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
).
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1
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NAME OF REPORTING PERSON
|
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|
STARBOARD VALUE LP
|
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
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3
|
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SEC USE ONLY
|
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|
|
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|
|
4
|
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SOURCE OF FUNDS
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|
OO
|
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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|
CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
|
NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
28,880,086
|
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OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
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|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
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|
|
|
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|
|
28,880,086
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
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|
28,880,086*
|
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|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
4.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
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PN
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*
Includes 2,649,783 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.
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1
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NAME OF REPORTING PERSON
|
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|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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|
(b) ☐
|
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3
|
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SEC USE ONLY
|
|
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|
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|
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|
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|
4
|
|
SOURCE OF FUNDS
|
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|
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|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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|
|
|
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|
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|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
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|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
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|
9,927,780
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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|
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9,927,780
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
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|
|
9,927,780
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
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|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
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|
CO
|
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|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE AND OPPORTUNITY S LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
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|
|
|
|
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|
3
|
|
SEC USE ONLY
|
|
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|
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|
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|
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|
4
|
|
SOURCE OF FUNDS
|
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|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
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|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,340,518
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,340,518
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,340,518
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
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
|
|
|
|
|
766,922
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
766,922
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
766,922
|
|
|
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
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
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
|
|
|
|
|
2,870,665
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,870,665
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,870,665
|
|
|
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
|
|
|
|
|
3,393,179
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,393,179
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,393,179
|
|
|
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 LEADERS JULIET 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
|
|
|
|
|
7,315,463
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
7,315,463
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
7,315,463*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
*
Includes 449,783 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD LEADERS FUND 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
|
|
|
|
|
7,315,463
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
7,315,463
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
7,315,463*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*
Includes 449,783 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD LEADERS SELECT II 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
|
|
|
|
|
2,979,958
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,979,958
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,979,958*
|
|
|
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
|
|
*
Includes 2,200,000 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD LEADERS SELECT II 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
|
|
|
|
|
2,979,958
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,979,958
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,979,958*
|
|
|
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
|
|
*
Includes 2,200,000 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD LEADERS SELECT FUND 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
|
|
|
|
|
2,979,958
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,979,958
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,979,958*
|
|
|
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
|
|
*
Includes 2,200,000 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD T FUND 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
|
|
|
|
|
2,161,534
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,161,534
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,161,534
|
|
|
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 A 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
|
|
|
|
|
12,456,955
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
12,456,955
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
12,456,955*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*
Includes 2,649,783 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE A 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
|
|
|
|
|
12,456,955
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
12,456,955
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
12,456,955*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
*
Includes 2,649,783 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD P FUND 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
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,103,743
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,103,743
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,103,743
|
|
|
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 P 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
|
|
|
|
|
2,103,743
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,103,743
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,103,743
|
|
|
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 MASTER FUND L 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
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
522,514
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
522,514
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
522,514
|
|
|
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 L 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
|
|
|
|
|
522,514
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
522,514
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
522,514
|
|
|
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 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
|
|
|
|
|
28,880,086
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
28,880,086
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
28,880,086*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
*
Includes 2,649,783 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
|
|
|
|
|
28,880,086
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
28,880,086
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
28,880,086*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*
Includes 2,649,783 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
|
|
|
|
|
28,880,086
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
28,880,086
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
28,880,086*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
*
Includes 2,649,783 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
|
|
|
|
|
28,880,086
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
28,880,086
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
28,880,086*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*
Includes 2,649,783 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
|
|
|
|
|
33,204
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
28,880,086
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
33,204
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
28,880,086
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
28,913,290 *
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*
Includes 2,649,783 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.
The following constitutes
Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule
13D as specifically set forth herein.
|
Item 2.
|
Identity and Background.
|
|
Item
|
2 is hereby amended and restated to read as follows:
|
(a) This
statement is filed by:
|
(i)
|
Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard
V&O Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S
LLC”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”),
with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Starboard Leaders Juliet LLC, a Delaware limited liability company (“Starboard Juliet LLC”),
with respect to the Shares directly and beneficially owned by it;
|
|
(v)
|
Starboard Leaders Fund LP (“Starboard Leaders Fund”), as a member of Starboard Juliet
LLC;
|
|
(vi)
|
Starboard Leaders Select II LP, a Delaware limited partnership (“Starboard Select II LP”),
with respect to the Shares directly and beneficially owned by it;
|
|
(vii)
|
Starboard Leaders Select II GP LLC (“Starboard Select II GP”), as the general partner
of Starboard Select II LP;
|
|
(viii)
|
Starboard Leaders Select Fund LP (“Starboard Select Fund”), as the sole member of Starboard
Select II GP;
|
|
(ix)
|
Starboard T Fund LP, a Delaware limited partnership (“Starboard T LP”), with respect
to the Shares directly and beneficially owned by it;
|
|
(x)
|
Starboard Value A LP (“Starboard A LP”), as the general partner of Starboard Leaders
Fund, Starboard Select Fund and Starboard T LP and the managing member of Starboard Juliet LLC;
|
|
(xi)
|
Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A
LP;
|
|
(xii)
|
Starboard P Fund LP, a Cayman Islands limited partnership (“Starboard P LP”), with
respect to the Shares directly and beneficially owned by it;
|
|
(xiii)
|
Starboard Value P GP LLC (“Starboard P GP”), as the general partner of Starboard P
LP;
|
|
(xiv)
|
Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership
(“Starboard L Master”), with respect to the Shares directly and beneficially owned by it;
|
|
(xv)
|
Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master;
|
|
(xvi)
|
Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP and
the sole member of Starboard P GP;
|
|
(xvii)
|
Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R
LP and Starboard L GP;
|
|
(xviii)
|
Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard
Juliet LLC, Starboard Select II LP, Starboard T LP, Starboard P LP, Starboard L Master, Starboard Leaders Fund, Starboard Select
Fund and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
|
|
(xix)
|
Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard
Value LP;
|
|
(xx)
|
Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
|
|
(xxi)
|
Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal
Co;
|
|
(xxii)
|
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; and
|
|
(xxiii)
|
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 Juliet LLC,
Starboard Leaders Fund, Starboard Select II LP, Starboard Select II GP, Starboard Select Fund, Starboard T LP, Starboard A LP,
Starboard A GP, Starboard P GP, Starboard L GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs.
Smith and Feld is 777 Third Avenue, 18
th
Floor, New York, New York 10017. The address of the principal office of each
of Starboard V&O Fund, Starboard P LP and Starboard L Master is Cayman Corporate Centre, 27 Hospital Road, George Town, Grand
Cayman KY1-9008, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business
addresses are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2.
(c) The
principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for
the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order
to enhance shareholder value. Starboard S LLC, Starboard C LP, Starboard Juliet LLC, Starboard Select II LP, Starboard T LP, Starboard
P LP and Starboard L Master have been formed for the purpose of investing in securities and engaging in all related activities
and transactions. The principal business of each of Starboard Leaders Fund and Starboard Select Fund is serving as a private investment
partnership. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard
V&O Fund, Starboard C LP, Starboard L Master, Starboard Juliet LLC, Starboard Select II LP, Starboard T LP, Starboard P LP,
Starboard Leaders Fund, Starboard Select Fund 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 and Starboard
L GP. Starboard Select II GP serves as the general partner of Starboard Select II LP. Starboard A LP serves as the general partner
of Starboard Leaders Fund, Starboard Select Fund and Starboard T LP and the managing member of Starboard Juliet LLC. Starboard
A GP serves as the general partner of Starboard A LP. Starboard P GP serves as the general partner of Starboard P LP. Starboard
L GP serves as the general partner of Starboard L Master. Messrs. Smith 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 to the Schedule 13D, 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 to the Schedule 13D, 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 and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A to the Schedule
13D is set forth therein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Juliet LLC, Starboard Select II LP, Starboard T
LP, Starboard P LP and Starboard L Master, and held in the Starboard Value LP Account were purchased with working capital (which
may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases,
except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price
of the 9,927,780 Shares beneficially owned by Starboard V&O Fund is approximately $87,998,673, excluding brokerage commissions.
The aggregate purchase price of the 1,340,518 Shares beneficially owned by Starboard S LLC is approximately $11,942,806, excluding
brokerage commissions. The aggregate purchase price of the 766,922 Shares beneficially owned by Starboard C LP is approximately
$6,609,975, excluding brokerage commissions. The aggregate purchase price of the 6,865,680 Shares beneficially owned by Starboard
Juliet LLC is approximately $56,397,149, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter
forward purchase contracts providing for the purchase of 449,783 Shares by Starboard Juliet LLC is approximately $8,390,865, excluding
brokerage commissions. The aggregate purchase price of the 779,958 Shares beneficially owned by Starboard Select II LP is approximately
$6,400,470, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase
contracts providing for the purchase of 2,200,000 Shares by Starboard Select II LP is approximately $40,517,510, excluding brokerage
commissions. The aggregate purchase price of the 2,161,534 Shares beneficially owned by Starboard T LP is approximately $18,092,263,
excluding brokerage commissions. The aggregate purchase price of the 2,103,743 Shares beneficially owned by Starboard P LP is
approximately $37,342,729, excluding brokerage commissions. The aggregate purchase price of the 522,514 Shares beneficially owned
by Starboard L Master is approximately $8,459,502, excluding brokerage commissions. The aggregate purchase price of the 1,761,654
Shares held in the Starboard Value LP Account is approximately $20,962,333, excluding brokerage commissions.
The 33,204 Shares
beneficially owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended
to add the following:
Starboard Value LP
(together with its affiliates, “Starboard”) has undertaken the sales reported in this Amendment No. 6 to the Schedule
13D to effectuate a rebalancing of Starboard’s portfolio in light of the significant appreciation in the Issuer’s stock
price since Starboard filed its initial Schedule 13D in the Issuer three years ago. Starboard intends to remain a large shareholder
of the Issuer and has full confidence in the ability of management and the Board of Directors of the Issuer to protect and enhance
shareholder value and represent the best interests of all shareholders.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
Item
|
5 is hereby amended and restated to read as follows:
|
The aggregate percentage
of Shares reported owned by each person named herein is based upon 657,400,000 Shares outstanding, as of December 3, 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 December 10, 2018.
|
(a)
|
As of the close of business on February 13, 2019, Starboard V&O Fund beneficially owned 9,927,780
Shares.
|
Percentage: Approximately 1.5%
|
(b)
|
1. Sole power to vote or direct vote: 9,927,780
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 9,927,780
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 A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 13, 2019, Starboard S LLC beneficially owned 1,340,518
Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 1,340,518
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,340,518
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
A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 13, 2019, Starboard C LP beneficially owned 766,922 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 766,922
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 766,922
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
A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 13, 2019, Starboard Juliet LLC beneficially owned 7,315,463
Shares, including 449,783 Shares underlying certain forward purchase contracts.
|
Percentage: Approximately 1.1%
|
(b)
|
1. Sole power to vote or direct vote: 7,315,463
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,315,463
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard Juliet LLC during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
|
|
E.
|
Starboard Leaders Fund
|
|
(a)
|
Starboard Leaders Fund, as a member of Starboard Juliet LLC, may be deemed the beneficial owner
of the 7,315,463 Shares owned by Starboard Juliet LLC.
|
Percentage: Approximately 1.1%
|
(b)
|
1. Sole power to vote or direct vote: 7,315,463
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,315,463
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Leaders Fund has not entered into any transactions in the Shares during the past sixty
days. The transactions in the Shares on behalf of Starboard Juliet LLC during the past sixty days are set forth in Schedule A and
are incorporated herein by reference.
|
|
F.
|
Starboard Select II LP
|
|
(a)
|
As of the close of business on February 13, 2019, Starboard Select II LP beneficially owned 2,979,958
Shares, including 2,200,000 Shares underlying certain forward purchase contracts.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 2,979,958
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,979,958
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard Select II LP during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
|
|
G.
|
Starboard Select II GP
|
|
(a)
|
Starboard Select II GP, as the general partner of Starboard Select II LP, may be deemed the beneficial
owner of the 2,979,958 Shares owned by Starboard Select II LP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 2,979,958
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,979,958
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Select II GP has not entered into any transactions in the Shares during the past sixty
days. The transactions in the Shares on behalf of Starboard Select II LP during the past sixty days are set forth in Schedule A
and are incorporated herein by reference.
|
|
(a)
|
Starboard Select Fund, as the sole member of Starboard Select II GP, may be deemed the beneficial
owner of the 2,979,958 Shares owned by Starboard Select II LP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 2,979,958
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,979,958
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Select Fund has not entered into any transactions in the Shares during the past sixty
days. The transactions in the Shares on behalf of Starboard Select II LP during the past sixty days are set forth in Schedule A
and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 13, 2019, Starboard T LP beneficially owned 2,161,534 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 2,161,534
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,161,534
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard T LP during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 13, 2019, Starboard P LP beneficially owned 2,103,743 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 2,103,743
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,103,743
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard P LP during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
Starboard P GP, as the general partner of Starboard P LP, may be deemed the beneficial owner of
the 2,103,743 Shares owned by Starboard P LP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 2,103,743
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,103,743
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard P GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares
on behalf of Starboard P LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Starboard R LP, as the general partner of Starboard C LP and sole member of Starboard P GP, may
be deemed the beneficial owner of the (i) 766,922 Shares owned by Starboard C LP and (ii) 2,103,743 Shares owned by Starboard P
LP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 2,870,665
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,870,665
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 and Starboard P LP during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the
beneficial owner of the (i) 766,922 Shares owned by Starboard C LP, (ii) 2,103,743 Shares owned by Starboard P LP and (iii) 522,514
Shares owned by Starboard L Master.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 3,393,179
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,393,179
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 and Starboard P LP during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
Starboard A LP, as the general partner of Starboard Leaders Fund, Starboard Select Fund and Starboard
T LP and the managing member of Starboard Juliet LLC, may be deemed the beneficial owner of the (i) 7,315,463 Shares owned by Starboard
Juliet LLC, (ii) 2,979,958 Shares owned by Starboard Select II LP and (iii) 2,161,534 Shares owned by Starboard T LP.
|
Percentage: Approximately 1.9%
|
(b)
|
1. Sole power to vote or direct vote: 12,456,955
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 12,456,955
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard A LP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard Juliet LLC, Starboard Select II LP and Starboard T LP during the past sixty
days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of
the (i) 7,315,463 Shares owned by Starboard Juliet LLC, (ii) 2,979,958 Shares owned by Starboard Select II LP and (iii) 2,161,534
Shares owned by Starboard T LP.
|
Percentage: Approximately 1.9%
|
(b)
|
1. Sole power to vote or direct vote: 12,456,955
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 12,456,955
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard A GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard Juliet LLC, Starboard Select II LP and Starboard T LP during the past sixty
days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 13, 2019, Starboard L Master beneficially owned 522,514
Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 522,514
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 522,514
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard L Master during the past sixty days are set forth in
Schedule A and are incorporated herein by reference.
|
|
(a)
|
Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner
of the 522,514 Shares owned by Starboard L Master.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 522,514
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 522,514
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard L GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares
on behalf of Starboard L Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 13, 2019, 1,761,654 Shares were held in the Starboard Value
LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Juliet LLC, Starboard
Select II LP, Starboard T LP, Starboard P LP, Starboard L Master and the Starboard Value LP Account and the manager of Starboard
S LLC, may be deemed the beneficial owner of the (i) 9,927,780 Shares owned by Starboard V&O Fund, (ii) 1,340,518 Shares owned
by Starboard S LLC, (iii) 766,922 Shares owned by Starboard C LP, (iv) 7,315,463 Shares owned by Starboard Juliet LLC, (v) 2,979,958
Shares owned by Starboard Select II LP, (vi) 2,161,534 Shares owned by Starboard T LP, (vii) 2,103,743 Shares owned by Starboard
P LP, (viii) 522,514 Shares owned by Starboard L Master and (ix) 1,761,654 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 4.4%
|
(b)
|
1. Sole power to vote or direct vote: 28,880,086
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 28,880,086
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, Starboard C LP, Starboard Juliet LLC, Starboard Select II LP, Starboard
T LP, Starboard P LP and Starboard L Master are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial
owner of the (i) 9,927,780 Shares owned by Starboard V&O Fund, (ii) 1,340,518 Shares owned by Starboard S LLC, (iii) 766,922
Shares owned by Starboard C LP, (iv) 7,315,463 Shares owned by Starboard Juliet LLC, (v) 2,979,958 Shares owned by Starboard Select
II LP, (vi) 2,161,534 Shares owned by Starboard T LP, (vii) 2,103,743 Shares owned by Starboard P LP, (viii) 522,514 Shares owned
by Starboard L Master and (ix) 1,761,654 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 4.4%
|
(b)
|
1. Sole power to vote or direct vote: 28,880,086
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 28,880,086
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, Starboard Juliet LLC,
Starboard Select II LP, Starboard T LP, Starboard P LP and Starboard L Master and through the Starboard Value LP Account during
the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i)
9,927,780 Shares owned by Starboard V&O Fund, (ii) 1,340,518 Shares owned by Starboard S LLC, (iii) 766,922 Shares owned by
Starboard C LP, (iv) 7,315,463 Shares owned by Starboard Juliet LLC, (v) 2,979,958 Shares owned by Starboard Select II LP, (vi)
2,161,534 Shares owned by Starboard T LP, (vii) 2,103,743 Shares owned by Starboard P LP, (viii) 522,514 Shares owned by Starboard
L Master and (ix) 1,761,654 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 4.4%
|
(b)
|
1. Sole power to vote or direct vote: 28,880,086
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 28,880,086
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, Starboard Juliet LLC,
Starboard Select II LP, Starboard T LP, Starboard P LP and Starboard L Master and through the Starboard Value LP Account during
the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the
(i) 9,927,780 Shares owned by Starboard V&O Fund, (ii) 1,340,518 Shares owned by Starboard S LLC, (iii) 766,922 Shares owned
by Starboard C LP, (iv) 7,315,463 Shares owned by Starboard Juliet LLC, (v) 2,979,958 Shares owned by Starboard Select II LP, (vi)
2,161,534 Shares owned by Starboard T LP, (vii) 2,103,743 Shares owned by Starboard P LP, (viii) 522,514 Shares owned by Starboard
L Master and (ix) 1,761,654 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 4.4%
|
(b)
|
1. Sole power to vote or direct vote: 28,880,086
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 28,880,086
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, Starboard Juliet LLC,
Starboard Select II LP, Starboard T LP, Starboard P LP and Starboard L Master and through the Starboard Value LP Account during
the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Mr. 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, may be deemed the beneficial owner of (i) 9,927,780 Shares owned by Starboard
V&O Fund, (ii) 1,340,518 Shares owned by Starboard S LLC, (iii) 766,922 Shares owned by Starboard C LP, (iv) 7,315,463 Shares
owned by Starboard Juliet LLC, (v) 2,979,958 Shares owned by Starboard Select II LP, (vi) 2,161,534 Shares owned by Starboard T
LP, (vii) 2,103,743 Shares owned by Starboard P LP, (viii) 522,514 Shares owned by Starboard L Master and (ix) 1,761,654 Shares
held in the Starboard Value LP Account.
|
Percentage: Approximately 4.4%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 28,880,086
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 28,880,086
|
|
(c)
|
Mr. Smith 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, Starboard Juliet LLC, Starboard Select
II LP, Starboard T LP, Starboard P LP and Starboard L Master and through the Starboard Value LP Account during the past sixty days
are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on February 13, 2019, Mr. Feld beneficially owned 33,204 Shares. Mr.
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) 9,927,780 Shares owned by Starboard V&O Fund, (ii)
1,340,518 Shares owned by Starboard S LLC, (iii) 766,922 Shares owned by Starboard C LP, (iv) 7,315,463 Shares owned by Starboard
Juliet LLC, (v) 2,979,958 Shares owned by Starboard Select II LP, (vi) 2,161,534 Shares owned by Starboard T LP, (vii) 2,103,743
Shares owned by Starboard P LP, (viii) 522,514 Shares owned by Starboard L Master and (ix) 1,761,654 Shares held in the Starboard
Value LP Account.
|
Percentage: Approximately 4.4%
|
(b)
|
1. Sole power to vote or direct vote: 33,204
2. Shared power to vote or direct vote: 28,880,086
3. Sole power to dispose or direct the disposition: 33,204
4. Shared power to dispose or direct the disposition: 28,880,086
|
|
(c)
|
Mr. Feld 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, Starboard Juliet LLC, Starboard Select
II LP, Starboard T LP, Starboard P LP and Starboard L Master and through the Starboard Value LP Account during the past sixty days
are set forth in Schedule A 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.
|
|
(e)
|
As of February 12, 2019, the Reporting Persons ceased to beneficially own more than 5% of the outstanding
Shares of the Issuer.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Item 6 is hereby amended
to add the following:
Starboard Juliet LLC
entered into forward contracts with Morgan Stanley as the counterparty providing for the purchase of an aggregate of 449,783 Shares
having an aggregate purchase price of approximately $8,390,865 (each an “MS Forward Contract”). Each MS Forward Contract
entered into by Starboard Juliet LLC has a final valuation date of March 13, 2020, however, Starboard Juliet LLC has the ability
to elect early settlement after serving notice to the counter-party of such intention at least two (2) scheduled trading days in
advance of the desired early final valuation date. Each of the MS Forward Contracts provides for physical settlement. Until the
settlement date, none of the MS Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to
which such contracts relate.
Starboard Select II
LP entered into forward contracts with Goldman Sachs as the counterparty providing for the purchase of an aggregate of 2,200,000
Shares having an aggregate purchase price of $40,517,510 (each a “GS Forward Contract”). Each of the GS Forward Contracts
has a final valuation date of April 8, 2020, however, Starboard Select II LP has the ability to elect early settlement after serving
notice to Goldman Sachs of such intention at least two (2) scheduled trading days in advance of the desired early final valuation
date. Each of the GS Forward Contracts provides for physical settlement. Until the settlement date, none of the GS Forward Contracts
give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.
On February 14, 2019,
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. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 is
hereby amended to add the following exhibit:
|
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 Leaders Juliet LLC, Starboard Leaders Fund
LP, Starboard Leaders Select II LP, Starboard Leaders Select II GP LLC, Starboard Leaders Select Fund LP, Starboard T Fund LP,
Starboard Value A LP, Starboard Value A GP LLC, Starboard P Fund LP, Starboard Value P GP LLC, Starboard Value and Opportunity
Master Fund L LP, Starboard Value L LP, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal
Co GP LLC, Jeffrey C. Smith, and Peter A. Feld, dated February 14, 2019.
|
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: February 14, 2019
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
Starboard Value and Opportunity
S LLC
By: Starboard Value LP,
its manager
Starboard Value and Opportunity
C LP
By: Starboard Value R LP,
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD LEADERS JULIET LLC
By: Starboard Value A LP,
its managing member
Starboard Leaders Fund LP
By: Starboard Value A LP,
its general partner
Starboard Leaders Select
II LP
By: Starboard Leaders Select II GP LLC,
its general partner
Starboard Leaders Select
Fund LP
By: Starboard Value A LP,
its general partner
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP
By: Starboard Value L LP,
its general partner
|
|
STARBOARD VALUE L LP
By: Starboard Value R GP LLC,
its general partner
Starboard T Fund LP
By: Starboard Value A LP,
its general partner
STARBOARD VALUE A LP
By: Starboard Value A GP LLC,
its general partner
Starboard P Fund LP
By: Starboard Value P GP LLC,
its general partner
Starboard Value P GP LLC
By: Starboard Value R LP,
its member
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
Starboard Value A GP LLC
Starboard Value R GP LLC
Starboard Leaders Select
II 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 Peter A. Feld
|
SCHEDULE A
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 Put Option
1
|
2,560,700
|
1.4100
|
12/20/2018
|
Purchase of Put Option
1
|
1,239,100
|
1.2950
|
12/20/2018
|
Sale of Put Option
2
|
(3,139,600)
|
1.1500
|
12/20/2018
|
Sale of Put Option
2
|
(1,586,000)
|
1.0350
|
12/20/2018
|
Purchase of Put Option
3
|
236,200
|
0.9300
|
12/27/2018
|
Sale of Put Option
4
|
(236,200)
|
0.9300
|
12/27/2018
|
Disposition of Common Stock
5
|
(697,120)
|
16.1900
|
01/02/2019
|
Acquisition of Put Option
6
|
236,200
|
0.5100
|
01/02/2019
|
Purchase of Put Option
3
|
3,139,600
|
0.0900
|
01/15/2019
|
Purchase of Put Option
3
|
1,349,800
|
0.0800
|
01/15/2019
|
Sale of Common Stock
|
(687,518)
|
18.5519
|
01/25/2019
|
Sale of Common Stock
|
(275,006)
|
18.3956
|
01/30/2019
|
Sale of Common Stock
|
(68,751)
|
18.6178
|
01/31/2019
|
Sale of Common Stock
|
(51,564)
|
18.6500
|
02/01/2019
|
Sale of Common Stock
|
(68,752)
|
18.6739
|
02/05/2019
|
Sale of Common Stock
|
(343,758)
|
19.0424
|
02/06/2019
|
Sale of Common Stock
|
(223,443)
|
19.0255
|
02/06/2019
|
Sale of Common Stock
|
(171,879)
|
19.4419
|
02/12/2019
|
Sale of Common Stock
|
(85,940)
|
19.4550
|
02/12/2019
|
Sale of Common Stock
|
(171,879)
|
19.4568
|
02/12/2019
|
Sale of Common Stock
|
(309,623)
|
19.3839
|
02/12/2019
|
Sale of Common Stock
|
(378,134)
|
19.4467
|
02/12/2019
|
Sale of Common Stock
|
(171,879)
|
19.3722
|
02/13/2019
|
Sale of Common Stock
|
(240,631)
|
19.5284
|
02/13/2019
|
Sale of Common Stock
|
(68,752)
|
19.4450
|
02/13/2019
|
STARBOARD VALUE AND OPPORTUNITY S LLC
Purchase of Put Option
1
|
342,900
|
1.4100
|
12/20/2018
|
Purchase of Put Option
1
|
165,900
|
1.2950
|
12/20/2018
|
Sale of Put Option
2
|
(420,400)
|
1.1500
|
12/20/2018
|
Sale of Put Option
2
|
(212,400)
|
1.0350
|
12/20/2018
|
Purchase of Put Option
3
|
420,400
|
0.0900
|
01/15/2019
|
Purchase of Put Option
3
|
212,400
|
0.0800
|
01/15/2019
|
Sale of Common Stock
|
(92,834)
|
18.5519
|
01/25/2019
|
Sale of Common Stock
|
(37,134)
|
18.3956
|
01/30/2019
|
Sale of Common Stock
|
(9,283)
|
18.6178
|
01/31/2019
|
Sale of Common Stock
|
(6,962)
|
18.6500
|
02/01/2019
|
Sale of Common Stock
|
(9,283)
|
18.6739
|
02/05/2019
|
Sale of Common Stock
|
(46,417)
|
19.0424
|
02/06/2019
|
Sale of Common Stock
|
(30,171)
|
19.0255
|
02/06/2019
|
Sale of Common Stock
|
(23,208)
|
19.4419
|
02/12/2019
|
Sale of Common Stock
|
(11,604)
|
19.4550
|
02/12/2019
|
Sale of Common Stock
|
(23,208)
|
19.4568
|
02/12/2019
|
Sale of Common Stock
|
(41,807)
|
19.3839
|
02/12/2019
|
Sale of Common Stock
|
(51,058)
|
19.4467
|
02/12/2019
|
Sale of Common Stock
|
(23,209)
|
19.3722
|
02/13/2019
|
Sale of Common Stock
|
(32,492)
|
19.5284
|
02/13/2019
|
Sale of Common Stock
|
(9,283)
|
19.4450
|
02/13/2019
|
STARBOARD VALUE AND OPPORTUNITY C LP
Purchase of Put Option
1
|
196,400
|
1.4100
|
12/20/2018
|
Purchase of Put Option
1
|
95,000
|
1.2950
|
12/20/2018
|
Sale of Put Option
2
|
(240,800)
|
1.1500
|
12/20/2018
|
Sale of Put Option
2
|
(121,600)
|
1.0350
|
12/20/2018
|
Purchase of Put Option
3
|
240,800
|
0.0900
|
01/15/2019
|
Purchase of Put Option
3
|
121,600
|
0.0800
|
01/15/2019
|
Sale of Common Stock
|
(53,111)
|
18.5519
|
01/25/2019
|
Sale of Common Stock
|
(21,245)
|
18.3956
|
01/30/2019
|
Sale of Common Stock
|
(5,311)
|
18.6178
|
01/31/2019
|
Sale of Common Stock
|
(3,983)
|
18.6500
|
02/01/2019
|
Sale of Common Stock
|
(5,311)
|
18.6739
|
02/05/2019
|
Sale of Common Stock
|
(26,556)
|
19.0424
|
02/06/2019
|
Sale of Common Stock
|
(17,261)
|
19.0255
|
02/06/2019
|
Sale of Common Stock
|
(13,278)
|
19.4419
|
02/12/2019
|
Sale of Common Stock
|
(6,639)
|
19.4550
|
02/12/2019
|
Sale of Common Stock
|
(13,278)
|
19.4568
|
02/12/2019
|
Sale of Common Stock
|
(23,919)
|
19.3839
|
02/12/2019
|
Sale of Common Stock
|
(29,211)
|
19.4467
|
02/12/2019
|
Sale of Common Stock
|
(13,278)
|
19.3722
|
02/13/2019
|
Sale of Common Stock
|
(18,589)
|
19.5284
|
02/13/2019
|
Sale of Common Stock
|
(5,311)
|
19.4450
|
02/13/2019
|
STARBOARD LEADERS JULIET LLC
Sale of Common Stock
|
(419,128)
|
18.5519
|
01/25/2019
|
Sale of Common Stock
|
(76,269)
|
18.5519
|
01/25/2019
|
Sale of Common Stock
|
(11,212)
|
18.5519
|
01/25/2019
|
Sale of Common Stock
|
(167,652)
|
18.3956
|
01/30/2019
|
Sale of Common Stock
|
(30,507)
|
18.3956
|
01/30/2019
|
Sale of Common Stock
|
(4,485)
|
18.3956
|
01/30/2019
|
Sale of Common Stock
|
(41,913)
|
18.6178
|
01/31/2019
|
Sale of Common Stock
|
(7,627)
|
18.6178
|
01/31/2019
|
Sale of Common Stock
|
(1,121)
|
18.6178
|
01/31/2019
|
Sale of Common Stock
|
(31,435)
|
18.6500
|
02/01/2019
|
Sale of Common Stock
|
(5,720)
|
18.6500
|
02/01/2019
|
Sale of Common Stock
|
(841)
|
18.6500
|
02/01/2019
|
Sale of Common Stock
|
(41,913)
|
18.6739
|
02/05/2019
|
Sale of Common Stock
|
(7,627)
|
18.6739
|
02/05/2019
|
Sale of Common Stock
|
(1,121)
|
18.6739
|
02/05/2019
|
Sale of Common Stock
|
(209,564)
|
19.0424
|
02/06/2019
|
Sale of Common Stock
|
(38,134)
|
19.0424
|
02/06/2019
|
Sale of Common Stock
|
(5,606)
|
19.0424
|
02/06/2019
|
Sale of Common Stock
|
(136,216)
|
19.0255
|
02/06/2019
|
Sale of Common Stock
|
(24,788)
|
19.0255
|
02/06/2019
|
Sale of Common Stock
|
(3,644)
|
19.0255
|
02/06/2019
|
Sale of Common Stock
|
(104,782)
|
19.4419
|
02/12/2019
|
Sale of Common Stock
|
(19,067)
|
19.4419
|
02/12/2019
|
Sale of Common Stock
|
(2,803)
|
19.4419
|
02/12/2019
|
Sale of Common Stock
|
(52,391)
|
19.4550
|
02/12/2019
|
Sale of Common Stock
|
(9,534)
|
19.4550
|
02/12/2019
|
Sale of Common Stock
|
(1,401)
|
19.4550
|
02/12/2019
|
Sale of Common Stock
|
(104,782)
|
19.4568
|
02/12/2019
|
Sale of Common Stock
|
(19,067)
|
19.4568
|
02/12/2019
|
Sale of Common Stock
|
(2,803)
|
19.4568
|
02/12/2019
|
Sale of Common Stock
|
(188,754)
|
19.3839
|
02/12/2019
|
Sale of Common Stock
|
(34,348)
|
19.3839
|
02/12/2019
|
Sale of Common Stock
|
(5,049)
|
19.3839
|
02/12/2019
|
Sale of Common Stock
|
(230,520)
|
19.4467
|
02/12/2019
|
Sale of Common Stock
|
(41,948)
|
19.4467
|
02/12/2019
|
Sale of Common Stock
|
(6,167)
|
19.4467
|
02/12/2019
|
Sale of Common Stock
|
(104,782)
|
19.3722
|
02/13/2019
|
Sale of Common Stock
|
(19,067)
|
19.3722
|
02/13/2019
|
Sale of Common Stock
|
(2,803)
|
19.3722
|
02/13/2019
|
Sale of Common Stock
|
(146,695)
|
19.5284
|
02/13/2019
|
Sale of Common Stock
|
(26,694)
|
19.5284
|
02/13/2019
|
Sale of Common Stock
|
(3,924)
|
19.5284
|
02/13/2019
|
Sale of Common Stock
|
(41,913)
|
19.4450
|
02/13/2019
|
Sale of Common Stock
|
(7,627)
|
19.4450
|
02/13/2019
|
Sale of Common Stock
|
(1,121)
|
19.4450
|
02/13/2019
|
Starboard
LEADERS SELECT II LP
Sale of Common Stock
|
(206,367)
|
18.5519
|
01/25/2019
|
Sale of Common Stock
|
(82,547)
|
18.3956
|
01/30/2019
|
Sale of Common Stock
|
(20,637)
|
18.6178
|
01/31/2019
|
Sale of Common Stock
|
(15,477)
|
18.6500
|
02/01/2019
|
Sale of Common Stock
|
(20,637)
|
18.6739
|
02/05/2019
|
Sale of Common Stock
|
(103,184)
|
19.0424
|
02/06/2019
|
Sale of Common Stock
|
(67,070)
|
19.0255
|
02/06/2019
|
Sale of Common Stock
|
(51,592)
|
19.4419
|
02/12/2019
|
Sale of Common Stock
|
(25,796)
|
19.4550
|
02/12/2019
|
Sale of Common Stock
|
(51,592)
|
19.4568
|
02/12/2019
|
Sale of Common Stock
|
(92,938)
|
19.3839
|
02/12/2019
|
Sale of Common Stock
|
(113,502)
|
19.4467
|
02/12/2019
|
Sale of Common Stock
|
(51,592)
|
19.3722
|
02/13/2019
|
Sale of Common Stock
|
(72,229)
|
19.5284
|
02/13/2019
|
Sale of Common Stock
|
(20,637)
|
19.4450
|
02/13/2019
|
Starboard
T Fund LP
Sale of Common Stock
|
(149,690)
|
18.5519
|
01/25/2019
|
Sale of Common Stock
|
(59,876)
|
18.3956
|
01/30/2019
|
Sale of Common Stock
|
(14,969)
|
18.6178
|
01/31/2019
|
Sale of Common Stock
|
(11,227)
|
18.6500
|
02/01/2019
|
Sale of Common Stock
|
(14,969)
|
18.6739
|
02/05/2019
|
Sale of Common Stock
|
(74,845)
|
19.0424
|
02/06/2019
|
Sale of Common Stock
|
(48,649)
|
19.0255
|
02/06/2019
|
Sale of Common Stock
|
(37,423)
|
19.4419
|
02/12/2019
|
Sale of Common Stock
|
(18,711)
|
19.4550
|
02/12/2019
|
Sale of Common Stock
|
(37,423)
|
19.4568
|
02/12/2019
|
Sale of Common Stock
|
(67,413)
|
19.3839
|
02/12/2019
|
Sale of Common Stock
|
(82,330)
|
19.4467
|
02/12/2019
|
Sale of Common Stock
|
(37,423)
|
19.3722
|
02/13/2019
|
Sale of Common Stock
|
(52,391)
|
19.5284
|
02/13/2019
|
Sale of Common Stock
|
(14,969)
|
19.4450
|
02/13/2019
|
Starboard
P Fund LP
Sale of Common Stock
|
(145,688)
|
18.5519
|
01/25/2019
|
Sale of Common Stock
|
(58,275)
|
18.3956
|
01/30/2019
|
Sale of Common Stock
|
(14,569)
|
18.6178
|
01/31/2019
|
Sale of Common Stock
|
(10,927)
|
18.6500
|
02/01/2019
|
Sale of Common Stock
|
(14,569)
|
18.6739
|
02/05/2019
|
Sale of Common Stock
|
(72,844)
|
19.0424
|
02/06/2019
|
Sale of Common Stock
|
(47,348)
|
19.0255
|
02/06/2019
|
Sale of Common Stock
|
(36,422)
|
19.4419
|
02/12/2019
|
Sale of Common Stock
|
(18,211)
|
19.4550
|
02/12/2019
|
Sale of Common Stock
|
(36,422)
|
19.4568
|
02/12/2019
|
Sale of Common Stock
|
(65,611)
|
19.3839
|
02/12/2019
|
Sale of Common Stock
|
(80,129)
|
19.4467
|
02/12/2019
|
Sale of Common Stock
|
(36,422)
|
19.3722
|
02/13/2019
|
Sale of Common Stock
|
(50,991)
|
19.5284
|
02/13/2019
|
Sale of Common Stock
|
(14,569)
|
19.4450
|
02/13/2019
|
Starboard
Value and Opportunity Master Fund L LP
Acquisition of Common Stock
7
|
697,120
|
16.1900
|
01/02/2019
|
Disposition of Put Option
8
|
(236,200)
|
0.5100
|
01/02/2019
|
Purchase of Put Option
9
|
236,200
|
0.0758
|
01/15/2019
|
Sale of Common Stock
|
(36,185)
|
18.5519
|
01/25/2019
|
Sale of Common Stock
|
(14,474)
|
18.3956
|
01/30/2019
|
Sale of Common Stock
|
(3,619)
|
18.6178
|
01/31/2019
|
Sale of Common Stock
|
(2,714)
|
18.6500
|
02/01/2019
|
Sale of Common Stock
|
(3,618)
|
18.6739
|
02/05/2019
|
Sale of Common Stock
|
(18,093)
|
19.0424
|
02/06/2019
|
Sale of Common Stock
|
(11,761)
|
19.0255
|
02/06/2019
|
Sale of Common Stock
|
(9,046)
|
19.4419
|
02/12/2019
|
Sale of Common Stock
|
(4,523)
|
19.4550
|
02/12/2019
|
Sale of Common Stock
|
(9,046)
|
19.4568
|
02/12/2019
|
Sale of Common Stock
|
(16,296)
|
19.3839
|
02/12/2019
|
Sale of Common Stock
|
(19,902)
|
19.4467
|
02/12/2019
|
Sale of Common Stock
|
(9,046)
|
19.3722
|
02/13/2019
|
Sale of Common Stock
|
(12,665)
|
19.5284
|
02/13/2019
|
Sale of Common Stock
|
(3,618)
|
19.4450
|
02/13/2019
|
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
Sale of Common Stock
|
(121,998)
|
18.5519
|
01/25/2019
|
Sale of Common Stock
|
(48,799)
|
18.3956
|
01/30/2019
|
Sale of Common Stock
|
(12,200)
|
18.6178
|
01/31/2019
|
Sale of Common Stock
|
(9,150)
|
18.6500
|
02/01/2019
|
Sale of Common Stock
|
(12,200)
|
18.6739
|
02/05/2019
|
Sale of Common Stock
|
(60,999)
|
19.0424
|
02/06/2019
|
Sale of Common Stock
|
(39,649)
|
19.0255
|
02/06/2019
|
Sale of Common Stock
|
(30,500)
|
19.4419
|
02/12/2019
|
Sale of Common Stock
|
(15,250)
|
19.4550
|
02/12/2019
|
Sale of Common Stock
|
(30,500)
|
19.4568
|
02/12/2019
|
Sale of Common Stock
|
(54,942)
|
19.3839
|
02/12/2019
|
Sale of Common Stock
|
(67,099)
|
19.4467
|
02/12/2019
|
Sale of Common Stock
|
(30,499)
|
19.3722
|
02/13/2019
|
Sale of Common Stock
|
(42,699)
|
19.5284
|
02/13/2019
|
Sale of Common Stock
|
(12,200)
|
19.4450
|
02/13/2019
|
1
Represents shares underlying American-style put options purchased in the over the counter market to cover a short. These put options
had an exercise price of $16.00 per share and would have expired on January 18, 2019.
2
Represents shares underlying American-style put options sold short in the over the counter market. These put options have an exercise
price of $15.50 per share and expire on February 1, 2019.
3
Represents shares underlying American-style put options purchased in the over the counter market to cover a short. These put options
had an exercise price of $15.50 per share and would have expired on February 1, 2019.
4
Represents shares underlying American-style exchange listed put options sold short. These put options have an exercise price of
$15.50 per share and expire on February 1, 2019.
5
Represents an internal transfer of shares to Starboard Value and Opportunity Master Fund L LP.
6
Represents an internal transfer of exchange listed put options from Starboard Value and Opportunity Master Fund L LP. These put
options have an exercise price of $15.50 per share and expire on February 1, 2019.
7
Represents an internal transfer of
shares
from Starboard Value and Opportunity Master Fund
Ltd.
8
Represents an internal transfer of
exchange listed put options
to
Starboard Value and Opportunity Master Fund Ltd
. These put options have an exercise price
of $15.50 per share and expire on February 1, 2019.
9
Represents shares underlying American-style exchange listed put options purchased to cover a short. These put options had an exercise
price of $15.50 per share and would have expired on February 1, 2019.