,100
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,369,100*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.8%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*
Includes 250,000 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
MARK R. MITCHELL
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,369,100
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,369,100
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,369,100*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.8%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*
Includes 250,000 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PETER A. FELD
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,369,100
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,369,100
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,369,100*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.8%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*
Includes 250,000 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
|
This statement relates
to the ordinary common stock, par value $0.01 per share (the “Shares”), of Magellan Health Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 4800 N. Scottsdale Rd., Suite 4400,
Scottsdale, Arizona 85251.
|
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 Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
|
|
(v)
|
Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R
LP;
|
|
(vi)
|
Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O
Fund, Starboard C LP and of a certain managed account (the “Starboard Value LP Account”) 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)
|
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;
|
|
(xi)
|
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
|
|
(xii)
|
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, Starboard R LP, Starboard R GP, Starboard Value LP,
Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York,
New York 10017. 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 and Starboard C LP have been formed for the purpose of investing
in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory
and management services and acts 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. 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 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 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 B, which is incorporated by reference herein. The
aggregate purchase price of the 1,454,582 Shares beneficially owned by Starboard V&O Fund is approximately $84,775,989, excluding
brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for
the purchase of 250,000 Shares by Starboard V&O Fund is approximately $13,599,230, excluding brokerage commissions. The aggregate
purchase price of the 228,603 Shares beneficially owned by Starboard S LLC is approximately $13,515,518, excluding brokerage commissions.
The aggregate purchase price of the 130,301 Shares beneficially owned by Starboard C LP is approximately $7,705,348, excluding
brokerage commissions. The aggregate purchase price of the 305,614 Shares held in the Starboard Value LP Account is approximately
$18,072,480, excluding brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor
to increase or decrease their 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 the Reporting Persons 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. The Reporting Persons intend to review their 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, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders
of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business
combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer
concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business
combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments,
or changing their 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 24,255,074 Shares outstanding, as of September 30, 2018, 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 November 7, 2018.
|
(a)
|
As of the close of business on December 12, 2018, Starboard V&O Fund beneficially owned 1,704,582
Shares, including 250,000 Shares underlying certain forward purchase contracts.
|
Percentage: Approximately 7.0%
|
(b)
|
1. Sole power to vote or direct vote: 1,704,582
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,704,582
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 12, 2018, Starboard S LLC beneficially owned 228,603 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 228,603
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 228,603
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 12, 2018, Starboard C LP beneficially owned 130,301 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 130,301
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 130,301
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 130,301 shares owned by Starboard C LP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 130,301
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 130,301
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 130,301 shares owned by Starboard C LP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 130,301
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 130,301
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 12, 2018, 305,614 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) 1,704,582 Shares owned by Starboard V&O
Fund, (ii) 228,603 Shares owned by Starboard S LLC, (iii) 130,301 Shares owned by Starboard C LP, and (iv) 305,614 Shares held
in the Starboard Value LP Account.
|
Percentage: Approximately 9.8%
|
(b)
|
1. Sole power to vote or direct vote: 2,369,100
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,369,100
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 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) 1,704,582 Shares owned by Starboard V&O Fund, (ii) 228,603 Shares owned by Starboard S LLC, (iii) 130,301
Shares owned by Starboard C LP, and (iv) 305,614 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.8%
|
(b)
|
1. Sole power to vote or direct vote: 2,369,100
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,369,100
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 through the Starboard
Value LP Account 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)
1,704,582 Shares owned by Starboard V&O Fund, (ii) 228,603 Shares owned by Starboard S LLC, (iii) 130,301 Shares owned by Starboard
C LP, and (iv) 305,614 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.8%
|
(b)
|
1. Sole power to vote or direct vote: 2,369,100
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,369,100
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 through the Starboard
Value LP Account 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) 1,704,582 Shares owned by Starboard V&O Fund, (ii) 228,603 Shares owned by Starboard S LLC, (iii) 130,301 Shares owned
by Starboard C LP, and (iv) 305,614 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.8%
|
(b)
|
1. Sole power to vote or direct vote: 2,369,100
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,369,100
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 through the Starboard
Value LP Account during the past sixty days are set forth in Schedule B 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) 1,704,582 Shares owned by Starboard V&O Fund, (ii) 228,603 Shares owned by Starboard S LLC, (iii) 130,301 Shares
owned by Starboard C LP, and (iv) 305,614 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.8%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,369,100
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,369,100
|
|
(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 through the Starboard Value LP Account 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
.
|
Starboard V&O
Fund entered into forward contracts with Morgan Stanley as the counterparty on the dates referenced in Schedule B providing for
the purchase of an aggregate of 250,000 Shares having an aggregate purchase price of $13,599,230 (each a “Forward Contract”).
Each of the Forward Contracts has a final valuation date of June 4, 2020, however, Starboard V&O Fund has the ability to elect
early settlement after serving notice to Morgan Stanley of such intention at least two (2) scheduled trading days in advance of
the desired early final valuation date. Each of the Forward Contracts provides for physical settlement. Until the settlement date,
none of the Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts
relate.
On December 12, 2018,
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 Value R LP, Starboard Value R GP LLC, Starboard Value
LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark R. Mitchell and Peter
A. Feld, dated December 12, 2018.
|
|
99.2
|
Power of Attorney for Jeffrey C. Smith, Mark R. 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 12, 2018
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 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 R GP LLC
|
|
|
By:
|
/s/ Jeffrey C. Smith
|
|
Name:
|
Jeffrey C. Smith
|
|
Title:
|
Authorized Signatory
|
|
|
/s/ Jeffrey C. Smith
|
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 R. Mitchell
Director
*
|
|
|
|
|
|
|
|
Don Seymour
Director
|
Managing Director of dms Governance
|
dms Governance
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
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD
Purchase of Ordinary Common Stock
|
55,514
|
64.4458
|
11/07/2018
|
Purchase of Ordinary Common Stock
|
55,513
|
64.4458
|
11/07/2018
|
Purchase of Ordinary Common Stock
|
160,486
|
64.1418
|
11/07/2018
|
Purchase of Ordinary Common Stock
|
160,487
|
64.1418
|
11/07/2018
|
Purchase of Ordinary Common Stock
|
3,420
|
63.2011
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
3,420
|
63.2011
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
7,200
|
64.0325
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
7,200
|
64.0325
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
5,832
|
63.6050
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
5,832
|
63.6050
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
36,000
|
63.1268
|
11/09/2018
|
Purchase of Ordinary Common Stock
|
36,000
|
63.1268
|
11/09/2018
|
Purchase of Ordinary Common Stock
|
30,852
|
62.7372
|
11/12/2018
|
Purchase of Ordinary Common Stock
|
30,851
|
62.7372
|
11/12/2018
|
Purchase of Ordinary Common Stock
|
85,393
|
58.8619
|
11/13/2018
|
Purchase of Ordinary Common Stock
|
5,400
|
57.5453
|
11/13/2018
|
Purchase of Ordinary Common Stock
|
5,400
|
57.5453
|
11/13/2018
|
Purchase of Ordinary Common Stock
|
12,600
|
57.3882
|
11/14/2018
|
Purchase of Ordinary Common Stock
|
12,600
|
57.3882
|
11/14/2018
|
Purchase of Ordinary Common Stock
|
9,000
|
56.0454
|
11/16/2018
|
Purchase of Ordinary Common Stock
|
9,000
|
56.0454
|
11/16/2018
|
Purchase of Ordinary Common Stock
|
9,000
|
54.6978
|
11/19/2018
|
Purchase of Ordinary Common Stock
|
9,000
|
54.6978
|
11/19/2018
|
Purchase of Ordinary Common Stock
|
27,000
|
53.5695
|
11/20/2018
|
Purchase of Ordinary Common Stock
|
27,000
|
53.5695
|
11/20/2018
|
Purchase of Ordinary Common Stock
|
3,600
|
54.0896
|
11/27/2018
|
Purchase of Ordinary Common Stock
|
3,600
|
54.0896
|
11/27/2018
|
Purchase of Ordinary Common Stock
|
10,800
|
54.4624
|
11/28/2018
|
Purchase of Ordinary Common Stock
|
10,800
|
54.4624
|
11/28/2018
|
Purchase of Ordinary Common Stock
|
7,200
|
55.6050
|
11/29/2018
|
Purchase of Ordinary Common Stock
|
7,200
|
55.6050
|
11/29/2018
|
Purchase of Ordinary Common Stock
|
5,400
|
54.7528
|
11/30/2018
|
Purchase of Ordinary Common Stock
|
5,400
|
54.7528
|
11/30/2018
|
Purchase of Ordinary Common Stock
|
135,496
|
56.6314
|
12/03/2018
|
Purchase of Ordinary Common Stock
|
135,496
|
56.6314
|
12/03/2018
|
Purchase of Ordinary Common Stock
|
41,394
|
55.5816
|
12/03/2018
|
Purchase of Ordinary Common Stock
|
41,394
|
55.5816
|
12/03/2018
|
Purchase of Ordinary Common Stock
|
84,934
|
55.8841
|
12/04/2018
|
Purchase of Ordinary Common Stock
|
84,934
|
55.8841
|
12/04/2018
|
Purchase of Ordinary Common Stock
|
25,776
|
56.4566
|
12/04/2018
|
Purchase of Ordinary Common Stock
|
25,776
|
56.4566
|
12/04/2018
|
Sale of Ordinary Common Stock
|
(100,000)
|
54.9928
|
12/04/2018
|
Purchase of Forward Contract
|
100,000
|
55.0370
|
12/04/2018
|
Sale of Ordinary Common Stock
|
(150,000)
|
53.9028
|
12/06/2018
|
Purchase of Ordinary Common Stock
|
23,403
|
53.9549
|
12/06/2018
|
Purchase of Ordinary Common Stock
|
23,403
|
53.9549
|
12/06/2018
|
Purchase of Forward Contract
|
150,000
|
53.9702
|
12/06/2018
|
Purchase of Ordinary Common Stock
|
18,372
|
57.4635
|
12/07/2018
|
Purchase of Ordinary Common Stock
|
18,372
|
57.4635
|
12/07/2018
|
Purchase of Ordinary Common Stock
|
44,471
|
58.1135
|
12/07/2018
|
Purchase of Ordinary Common Stock
|
44,470
|
58.1135
|
12/07/2018
|
Purchase of Ordinary Common Stock
|
20,059
|
57.8861
|
12/10/2018
|
Purchase of Ordinary Common Stock
|
20,059
|
57.8861
|
12/10/2018
|
Purchase of Ordinary Common Stock
|
7,729
|
57.8380
|
12/10/2018
|
Purchase of Ordinary Common Stock
|
7,729
|
57.8380
|
12/10/2018
|
Purchase of Ordinary Common Stock
|
15,386
|
59.8225
|
12/11/2018
|
Purchase of Ordinary Common Stock
|
15,387
|
59.8225
|
12/11/2018
|
Purchase of Ordinary Common Stock
|
3,271
|
60.4614
|
12/12/2018
|
Purchase of Ordinary Common Stock
|
3,271
|
60.4614
|
12/12/2018
|
Starboard
Value and Opportunity S LLC
Purchase of Ordinary Common Stock
|
14,804
|
64.4458
|
11/07/2018
|
Purchase of Ordinary Common Stock
|
42,796
|
64.1418
|
11/07/2018
|
Purchase of Ordinary Common Stock
|
912
|
63.2011
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
1,920
|
64.0325
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
1,555
|
63.6050
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
9,600
|
63.1268
|
11/09/2018
|
Purchase of Ordinary Common Stock
|
8,227
|
62.7372
|
11/12/2018
|
Purchase of Ordinary Common Stock
|
11,386
|
58.8619
|
11/13/2018
|
Purchase of Ordinary Common Stock
|
1,440
|
57.5453
|
11/13/2018
|
Purchase of Ordinary Common Stock
|
3,360
|
57.3882
|
11/14/2018
|
Purchase of Ordinary Common Stock
|
2,400
|
56.0454
|
11/16/2018
|
Purchase of Ordinary Common Stock
|
2,400
|
54.6978
|
11/19/2018
|
Purchase of Ordinary Common Stock
|
7,200
|
53.5695
|
11/20/2018
|
Purchase of Ordinary Common Stock
|
960
|
54.0896
|
11/27/2018
|
Purchase of Ordinary Common Stock
|
2,880
|
54.4624
|
11/28/2018
|
Purchase of Ordinary Common Stock
|
1,920
|
55.6050
|
11/29/2018
|
Purchase of Ordinary Common Stock
|
1,440
|
54.7528
|
11/30/2018
|
Purchase of Ordinary Common Stock
|
36,559
|
56.6314
|
12/03/2018
|
Purchase of Ordinary Common Stock
|
11,169
|
55.5816
|
12/03/2018
|
Purchase of Ordinary Common Stock
|
22,917
|
55.8841
|
12/04/2018
|
Purchase of Ordinary Common Stock
|
6,955
|
56.4566
|
12/04/2018
|
Purchase of Ordinary Common Stock
|
6,315
|
53.9549
|
12/06/2018
|
Purchase of Ordinary Common Stock
|
4,957
|
57.4635
|
12/07/2018
|
Purchase of Ordinary Common Stock
|
11,999
|
58.1135
|
12/07/2018
|
Purchase of Ordinary Common Stock
|
5,412
|
57.8861
|
12/10/2018
|
Purchase of Ordinary Common Stock
|
2,085
|
57.8380
|
12/10/2018
|
Purchase of Ordinary Common Stock
|
4,152
|
59.8225
|
12/11/2018
|
Purchase of Ordinary Common Stock
|
883
|
60.4614
|
12/12/2018
|
Starboard
Value and Opportunity C LP
Purchase of Ordinary Common Stock
|
8,481
|
64.4458
|
11/07/2018
|
Purchase of Ordinary Common Stock
|
24,519
|
64.1418
|
11/07/2018
|
Purchase of Ordinary Common Stock
|
523
|
63.2011
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
1,100
|
64.0325
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
891
|
63.6050
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
5,500
|
63.1268
|
11/09/2018
|
Purchase of Ordinary Common Stock
|
4,713
|
62.7372
|
11/12/2018
|
Purchase of Ordinary Common Stock
|
6,523
|
58.8619
|
11/13/2018
|
Purchase of Ordinary Common Stock
|
825
|
57.5453
|
11/13/2018
|
Purchase of Ordinary Common Stock
|
1,925
|
57.3882
|
11/14/2018
|
Purchase of Ordinary Common Stock
|
1,375
|
56.0454
|
11/16/2018
|
Purchase of Ordinary Common Stock
|
1,375
|
54.6978
|
11/19/2018
|
Purchase of Ordinary Common Stock
|
4,125
|
53.5695
|
11/20/2018
|
Purchase of Ordinary Common Stock
|
550
|
54.0896
|
11/27/2018
|
Purchase of Ordinary Common Stock
|
1,650
|
54.4624
|
11/28/2018
|
Purchase of Ordinary Common Stock
|
1,100
|
55.6050
|
11/29/2018
|
Purchase of Ordinary Common Stock
|
825
|
54.7528
|
11/30/2018
|
Purchase of Ordinary Common Stock
|
20,729
|
56.6314
|
12/03/2018
|
Purchase of Ordinary Common Stock
|
6,333
|
55.5816
|
12/03/2018
|
Purchase of Ordinary Common Stock
|
12,994
|
55.8841
|
12/04/2018
|
Purchase of Ordinary Common Stock
|
3,944
|
56.4566
|
12/04/2018
|
Purchase of Ordinary Common Stock
|
3,581
|
53.9549
|
12/06/2018
|
Purchase of Ordinary Common Stock
|
2,810
|
57.4635
|
12/07/2018
|
Purchase of Ordinary Common Stock
|
6,803
|
58.1135
|
12/07/2018
|
Purchase of Ordinary Common Stock
|
3,069
|
57.8861
|
12/10/2018
|
Purchase of Ordinary Common Stock
|
1,183
|
57.8380
|
12/10/2018
|
Purchase of Ordinary Common Stock
|
2,354
|
59.8225
|
12/11/2018
|
Purchase of Ordinary Common Stock
|
501
|
60.4614
|
12/12/2018
|
STARBOARD
VALUE LP
(Through the Starboard Value LP Account)
Purchase of Ordinary Common Stock
|
19,892
|
64.4458
|
11/07/2018
|
Purchase of Ordinary Common Stock
|
57,508
|
64.1418
|
11/07/2018
|
Purchase of Ordinary Common Stock
|
1,225
|
63.2011
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
2,580
|
64.0325
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
2,090
|
63.6050
|
11/08/2018
|
Purchase of Ordinary Common Stock
|
12,900
|
63.1268
|
11/09/2018
|
Purchase of Ordinary Common Stock
|
11,055
|
62.7372
|
11/12/2018
|
Purchase of Ordinary Common Stock
|
15,300
|
58.8619
|
11/13/2018
|
Purchase of Ordinary Common Stock
|
1,935
|
57.5453
|
11/13/2018
|
Purchase of Ordinary Common Stock
|
4,515
|
57.3882
|
11/14/2018
|
Purchase of Ordinary Common Stock
|
3,225
|
56.0454
|
11/16/2018
|
Purchase of Ordinary Common Stock
|
3,225
|
54.6978
|
11/19/2018
|
Purchase of Ordinary Common Stock
|
9,675
|
53.5695
|
11/20/2018
|
Purchase of Ordinary Common Stock
|
1,290
|
54.0896
|
11/27/2018
|
Purchase of Ordinary Common Stock
|
3,870
|
54.4624
|
11/28/2018
|
Purchase of Ordinary Common Stock
|
2,580
|
55.6050
|
11/29/2018
|
Purchase of Ordinary Common Stock
|
1,935
|
54.7528
|
11/30/2018
|
Purchase of Ordinary Common Stock
|
48,620
|
56.6314
|
12/03/2018
|
Purchase of Ordinary Common Stock
|
14,853
|
55.5816
|
12/03/2018
|
Purchase of Ordinary Common Stock
|
30,478
|
55.8841
|
12/04/2018
|
Purchase of Ordinary Common Stock
|
9,249
|
56.4566
|
12/04/2018
|
Purchase of Ordinary Common Stock
|
8,398
|
53.9549
|
12/06/2018
|
Purchase of Ordinary Common Stock
|
6,592
|
57.4635
|
12/07/2018
|
Purchase of Ordinary Common Stock
|
15,957
|
58.1135
|
12/07/2018
|
Purchase of Ordinary Common Stock
|
7,198
|
57.8861
|
12/10/2018
|
Purchase of Ordinary Common Stock
|
2,774
|
57.8380
|
12/10/2018
|
Purchase of Ordinary Common Stock
|
5,521
|
59.8225
|
12/11/2018
|
Purchase of Ordinary Common Stock
|
1,174
|
60.4614
|
12/12/2018
|