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
|
|
|
|
|
4,965,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,965,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,965,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
3,049,249
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,049,249
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,049,249
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
496,497
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
496,497
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
496,497
|
|
|
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
|
|
|
|
|
287,969
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
287,969
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
287,969
|
|
|
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
|
|
|
|
|
287,969
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
287,969
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
287,969
|
|
|
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
|
|
|
|
|
564,727
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
564,727
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
564,727
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.0%
|
|
|
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
|
|
|
|
|
276,758
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
276,758
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
276,758
|
|
|
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 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
|
|
|
|
|
276,758
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
276,758
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
276,758
|
|
|
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
|
|
|
|
|
4,965,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,965,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,965,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
4,965,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,965,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,965,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
4,965,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,965,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,965,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
4,965,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,965,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,965,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
4,965,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,965,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,965,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
WENDY F. DICICCO
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
PF
|
|
|
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
|
|
|
|
|
3,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
|
This statement relates
to the Common Stock, no par value (the “Shares”), of Merit Medical Systems, Inc., a Utah corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 1600 West Merit Parkway, South Jordan, Utah 84095.
|
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 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;
|
|
(vi)
|
Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master;
|
|
(vii)
|
Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R
LP and Starboard L GP;
|
|
(viii)
|
Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard
L Master, and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
|
|
(ix)
|
Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard
Value LP;
|
|
(x)
|
Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
|
|
(xi)
|
Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal
Co;
|
|
(xii)
|
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;
|
|
(xiii)
|
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; and
|
|
(xiv)
|
Wendy F. DiCicco, with respect to the Shares directly and beneficially owned by her.
|
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 L GP, Starboard
Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith and Feld is 777 Third Avenue, 18th Floor, New York,
New York 10017. The address of the principal office of Starboard V&O Fund and Starboard L Master is Cayman Corporate Centre,
27 Hospital Road, George Town, Grand Cayman KYI-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 and are incorporated by reference in this Item 2.
The principal business address of Ms. DiCicco is 948 Drovers Lane, Chester Springs, Pennsylvania 19425.
(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 and Starboard L Master 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, Starboard L Master 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 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. The
principal occupation of Ms. DiCicco is serving as an independent financial, executive & board advisory consultant for Board
Advantage, LLC.
(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 and Feld and Ms. DiCicco 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, Starboard C LP, 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 B, which is incorporated by
reference herein. The aggregate purchase price of the 3,049,249 Shares beneficially owned by Starboard V&O Fund is approximately
$96,533,136, excluding brokerage commissions. The aggregate purchase price of the 496,497 Shares beneficially owned by Starboard
S LLC is approximately $15,721,265, excluding brokerage commissions. The aggregate purchase price of the 287,969 Shares beneficially
owned by Starboard C LP is approximately $9,118,357, excluding brokerage commissions. The aggregate purchase price of the 276,758
Shares beneficially owned by Starboard L Master is approximately $8,766,470, excluding brokerage commissions. The aggregate purchase
price of the 854,527 Shares held in the Starboard Value LP Account is approximately $27,727,890, excluding brokerage commissions.
The Shares purchased
by Ms. DiCicco were purchased with personal funds in the open market. The aggregate purchase price of the 3,000 Shares beneficially
owned by Ms. DiCicco is approximately $101,512, 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 55,208,840 Shares outstanding, as of November 5, 2019, 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 8, 2019.
|
(a)
|
As of the close of business on January 13, 2020, Starboard V&O Fund beneficially owned 3,049,249
Shares.
|
Percentage: Approximately 5.5%
|
(b)
|
1. Sole power to vote or direct vote: 3,049,249
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,049,249
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 January 13, 2020, Starboard S LLC beneficially owned 496,497 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 496,497
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 496,497
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 January 13, 2020, Starboard C LP beneficially owned 287,969 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 287,969
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 287,969
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 287,969 Shares owned by Starboard C LP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 287,969
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 287,969
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 and Starboard L GP, may be deemed the
beneficial owner of the (i) 287,969 shares owned by Starboard C LP and (ii) 276,758 Shares owned by Starboard L Master.
|
Percentage: Approximately 1.0%
|
(b)
|
1. Sole power to vote or direct vote: 564,727
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 564,727
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 each of Starboard C LP and Starboard L Master 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 January 13, 2020, Starboard L Master beneficially owned 276,758
Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 276,758
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 276,758
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 B 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 276,758 Shares owned by Starboard L Master.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 276,758
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 276,758
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 B and are incorporated
herein by reference.
|
|
(a)
|
As of the
close of business on January 13, 2020, 854,527 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 L Master, and the Starboard Value LP Account and the manager
of Starboard S LLC, may be deemed the beneficial owner of the (i) 3,049,249 Shares owned by Starboard V&O Fund, (ii) 496,497
Shares owned by Starboard S LLC, (iii) 287,969 Shares owned by Starboard C LP, (iv) 276,758 Shares owned by Starboard L Master,
and (v) 854,527 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.0%
|
(b)
|
1. Sole power to vote or direct vote: 4,965,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,965,000
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 and Starboard L Master 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) 3,049,249 Shares owned by
Starboard V&O Fund, (ii) 496,497 Shares owned by Starboard S LLC, (iii) 287,969 Shares owned by Starboard C LP, (iv) 276,758
Shares owned by Starboard L Master, and (v) 854,527 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.0%
|
(b)
|
1. Sole power to vote or direct vote: 4,965,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,965,000
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 L Master
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) 3,049,249 Shares owned by Starboard V&O
Fund, (ii) 496,497 Shares owned by Starboard S LLC, (iii) 287,969 Shares owned by Starboard C LP, (iv) 276,758 Shares owned by
Starboard L Master, and (v) 854,527 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.0%
|
(b)
|
1. Sole power to vote or direct vote: 4,965,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,965,000
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 L Master 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) 3,049,249 Shares owned by Starboard
V&O Fund, (ii) 496,497 Shares owned by Starboard S LLC, (iii) 287,969 Shares owned by Starboard C LP, (iv) 276,758 Shares
owned by Starboard L Master, and (v) 854,527 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.0%
|
(b)
|
1. Sole power to vote or direct vote: 4,965,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,965,000
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 L Master and
through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
|
L.
|
Messrs. Smith and Feld
|
|
(a)
|
Each of Messrs.
Smith 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) 3,049,249 Shares owned by Starboard V&O
Fund, (ii) 496,497 Shares owned by Starboard S LLC, (iii) 287,969 Shares owned by Starboard C LP, (iv) 276,758 Shares owned by
Starboard L Master, and (v) 854,527 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 9.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,965,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,965,000
|
|
(c)
|
None of Messrs. Smith 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, Starboard L
Master 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)
|
As of the close of business on January 13, 2020, Ms. DiCicco beneficially owned 3,000 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 3,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Ms. DiCicco during the past sixty days are set forth in Schedule
B and are incorporated by reference.
|
As of the close of
business on January 13, 2020, the Reporting Persons collectively beneficially owned an aggregate of 4,968,000 Shares, constituting
approximately 9.0% of the Shares outstanding.
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of
the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not
directly own.
|
(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.
|
On January 9, 2020,
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.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
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 and Opportunity Master Fund L LP, Starboard
Value L 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, Peter A. Feld, and Wendy DiCicco, dated January 9, 2020.
|
|
99.2
|
Power of Attorney for Jeffrey C. Smith and Peter A. Feld, dated June 5, 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: January 13, 2020
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 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 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 Peter A. Feld
|
/s/ Wendy F.
DiCicco
|
Wendy F. DiCicco
|
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
|
|
|
|
|
Kenneth R. Marlin
Director
|
Chief Financial Officer, Starboard Value LP
|
777 Third Avenue, 18th Floor
New York, New York 10017
|
United States of America
|
|
|
|
|
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
|
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 Common Stock
|
12,340
|
25.8748
|
11/13/2019
|
Purchase of Common Stock
|
12,340
|
25.8748
|
11/13/2019
|
Purchase of Common Stock
|
9,669
|
26.2033
|
11/14/2019
|
Purchase of Common Stock
|
9,669
|
26.2033
|
11/14/2019
|
Purchase of Common Stock
|
10,798
|
26.2407
|
11/14/2019
|
Purchase of Common Stock
|
10,797
|
26.2407
|
11/14/2019
|
Purchase of Common Stock
|
1,257
|
26.4383
|
11/15/2019
|
Purchase of Common Stock
|
1,257
|
26.4383
|
11/15/2019
|
Purchase of Common Stock
|
72,497
|
26.4361
|
11/15/2019
|
Purchase of Common Stock
|
72,498
|
26.4361
|
11/15/2019
|
Purchase of Common Stock
|
9,364
|
26.3232
|
11/18/2019
|
Purchase of Common Stock
|
9,364
|
26.3232
|
11/18/2019
|
Purchase of Common Stock
|
5,444
|
26.4599
|
11/18/2019
|
Purchase of Common Stock
|
5,444
|
26.4599
|
11/18/2019
|
Purchase of Common Stock
|
20,957
|
26.4909
|
11/18/2019
|
Purchase of Common Stock
|
20,957
|
26.4909
|
11/18/2019
|
Purchase of Common Stock
|
25,719
|
26.4688
|
11/18/2019
|
Purchase of Common Stock
|
25,719
|
26.4688
|
11/18/2019
|
Purchase of Common Stock
|
15,425
|
26.6156
|
11/19/2019
|
Purchase of Common Stock
|
15,425
|
26.6156
|
11/19/2019
|
Purchase of Common Stock
|
968
|
26.5999
|
11/20/2019
|
Purchase of Common Stock
|
968
|
26.5999
|
11/20/2019
|
Purchase of Common Stock
|
10,610
|
26.8611
|
11/20/2019
|
Purchase of Common Stock
|
10,610
|
26.8611
|
11/20/2019
|
Purchase of Common Stock
|
13,460
|
27.0175
|
11/20/2019
|
Purchase of Common Stock
|
13,460
|
27.0175
|
11/20/2019
|
Purchase of Common Stock
|
13,078
|
26.6553
|
11/21/2019
|
Purchase of Common Stock
|
13,078
|
26.6553
|
11/21/2019
|
Purchase of Common Stock
|
29,863
|
26.7085
|
11/21/2019
|
Purchase of Common Stock
|
29,863
|
26.7085
|
11/21/2019
|
Purchase of Common Stock
|
1,543
|
27.140
|
11/22/2019
|
Purchase of Common Stock
|
1,542
|
27.140
|
11/22/2019
|
Purchase of Common Stock
|
4,735
|
26.9452
|
11/22/2019
|
Purchase of Common Stock
|
4,735
|
26.9452
|
11/22/2019
|
Purchase of Common Stock
|
10,489
|
27.0927
|
11/22/2019
|
Purchase of Common Stock
|
10,489
|
27.0927
|
11/22/2019
|
Sale of Common Stock
|
(46,275)
|
27.9775
|
12/02/2019
|
Sale of Common Stock
|
(46,275)
|
27.9775
|
12/02/2019
|
Purchase of Forward Contract
|
92,550
|
28.0019
|
12/02/2019
|
Sale of Common Stock
|
(46,275)
|
27.9291
|
12/03/2019
|
Sale of Common Stock
|
(46,275)
|
27.9291
|
12/03/2019
|
Purchase of Forward Contract
|
92,550
|
27.9504
|
12/03/2019
|
Purchase of Common Stock
|
30,750
|
28.4361
|
12/04/2019
|
Purchase of Common Stock
|
30,750
|
28.4361
|
12/04/2019
|
Sale of Common Stock
|
(46,275)
|
28.2430
|
12/04/2019
|
Sale of Common Stock
|
(46,275)
|
28.2430
|
12/04/2019
|
Purchase of Forward Contract
|
92,550
|
28.2542
|
12/04/2019
|
Purchase of Common Stock
|
46,125
|
28.3251
|
12/04/2019
|
Purchase of Common Stock
|
46,125
|
28.3251
|
12/04/2019
|
Sale of Common Stock
|
(30,827)
|
28.1803
|
12/05/2019
|
Sale of Common Stock
|
(30,827)
|
28.1803
|
12/05/2019
|
Purchase of Forward Contract
|
61,654
|
28.2202
|
12/05/2019
|
Sale of Common Stock
|
(46,241)
|
29.2829
|
12/06/2019
|
Sale of Common Stock
|
(46,240)
|
29.2829
|
12/06/2019
|
Purchase of Forward Contract
|
92,481
|
29.3193
|
12/06/2019
|
Sale of Common Stock
|
(46,241)
|
29.2562
|
12/09/2019
|
Sale of Common Stock
|
(46,240)
|
29.2562
|
12/09/2019
|
Purchase of Forward Contract
|
92,481
|
29.2906
|
12/09/2019
|
Purchase of Forward Contract
|
123,000
|
29.3921
|
12/09/2019
|
Purchase of Common Stock
|
1,845
|
29.2277
|
12/10/2019
|
Purchase of Common Stock
|
1,845
|
29.2277
|
12/10/2019
|
Sale of Common Stock
|
(92,481)
|
28.9923
|
12/10/2019
|
Purchase of Forward Contract
|
92,481
|
29.0301
|
12/10/2019
|
Purchase of Common Stock
|
46,125
|
29.0339
|
12/10/2019
|
Purchase of Common Stock
|
46,125
|
29.0339
|
12/10/2019
|
Purchase of Forward Contract
|
24,600
|
29.8314
|
12/11/2019
|
Sale of Common Stock
|
(36,162)
|
29.9436
|
12/11/2019
|
Sale of Common Stock
|
(56,267)
|
29.9436
|
12/11/2019
|
Purchase of Forward Contract
|
92,429
|
29.9894
|
12/11/2019
|
Purchase of Common Stock
|
19,988
|
29.8189
|
12/12/2019
|
Purchase of Common Stock
|
19,987
|
29.8189
|
12/12/2019
|
Sale of Common Stock
|
(86,267)
|
29.9211
|
12/12/2019
|
Purchase of Forward Contract
|
86,267
|
29.9373
|
12/12/2019
|
Sale of Common Stock
|
(86,244)
|
29.7719
|
12/13/2019
|
Purchase of Forward Contract
|
86,244
|
29.7963
|
12/13/2019
|
Purchase of Common Stock
|
13,838
|
29.7463
|
12/13/2019
|
Purchase of Common Stock
|
13,837
|
29.7463
|
12/13/2019
|
Purchase of Common Stock
|
7,516
|
30.1213
|
12/16/2019
|
Purchase of Common Stock
|
7,516
|
30.1213
|
12/16/2019
|
Purchase of Common Stock
|
4,038
|
30.1751
|
12/16/2019
|
Purchase of Common Stock
|
4,038
|
30.1751
|
12/16/2019
|
Purchase of Common Stock
|
953
|
30.0495
|
12/17/2019
|
Purchase of Common Stock
|
953
|
30.0495
|
12/17/2019
|
Purchase of Common Stock
|
7,803
|
30.2701
|
12/17/2019
|
Purchase of Common Stock
|
7,802
|
30.2701
|
12/17/2019
|
Purchase of Forward Contract
|
2,829
|
30.8905
|
12/18/2019
|
Purchase of Common Stock
|
16,913
|
30.9419
|
12/18/2019
|
Purchase of Common Stock
|
16,912
|
30.9419
|
12/18/2019
|
Purchase of Common Stock
|
13,383
|
30.9553
|
12/18/2019
|
Purchase of Common Stock
|
13,383
|
30.9553
|
12/18/2019
|
Purchase of Common Stock
|
18,389
|
31.4660
|
12/19/2019
|
Purchase of Common Stock
|
18,389
|
31.4660
|
12/19/2019
|
Sale of Common Stock
|
(36,015)
|
31.3531
|
12/19/2019
|
Sale of Common Stock
|
(56,328)
|
31.3531
|
12/19/2019
|
Purchase of Forward Contract
|
92,343
|
31.3798
|
12/19/2019
|
Purchase of Common Stock
|
6,821
|
31.6359
|
12/19/2019
|
Purchase of Common Stock
|
6,821
|
31.6359
|
12/19/2019
|
Purchase of Common Stock
|
2,563
|
31.0823
|
12/20/2019
|
Purchase of Common Stock
|
2,563
|
31.0823
|
12/20/2019
|
Purchase of Common Stock
|
17,796
|
31.3737
|
12/20/2019
|
Purchase of Common Stock
|
17,796
|
31.3737
|
12/20/2019
|
Sale of Common Stock
|
(37,791)
|
31.4320
|
12/20/2019
|
Sale of Common Stock
|
(54,536)
|
31.4320
|
12/20/2019
|
Purchase of Forward Contract
|
92,327
|
31.4515
|
12/20/2019
|
Sale of Common Stock
|
(39,233)
|
32.1408
|
12/23/2019
|
Sale of Common Stock
|
(53,081)
|
32.1408
|
12/23/2019
|
Purchase of Forward Contract
|
92,314
|
32.1604
|
12/23/2019
|
Purchase of Forward Contract
|
46,125
|
32.0019
|
12/23/2019
|
Sale of Common Stock
|
(8,569)
|
31.8485
|
12/24/2019
|
Sale of Common Stock
|
(11,594)
|
31.8485
|
12/24/2019
|
Purchase of Forward Contract
|
20,163
|
31.8715
|
12/24/2019
|
Purchase of Forward Contract
|
41,597
|
31.8388
|
12/24/2019
|
Sale of Common Stock
|
(26,155)
|
31.1859
|
12/26/2019
|
Sale of Common Stock
|
(35,387)
|
31.1859
|
12/26/2019
|
Purchase of Forward Contract
|
61,542
|
31.2125
|
12/26/2019
|
Purchase of Forward Contract
|
123,000
|
31.2258
|
12/26/2019
|
Sale of Common Stock
|
(26,155)
|
30.6803
|
12/30/2019
|
Sale of Common Stock
|
(35,387)
|
30.6803
|
12/30/2019
|
Purchase of Forward Contract
|
61,542
|
30.6993
|
12/30/2019
|
Purchase of Common Stock
|
1,000
|
30.7475
|
01/02/2020
|
Purchase of Common Stock
|
5,217
|
31.3000
|
01/02/2020
|
Purchase of Common Stock
|
18,193
|
30.8500
|
01/02/2020
|
Purchase of Common Stock
|
1,530
|
31.2762
|
01/03/2020
|
Purchase of Common Stock
|
1,530
|
31.2762
|
01/03/2020
|
Purchase of Common Stock
|
5,434
|
31.5506
|
01/03/2020
|
Purchase of Common Stock
|
5,434
|
31.5506
|
01/03/2020
|
Purchase of Common Stock
|
38,250
|
32.3174
|
01/03/2020
|
Purchase of Common Stock
|
38,250
|
32.3174
|
01/03/2020
|
Purchase of Common Stock
|
5,500
|
32.8588
|
01/06/2020
|
Purchase of Common Stock
|
5,500
|
32.8588
|
01/06/2020
|
Purchase of Common Stock
|
9,459
|
33.2343
|
01/06/2020
|
Purchase of Common Stock
|
9,459
|
33.2343
|
01/06/2020
|
Purchase of Common Stock
|
15,279
|
33.0412
|
01/06/2020
|
Purchase of Common Stock
|
15,279
|
33.0412
|
01/06/2020
|
Purchase of Common Stock
|
44,370
|
32.9261
|
01/06/2020
|
Purchase of Common Stock
|
44,370
|
32.9261
|
01/06/2020
|
Purchase of Common Stock
|
6,120
|
33.0961
|
01/07/2020
|
Purchase of Common Stock
|
6,120
|
33.0961
|
01/07/2020
|
Purchase of Common Stock
|
53,686
|
33.0550
|
01/07/2020
|
Purchase of Common Stock
|
53,686
|
33.0550
|
01/07/2020
|
Purchase of Common Stock
|
31,244
|
33.0388
|
01/07/2020
|
Purchase of Common Stock
|
31,244
|
33.0388
|
01/07/2020
|
Purchase of Common Stock
|
76,500
|
32.9847
|
01/07/2020
|
Purchase of Common Stock
|
76,500
|
32.9847
|
01/07/2020
|
Purchase of Common Stock
|
3,672
|
33.0379
|
01/08/2020
|
Purchase of Common Stock
|
3,672
|
33.0379
|
01/08/2020
|
Purchase of Common Stock
|
23,685
|
33.5787
|
01/08/2020
|
Purchase of Common Stock
|
23,685
|
33.5787
|
01/08/2020
|
Sale of Common Stock
|
(1,000)
|
33.5787
|
01/09/2020
|
Purchase of Common Stock
|
1,000
|
33.5787
|
01/09/2020
|
Purchase of Common Stock
|
563
|
33.8554
|
01/09/2020
|
Purchase of Common Stock
|
563
|
33.8554
|
01/09/2020
|
Purchase of Common Stock
|
12,188
|
33.6723
|
01/09/2020
|
Purchase of Common Stock
|
12,188
|
33.6723
|
01/09/2020
|
Purchase of Common Stock
|
62,730
|
33.8719
|
01/09/2020
|
Purchase of Common Stock
|
62,730
|
33.8719
|
01/09/2020
|
Purchase of Common Stock
|
2,662
|
33.9266
|
01/09/2020
|
Purchase of Common Stock
|
2,662
|
33.9266
|
01/09/2020
|
Purchase of Common Stock
|
61,200
|
34.5726
|
01/10/2020
|
Purchase of Common Stock
|
61,200
|
34.5726
|
01/10/2020
|
Purchase of Common Stock
|
1,806
|
34.1850
|
01/10/2020
|
Purchase of Common Stock
|
1,805
|
34.1850
|
01/10/2020
|
Purchase of Common Stock
|
4,560
|
33.8893
|
01/10/2020
|
Purchase of Common Stock
|
4,560
|
33.8893
|
01/10/2020
|
Purchase of Common Stock
|
26,133
|
34.0269
|
01/10/2020
|
Purchase of Common Stock
|
26,132
|
34.0269
|
01/10/2020
|
Exercise of Forward Contract
|
1,663,069
|
30.0515
|
01/10/2020
|
Purchase of Common Stock
|
91,799
|
34.4730
|
01/13/2020
|
Purchase of Common Stock
|
91,800
|
34.4730
|
01/13/2020
|
Purchase of Common Stock
|
15,300
|
34.1204
|
01/13/2020
|
Purchase of Common Stock
|
15,300
|
34.1204
|
01/13/2020
|
Purchase of Common Stock
|
64,321
|
34.1112
|
01/13/2020
|
Purchase of Common Stock
|
64,321
|
34.1112
|
01/13/2020
|
Purchase of Common Stock
|
22,894
|
34.4115
|
01/13/2020
|
Purchase of Common Stock
|
22,895
|
34.4115
|
01/13/2020
|
Starboard
Value and Opportunity S LLC
Purchase of Common Stock
|
4,000
|
25.8748
|
11/13/2019
|
Purchase of Common Stock
|
3,134
|
26.2033
|
11/14/2019
|
Purchase of Common Stock
|
3,500
|
26.2407
|
11/14/2019
|
Purchase of Common Stock
|
407
|
26.4383
|
11/15/2019
|
Purchase of Common Stock
|
23,500
|
26.4361
|
11/15/2019
|
Purchase of Common Stock
|
3,035
|
26.3232
|
11/18/2019
|
Purchase of Common Stock
|
1,765
|
26.4599
|
11/18/2019
|
Purchase of Common Stock
|
6,793
|
26.4909
|
11/18/2019
|
Purchase of Common Stock
|
8,337
|
26.4688
|
11/18/2019
|
Purchase of Common Stock
|
5,000
|
26.6156
|
11/19/2019
|
Purchase of Common Stock
|
314
|
26.5999
|
11/20/2019
|
Purchase of Common Stock
|
3,439
|
26.8611
|
11/20/2019
|
Purchase of Common Stock
|
4,363
|
27.0175
|
11/20/2019
|
Purchase of Common Stock
|
4,239
|
26.6553
|
11/21/2019
|
Purchase of Common Stock
|
9,680
|
26.7085
|
11/21/2019
|
Purchase of Common Stock
|
500
|
27.1400
|
11/22/2019
|
Purchase of Common Stock
|
1,535
|
26.9452
|
11/22/2019
|
Purchase of Common Stock
|
3,400
|
27.0927
|
11/22/2019
|
Sale of Common Stock
|
(15,000)
|
27.9775
|
12/02/2019
|
Purchase of Forward Contract
|
15,000
|
28.0019
|
12/02/2019
|
Sale of Common Stock
|
(15,000)
|
27.9291
|
12/03/2019
|
Purchase of Forward Contract
|
15,000
|
27.9504
|
12/03/2019
|
Purchase of Common Stock
|
10,000
|
28.4361
|
12/04/2019
|
Sale of Common Stock
|
(15,000)
|
28.2430
|
12/04/2019
|
Purchase of Forward Contract
|
15,000
|
28.2542
|
12/04/2019
|
Purchase of Common Stock
|
15,000
|
28.3251
|
12/04/2019
|
Sale of Common Stock
|
(10,000)
|
28.1803
|
12/05/2019
|
Purchase of Forward Contract
|
10,000
|
28.2202
|
12/05/2019
|
Sale of Common Stock
|
(15,000)
|
29.2829
|
12/06/2019
|
Purchase of Forward Contract
|
15,000
|
29.3193
|
12/06/2019
|
Sale of Common Stock
|
(15,000)
|
29.2562
|
12/09/2019
|
Purchase of Forward Contract
|
15,000
|
29.2906
|
12/09/2019
|
Purchase of Forward Contract
|
20,000
|
29.3921
|
12/09/2019
|
Purchase of Common Stock
|
600
|
29.2277
|
12/10/2019
|
Sale of Common Stock
|
(15,000)
|
28.9923
|
12/10/2019
|
Purchase of Forward Contract
|
15,000
|
29.0301
|
12/10/2019
|
Purchase of Common Stock
|
15,000
|
29.0339
|
12/10/2019
|
Purchase of Forward Contract
|
4,000
|
29.8314
|
12/11/2019
|
Sale of Common Stock
|
(15,000)
|
29.9436
|
12/11/2019
|
Purchase of Forward Contract
|
15,000
|
29.9894
|
12/11/2019
|
Purchase of Common Stock
|
6,500
|
29.8189
|
12/12/2019
|
Sale of Common Stock
|
(13,999)
|
29.9211
|
12/12/2019
|
Purchase of Forward Contract
|
13,999
|
29.9373
|
12/12/2019
|
Sale of Common Stock
|
(14,000)
|
29.7719
|
12/13/2019
|
Purchase of Forward Contract
|
14,000
|
29.7963
|
12/13/2019
|
Purchase of Common Stock
|
4,500
|
29.7463
|
12/13/2019
|
Purchase of Common Stock
|
2,444
|
30.1213
|
12/16/2019
|
Purchase of Common Stock
|
1,313
|
30.1751
|
12/16/2019
|
Purchase of Common Stock
|
310
|
30.0495
|
12/17/2019
|
Purchase of Common Stock
|
2,537
|
30.2701
|
12/17/2019
|
Purchase of Forward Contract
|
460
|
30.8905
|
12/18/2019
|
Purchase of Common Stock
|
5,500
|
30.9419
|
12/18/2019
|
Purchase of Common Stock
|
4,352
|
30.9553
|
12/18/2019
|
Purchase of Common Stock
|
5,980
|
31.4660
|
12/19/2019
|
Sale of Common Stock
|
(15,000)
|
31.3531
|
12/19/2019
|
Purchase of Forward Contract
|
15,000
|
31.3798
|
12/19/2019
|
Purchase of Common Stock
|
2,218
|
31.6359
|
12/19/2019
|
Purchase of Common Stock
|
834
|
31.0823
|
12/20/2019
|
Purchase of Common Stock
|
5,787
|
31.3737
|
12/20/2019
|
Sale of Common Stock
|
(15,000)
|
31.4320
|
12/20/2019
|
Purchase of Forward Contract
|
15,000
|
31.4515
|
12/20/2019
|
Sale of Common Stock
|
(14,999)
|
32.1408
|
12/23/2019
|
Purchase of Forward Contract
|
14,999
|
32.1604
|
12/23/2019
|
Purchase of Forward Contract
|
7,500
|
32.0019
|
12/23/2019
|
Sale of Common Stock
|
(3,276)
|
31.8485
|
12/24/2019
|
Purchase of Forward Contract
|
3,276
|
31.8715
|
12/24/2019
|
Purchase of Forward Contract
|
6,764
|
31.8388
|
12/24/2019
|
Sale of Common Stock
|
(10,000)
|
31.1859
|
12/26/2019
|
Purchase of Forward Contract
|
10,000
|
31.2125
|
12/26/2019
|
Purchase of Forward Contract
|
20,000
|
31.2258
|
12/26/2019
|
Sale of Common Stock
|
(10,000)
|
30.6803
|
12/30/2019
|
Purchase of Forward Contract
|
10,000
|
30.6993
|
12/30/2019
|
Purchase of Common Stock
|
889
|
31.3000
|
01/02/2020
|
Purchase of Common Stock
|
3,099
|
30.8500
|
01/02/2020
|
Purchase of Common Stock
|
500
|
31.2762
|
01/03/2020
|
Purchase of Common Stock
|
1,776
|
31.5506
|
01/03/2020
|
Purchase of Common Stock
|
12,500
|
32.3174
|
01/03/2020
|
Purchase of Common Stock
|
1,797
|
32.8588
|
01/06/2020
|
Purchase of Common Stock
|
3,091
|
33.2343
|
01/06/2020
|
Purchase of Common Stock
|
4,993
|
33.0412
|
01/06/2020
|
Purchase of Common Stock
|
14,500
|
32.9261
|
01/06/2020
|
Purchase of Common Stock
|
2,000
|
33.0961
|
01/07/2020
|
Purchase of Common Stock
|
17,545
|
33.0550
|
01/07/2020
|
Purchase of Common Stock
|
10,210
|
33.0388
|
01/07/2020
|
Purchase of Common Stock
|
25,000
|
32.9847
|
01/07/2020
|
Purchase of Common Stock
|
1,200
|
33.0379
|
01/08/2020
|
Purchase of Common Stock
|
7,740
|
33.5787
|
01/08/2020
|
Purchase of Common Stock
|
184
|
33.8554
|
01/09/2020
|
Purchase of Common Stock
|
3,983
|
33.6723
|
01/09/2020
|
Purchase of Common Stock
|
20,500
|
33.8719
|
01/09/2020
|
Purchase of Common Stock
|
870
|
33.9266
|
01/09/2020
|
Purchase of Common Stock
|
20,000
|
34.5726
|
01/10/2020
|
Purchase of Common Stock
|
590
|
34.1850
|
01/10/2020
|
Purchase of Common Stock
|
1,490
|
33.8893
|
01/10/2020
|
Purchase of Common Stock
|
8,540
|
34.0269
|
01/10/2020
|
Exercise of Forward Contract
|
269,998
|
30.0527
|
01/10/2020
|
Purchase of Common Stock
|
30,000
|
34.4730
|
01/13/2020
|
Purchase of Common Stock
|
5,000
|
34.1204
|
01/13/2020
|
Purchase of Common Stock
|
21,020
|
34.1112
|
01/13/2020
|
Purchase of Common Stock
|
7,482
|
34.4115
|
01/13/2020
|
Starboard
Value and Opportunity C LP
Purchase of Common Stock
|
2,320
|
25.8748
|
11/13/2019
|
Purchase of Common Stock
|
1,818
|
26.2033
|
11/14/2019
|
Purchase of Common Stock
|
2,030
|
26.2407
|
11/14/2019
|
Purchase of Common Stock
|
236
|
26.4383
|
11/15/2019
|
Purchase of Common Stock
|
13,630
|
26.4361
|
11/15/2019
|
Purchase of Common Stock
|
1,760
|
26.3232
|
11/18/2019
|
Purchase of Common Stock
|
1,024
|
26.4599
|
11/18/2019
|
Purchase of Common Stock
|
3,940
|
26.4909
|
11/18/2019
|
Purchase of Common Stock
|
4,835
|
26.4688
|
11/18/2019
|
Purchase of Common Stock
|
2,900
|
26.6156
|
11/19/2019
|
Purchase of Common Stock
|
182
|
26.5999
|
11/20/2019
|
Purchase of Common Stock
|
1,995
|
26.8611
|
11/20/2019
|
Purchase of Common Stock
|
2,530
|
27.0175
|
11/20/2019
|
Purchase of Common Stock
|
2,459
|
26.6553
|
11/21/2019
|
Purchase of Common Stock
|
5,614
|
26.7085
|
11/21/2019
|
Purchase of Common Stock
|
290
|
27.1400
|
11/22/2019
|
Purchase of Common Stock
|
890
|
26.9452
|
11/22/2019
|
Purchase of Common Stock
|
1,972
|
27.0927
|
11/22/2019
|
Sale of Common Stock
|
(8,700)
|
27.9775
|
12/02/2019
|
Purchase of Forward Contract
|
8,700
|
28.0019
|
12/02/2019
|
Sale of Common Stock
|
(8,700)
|
27.9291
|
12/03/2019
|
Purchase of Forward Contract
|
8,700
|
27.9504
|
12/03/2019
|
Purchase of Common Stock
|
5,800
|
28.4361
|
12/04/2019
|
Sale of Common Stock
|
(8,700)
|
28.2430
|
12/04/2019
|
Purchase of Forward Contract
|
8,700
|
28.2542
|
12/04/2019
|
Purchase of Common Stock
|
8,700
|
28.3251
|
12/04/2019
|
Sale of Common Stock
|
(5,800)
|
28.1803
|
12/05/2019
|
Purchase of Forward Contract
|
5,800
|
28.2202
|
12/05/2019
|
Sale of Common Stock
|
(8,700)
|
29.2829
|
12/06/2019
|
Purchase of Forward Contract
|
8,700
|
29.3193
|
12/06/2019
|
Sale of Common Stock
|
(8,700)
|
29.2562
|
12/09/2019
|
Purchase of Forward Contract
|
8,700
|
29.2906
|
12/09/2019
|
Purchase of Forward Contract
|
11,600
|
29.3921
|
12/09/2019
|
Purchase of Common Stock
|
348
|
29.2277
|
12/10/2019
|
Sale of Common Stock
|
(8,700)
|
28.9923
|
12/10/2019
|
Purchase of Forward Contract
|
8,700
|
29.0301
|
12/10/2019
|
Purchase of Common Stock
|
8,700
|
29.0339
|
12/10/2019
|
Purchase of Forward Contract
|
2,320
|
29.8314
|
12/11/2019
|
Sale of Common Stock
|
(8,700)
|
29.9436
|
12/11/2019
|
Purchase of Forward Contract
|
8,700
|
29.9894
|
12/11/2019
|
Purchase of Common Stock
|
3,770
|
29.8189
|
12/12/2019
|
Sale of Common Stock
|
(8,120)
|
29.9211
|
12/12/2019
|
Purchase of Forward Contract
|
8,120
|
29.9373
|
12/12/2019
|
Sale of Common Stock
|
(8,120)
|
29.7719
|
12/13/2019
|
Purchase of Forward Contract
|
8,120
|
29.7963
|
12/13/2019
|
Purchase of Common Stock
|
2,610
|
29.7463
|
12/13/2019
|
Purchase of Common Stock
|
1,417
|
30.1213
|
12/16/2019
|
Purchase of Common Stock
|
762
|
30.1751
|
12/16/2019
|
Purchase of Common Stock
|
180
|
30.0495
|
12/17/2019
|
Purchase of Common Stock
|
1,472
|
30.2701
|
12/17/2019
|
Purchase of Forward Contract
|
267
|
30.8905
|
12/18/2019
|
Purchase of Common Stock
|
3,190
|
30.9419
|
12/18/2019
|
Purchase of Common Stock
|
2,524
|
30.9553
|
12/18/2019
|
Purchase of Common Stock
|
3,468
|
31.4660
|
12/19/2019
|
Sale of Common Stock
|
(8,700)
|
31.3531
|
12/19/2019
|
Purchase of Forward Contract
|
8,700
|
31.3798
|
12/19/2019
|
Purchase of Common Stock
|
1,286
|
31.6359
|
12/19/2019
|
Purchase of Common Stock
|
484
|
31.0823
|
12/20/2019
|
Purchase of Common Stock
|
3,357
|
31.3737
|
12/20/2019
|
Sale of Common Stock
|
(8,699)
|
31.4320
|
12/20/2019
|
Purchase of Forward Contract
|
8,699
|
31.4515
|
12/20/2019
|
Sale of Common Stock
|
(8,700)
|
32.1408
|
12/23/2019
|
Purchase of Forward Contract
|
8,700
|
32.1604
|
12/23/2019
|
Purchase of Forward Contract
|
4,350
|
32.0019
|
12/23/2019
|
Sale of Common Stock
|
(1,900)
|
31.8485
|
12/24/2019
|
Purchase of Forward Contract
|
1,900
|
31.8715
|
12/24/2019
|
Purchase of Forward Contract
|
3,923
|
31.8388
|
12/24/2019
|
Sale of Common Stock
|
(5,800)
|
31.1859
|
12/26/2019
|
Purchase of Forward Contract
|
5,800
|
31.2125
|
12/26/2019
|
Purchase of Forward Contract
|
11,600
|
31.2258
|
12/26/2019
|
Sale of Common Stock
|
(5,800)
|
30.6803
|
12/30/2019
|
Purchase of Forward Contract
|
5,800
|
30.6993
|
12/30/2019
|
Purchase of Common Stock
|
515
|
31.3000
|
01/02/2020
|
Purchase of Common Stock
|
1,798
|
30.8500
|
01/02/2020
|
Purchase of Common Stock
|
290
|
31.2762
|
01/03/2020
|
Purchase of Common Stock
|
1,030
|
31.5506
|
01/03/2020
|
Purchase of Common Stock
|
7,250
|
32.3174
|
01/03/2020
|
Purchase of Common Stock
|
1,043
|
32.8588
|
01/06/2020
|
Purchase of Common Stock
|
1,793
|
33.2343
|
01/06/2020
|
Purchase of Common Stock
|
2,896
|
33.0412
|
01/06/2020
|
Purchase of Common Stock
|
8,410
|
32.9261
|
01/06/2020
|
Purchase of Common Stock
|
1,160
|
33.0961
|
01/07/2020
|
Purchase of Common Stock
|
10,176
|
33.0550
|
01/07/2020
|
Purchase of Common Stock
|
5,922
|
33.0388
|
01/07/2020
|
Purchase of Common Stock
|
14,500
|
32.9847
|
01/07/2020
|
Purchase of Common Stock
|
696
|
33.0379
|
01/08/2020
|
Purchase of Common Stock
|
4,489
|
33.5787
|
01/08/2020
|
Purchase of Common Stock
|
106
|
33.8554
|
01/09/2020
|
Purchase of Common Stock
|
2,310
|
33.6723
|
01/09/2020
|
Purchase of Common Stock
|
11,890
|
33.8719
|
01/09/2020
|
Purchase of Common Stock
|
505
|
33.9266
|
01/09/2020
|
Purchase of Common Stock
|
11,600
|
34.5726
|
01/10/2020
|
Purchase of Common Stock
|
342
|
34.1850
|
01/10/2020
|
Purchase of Common Stock
|
864
|
33.8893
|
01/10/2020
|
Purchase of Common Stock
|
4,953
|
34.0269
|
01/10/2020
|
Exercise of Forward Contract
|
156,599
|
30.0527
|
01/10/2020
|
Purchase of Common Stock
|
17,400
|
34.4730
|
01/13/2020
|
Purchase of Common Stock
|
2,900
|
34.1204
|
01/13/2020
|
Purchase of Common Stock
|
12,192
|
34.1112
|
01/13/2020
|
Purchase of Common Stock
|
4,340
|
34.4115
|
01/13/2020
|
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND L LP
Purchase of Common Stock
|
2,200
|
25.8748
|
11/13/2019
|
Purchase of Common Stock
|
1,724
|
26.2033
|
11/14/2019
|
Purchase of Common Stock
|
1,925
|
26.2407
|
11/14/2019
|
Purchase of Common Stock
|
224
|
26.4383
|
11/15/2019
|
Purchase of Common Stock
|
12,925
|
26.4361
|
11/15/2019
|
Purchase of Common Stock
|
1,669
|
26.3232
|
11/18/2019
|
Purchase of Common Stock
|
971
|
26.4599
|
11/18/2019
|
Purchase of Common Stock
|
3,736
|
26.4909
|
11/18/2019
|
Purchase of Common Stock
|
4,585
|
26.4688
|
11/18/2019
|
Purchase of Common Stock
|
2,750
|
26.6156
|
11/19/2019
|
Purchase of Common Stock
|
173
|
26.5999
|
11/20/2019
|
Purchase of Common Stock
|
1,891
|
26.8611
|
11/20/2019
|
Purchase of Common Stock
|
2,400
|
27.0175
|
11/20/2019
|
Purchase of Common Stock
|
2,332
|
26.6553
|
11/21/2019
|
Purchase of Common Stock
|
5,324
|
26.7085
|
11/21/2019
|
Purchase of Common Stock
|
275
|
27.1400
|
11/22/2019
|
Purchase of Common Stock
|
844
|
26.9452
|
11/22/2019
|
Purchase of Common Stock
|
1,870
|
27.0927
|
11/22/2019
|
Sale of Common Stock
|
(8,250)
|
27.9775
|
12/02/2019
|
Purchase of Forward Contract
|
8,250
|
28.0019
|
12/02/2019
|
Sale of Common Stock
|
(8,250)
|
27.9291
|
12/03/2019
|
Purchase of Forward Contract
|
8,250
|
27.9504
|
12/03/2019
|
Purchase of Common Stock
|
5,600
|
28.4361
|
12/04/2019
|
Sale of Common Stock
|
(8,250)
|
28.2430
|
12/04/2019
|
Purchase of Forward Contract
|
8,250
|
28.2542
|
12/04/2019
|
Purchase of Common Stock
|
8,400
|
28.3251
|
12/04/2019
|
Sale of Common Stock
|
(5,523)
|
28.1803
|
12/05/2019
|
Purchase of Forward Contract
|
5,523
|
28.2202
|
12/05/2019
|
Sale of Common Stock
|
(8,284)
|
29.2829
|
12/06/2019
|
Purchase of Forward Contract
|
8,284
|
29.3193
|
12/06/2019
|
Sale of Common Stock
|
(8,285)
|
29.2562
|
12/09/2019
|
Purchase of Forward Contract
|
8,285
|
29.2906
|
12/09/2019
|
Purchase of Forward Contract
|
11,200
|
29.3921
|
12/09/2019
|
Purchase of Common Stock
|
336
|
29.2277
|
12/10/2019
|
Sale of Common Stock
|
(8,284)
|
28.9923
|
12/10/2019
|
Purchase of Forward Contract
|
8,284
|
29.0301
|
12/10/2019
|
Purchase of Common Stock
|
8,400
|
29.0339
|
12/10/2019
|
Purchase of Forward Contract
|
2,240
|
29.8314
|
12/11/2019
|
Sale of Common Stock
|
(8,311)
|
29.9436
|
12/11/2019
|
Purchase of Forward Contract
|
8,311
|
29.9894
|
12/11/2019
|
Purchase of Common Stock
|
3,640
|
29.8189
|
12/12/2019
|
Sale of Common Stock
|
(7,757)
|
29.9211
|
12/12/2019
|
Purchase of Forward Contract
|
7,757
|
29.9373
|
12/12/2019
|
Sale of Common Stock
|
(7,768)
|
29.7719
|
12/13/2019
|
Purchase of Forward Contract
|
7,768
|
29.7963
|
12/13/2019
|
Purchase of Common Stock
|
2,520
|
29.7463
|
12/13/2019
|
Purchase of Common Stock
|
1,369
|
30.1213
|
12/16/2019
|
Purchase of Common Stock
|
736
|
30.1751
|
12/16/2019
|
Purchase of Common Stock
|
174
|
30.0495
|
12/17/2019
|
Purchase of Common Stock
|
1,421
|
30.2701
|
12/17/2019
|
Purchase of Forward Contract
|
257
|
30.8905
|
12/18/2019
|
Purchase of Common Stock
|
3,080
|
30.9419
|
12/18/2019
|
Purchase of Common Stock
|
2,438
|
30.9553
|
12/18/2019
|
Purchase of Common Stock
|
3,349
|
31.4660
|
12/19/2019
|
Sale of Common Stock
|
(8,354)
|
31.3531
|
12/19/2019
|
Purchase of Forward Contract
|
8,354
|
31.3798
|
12/19/2019
|
Purchase of Common Stock
|
1,242
|
31.6359
|
12/19/2019
|
Purchase of Common Stock
|
467
|
31.0823
|
12/20/2019
|
Purchase of Common Stock
|
3,241
|
31.3737
|
12/20/2019
|
Sale of Common Stock
|
(8,362)
|
31.432
|
12/20/2019
|
Purchase of Forward Contract
|
8,362
|
31.4515
|
12/20/2019
|
Sale of Common Stock
|
(8,369)
|
32.1408
|
12/23/2019
|
Purchase of Forward Contract
|
8,369
|
32.1604
|
12/23/2019
|
Purchase of Forward Contract
|
4,200
|
32.0019
|
12/23/2019
|
Sale of Common Stock
|
(1,828)
|
31.8485
|
12/24/2019
|
Purchase of Forward Contract
|
1,828
|
31.8715
|
12/24/2019
|
Purchase of Forward Contract
|
3,787
|
31.8388
|
12/24/2019
|
Sale of Common Stock
|
(5,579)
|
31.1859
|
12/26/2019
|
Purchase of Forward Contract
|
5,579
|
31.2125
|
12/26/2019
|
Purchase of Forward Contract
|
11,200
|
31.2258
|
12/26/2019
|
Sale of Common Stock
|
(5,579)
|
30.6803
|
12/30/2019
|
Purchase of Forward Contract
|
5,579
|
30.6993
|
12/30/2019
|
Purchase of Common Stock
|
498
|
31.3000
|
01/02/2020
|
Purchase of Common Stock
|
1,736
|
30.8500
|
01/02/2020
|
Purchase of Common Stock
|
280
|
31.2762
|
01/03/2020
|
Purchase of Common Stock
|
994
|
31.5506
|
01/03/2020
|
Purchase of Common Stock
|
7,000
|
32.3174
|
01/03/2020
|
Purchase of Common Stock
|
1,007
|
32.8588
|
01/06/2020
|
Purchase of Common Stock
|
1,731
|
33.2343
|
01/06/2020
|
Purchase of Common Stock
|
2,796
|
33.0412
|
01/06/2020
|
Purchase of Common Stock
|
8,120
|
32.9261
|
01/06/2020
|
Purchase of Common Stock
|
1,120
|
33.0961
|
01/07/2020
|
Purchase of Common Stock
|
9,825
|
33.0550
|
01/07/2020
|
Purchase of Common Stock
|
5,718
|
33.0388
|
01/07/2020
|
Purchase of Common Stock
|
14,000
|
32.9847
|
01/07/2020
|
Purchase of Common Stock
|
672
|
33.0379
|
01/08/2020
|
Purchase of Common Stock
|
4,335
|
33.5787
|
01/08/2020
|
Purchase of Common Stock
|
103
|
33.8554
|
01/09/2020
|
Purchase of Common Stock
|
2,231
|
33.6723
|
01/09/2020
|
Purchase of Common Stock
|
11,480
|
33.8719
|
01/09/2020
|
Purchase of Common Stock
|
487
|
33.9266
|
01/09/2020
|
Purchase of Common Stock
|
11,200
|
34.5726
|
01/10/2020
|
Purchase of Common Stock
|
330
|
34.1850
|
01/10/2020
|
Purchase of Common Stock
|
834
|
33.8893
|
01/10/2020
|
Purchase of Common Stock
|
4,782
|
34.0269
|
01/10/2020
|
Exercise of Forward Contract
|
149,917
|
30.0596
|
01/10/2020
|
Purchase of Common Stock
|
16,801
|
34.4730
|
01/13/2020
|
Purchase of Common Stock
|
2,800
|
34.1204
|
01/13/2020
|
Purchase of Common Stock
|
11,772
|
34.1112
|
01/13/2020
|
Purchase of Common Stock
|
4,189
|
34.4115
|
01/13/2020
|
STARBOARD
VALUE LP
(Through the Starboard Value LP Account)
Purchase of Common Stock
|
6,800
|
25.8748
|
11/13/2019
|
Purchase of Common Stock
|
5,328
|
26.2033
|
11/14/2019
|
Purchase of Common Stock
|
5,950
|
26.2407
|
11/14/2019
|
Purchase of Common Stock
|
693
|
26.4383
|
11/15/2019
|
Purchase of Common Stock
|
39,950
|
26.4361
|
11/15/2019
|
Purchase of Common Stock
|
5,160
|
26.3232
|
11/18/2019
|
Purchase of Common Stock
|
3,000
|
26.4599
|
11/18/2019
|
Purchase of Common Stock
|
11,549
|
26.4909
|
11/18/2019
|
Purchase of Common Stock
|
14,172
|
26.4688
|
11/18/2019
|
Purchase of Common Stock
|
8,500
|
26.6156
|
11/19/2019
|
Purchase of Common Stock
|
534
|
26.5999
|
11/20/2019
|
Purchase of Common Stock
|
5,847
|
26.8611
|
11/20/2019
|
Purchase of Common Stock
|
7,417
|
27.0175
|
11/20/2019
|
Purchase of Common Stock
|
7,206
|
26.6553
|
11/21/2019
|
Purchase of Common Stock
|
16,456
|
26.7085
|
11/21/2019
|
Purchase of Common Stock
|
850
|
27.1400
|
11/22/2019
|
Purchase of Common Stock
|
2,609
|
26.9452
|
11/22/2019
|
Purchase of Common Stock
|
5,780
|
27.0927
|
11/22/2019
|
Sale of Common Stock
|
(25,500)
|
27.9775
|
12/02/2019
|
Purchase of Forward Contract
|
25,500
|
28.0019
|
12/02/2019
|
Sale of Common Stock
|
(25,500)
|
27.9291
|
12/03/2019
|
Purchase of Forward Contract
|
25,500
|
27.9504
|
12/03/2019
|
Purchase of Common Stock
|
17,100
|
28.4361
|
12/04/2019
|
Sale of Common Stock
|
(25,500)
|
28.2430
|
12/04/2019
|
Purchase of Forward Contract
|
25,500
|
28.2542
|
12/04/2019
|
Purchase of Common Stock
|
25,650
|
28.3251
|
12/04/2019
|
Sale of Common Stock
|
(17,023)
|
28.1803
|
12/05/2019
|
Purchase of Forward Contract
|
17,023
|
28.2202
|
12/05/2019
|
Sale of Common Stock
|
(25,535)
|
29.2829
|
12/06/2019
|
Purchase of Forward Contract
|
25,535
|
29.3193
|
12/06/2019
|
Sale of Common Stock
|
(25,534)
|
29.2562
|
12/09/2019
|
Purchase of Forward Contract
|
25,534
|
29.2906
|
12/09/2019
|
Purchase of Forward Contract
|
34,200
|
29.3921
|
12/09/2019
|
Purchase of Common Stock
|
1,026
|
29.2277
|
12/10/2019
|
Sale of Common Stock
|
(25,535)
|
28.9923
|
12/10/2019
|
Purchase of Forward Contract
|
25,535
|
29.0301
|
12/10/2019
|
Purchase of Common Stock
|
25,650
|
29.0339
|
12/10/2019
|
Purchase of Forward Contract
|
6,840
|
29.8314
|
12/11/2019
|
Sale of Common Stock
|
(25,560)
|
29.9436
|
12/11/2019
|
Purchase of Forward Contract
|
25,560
|
29.9894
|
12/11/2019
|
Purchase of Common Stock
|
11,115
|
29.8189
|
12/12/2019
|
Sale of Common Stock
|
(23,857)
|
29.9211
|
12/12/2019
|
Purchase of Forward Contract
|
23,857
|
29.9373
|
12/12/2019
|
Sale of Common Stock
|
(23,868)
|
29.7719
|
12/13/2019
|
Purchase of Forward Contract
|
23,868
|
29.7963
|
12/13/2019
|
Purchase of Common Stock
|
7,695
|
29.7463
|
12/13/2019
|
Purchase of Common Stock
|
4,179
|
30.1213
|
12/16/2019
|
Purchase of Common Stock
|
2,246
|
30.1751
|
12/16/2019
|
Purchase of Common Stock
|
530
|
30.0495
|
12/17/2019
|
Purchase of Common Stock
|
4,339
|
30.2701
|
12/17/2019
|
Purchase of Forward Contract
|
787
|
30.8905
|
12/18/2019
|
Purchase of Common Stock
|
9,405
|
30.9419
|
12/18/2019
|
Purchase of Common Stock
|
7,443
|
30.9553
|
12/18/2019
|
Purchase of Common Stock
|
10,226
|
31.4660
|
12/19/2019
|
Sale of Common Stock
|
(25,603)
|
31.3531
|
12/19/2019
|
Purchase of Forward Contract
|
25,603
|
31.3798
|
12/19/2019
|
Purchase of Common Stock
|
3,793
|
31.6359
|
12/19/2019
|
Purchase of Common Stock
|
1,425
|
31.0823
|
12/20/2019
|
Purchase of Common Stock
|
9,897
|
31.3737
|
12/20/2019
|
Sale of Common Stock
|
(25,612)
|
31.4320
|
12/20/2019
|
Purchase of Forward Contract
|
25,612
|
31.4515
|
12/20/2019
|
Sale of Common Stock
|
(25,618)
|
32.1408
|
12/23/2019
|
Purchase of Forward Contract
|
25,618
|
32.1604
|
12/23/2019
|
Purchase of Forward Contract
|
12,825
|
32.0019
|
12/23/2019
|
Sale of Common Stock
|
(5,596)
|
31.8485
|
12/24/2019
|
Purchase of Forward Contract
|
5,596
|
31.8715
|
12/24/2019
|
Purchase of Forward Contract
|
11,566
|
31.8388
|
12/24/2019
|
Sale of Common Stock
|
(17,079)
|
31.1859
|
12/26/2019
|
Purchase of Forward Contract
|
17,079
|
31.2125
|
12/26/2019
|
Purchase of Forward Contract
|
34,200
|
31.2258
|
12/26/2019
|
Sale of Common Stock
|
(17,079)
|
30.6803
|
12/30/2019
|
Purchase of Forward Contract
|
17,079
|
30.6993
|
12/30/2019
|
Purchase of Common Stock
|
1,547
|
31.3000
|
01/02/2020
|
Purchase of Common Stock
|
5,393
|
30.8500
|
01/02/2020
|
Purchase of Common Stock
|
870
|
31.2762
|
01/03/2020
|
Purchase of Common Stock
|
3,090
|
31.5506
|
01/03/2020
|
Purchase of Common Stock
|
21,750
|
32.3174
|
01/03/2020
|
Purchase of Common Stock
|
3,127
|
32.8588
|
01/06/2020
|
Purchase of Common Stock
|
5,378
|
33.2343
|
01/06/2020
|
Purchase of Common Stock
|
8,688
|
33.0412
|
01/06/2020
|
Purchase of Common Stock
|
25,230
|
32.9261
|
01/06/2020
|
Purchase of Common Stock
|
3,480
|
33.0961
|
01/07/2020
|
Purchase of Common Stock
|
30,528
|
33.055
|
01/07/2020
|
Purchase of Common Stock
|
17,766
|
33.0388
|
01/07/2020
|
Purchase of Common Stock
|
43,500
|
32.9847
|
01/07/2020
|
Purchase of Common Stock
|
2,088
|
33.0379
|
01/08/2020
|
Purchase of Common Stock
|
13,468
|
33.5787
|
01/08/2020
|
Purchase of Common Stock
|
320
|
33.8554
|
01/09/2020
|
Purchase of Common Stock
|
6,931
|
33.6723
|
01/09/2020
|
Purchase of Common Stock
|
35,670
|
33.8719
|
01/09/2020
|
Purchase of Common Stock
|
1,514
|
33.9266
|
01/09/2020
|
Purchase of Common Stock
|
34,800
|
34.5726
|
01/10/2020
|
Purchase of Common Stock
|
1,027
|
34.1850
|
01/10/2020
|
Purchase of Common Stock
|
2,593
|
33.8893
|
01/10/2020
|
Purchase of Common Stock
|
14,860
|
34.0269
|
01/10/2020
|
Exercise of Forward Contract
|
460,417
|
31.4747
|
01/10/2020
|
Purchase of Common Stock
|
52,200
|
34.4730
|
01/13/2020
|
Purchase of Common Stock
|
8,700
|
34.1204
|
01/13/2020
|
Purchase of Common Stock
|
36,574
|
34.1112
|
01/13/2020
|
Purchase of Common Stock
|
13,018
|
34.4115
|
01/13/2020
|
wendy
dIcicco
Purchase of Common Stock
|
3,000
|
33.8373
|
01/10/2020
|