The aggregate purchase price of the 1,000 Shares beneficially owned by Starboard V&O Fund is approximately $1,959, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 19,225,000 Shares beneficially owned by Starboard V&O Fund, as further described in Item 6 below, is approximately $14,034,250, excluding brokerage commissions. The aggregate purchase price of the 1,346,462 Shares beneficially owned by Starboard S LLC is approximately $6,054,450, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 2,175,000 Shares beneficially owned by Starboard S LLC, as further described in Item 6 below, is approximately $1,587,750, excluding brokerage commissions. The aggregate purchase price of the 555,072 Shares beneficially owned by Starboard C LP is approximately $2,775,113, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 1,225,000 Shares beneficially owned by Starboard C LP, as further described in Item 6 below, is approximately $894,250, excluding brokerage commissions. The aggregate purchase price of the 3,318,217 Shares held in the Starboard Value LP Accounts is approximately 12,495,133, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 2,375,000 Shares held in the Starboard Value LP Accounts, as further described in Item 6 below, is approximately $1,733,750, excluding brokerage commissions.
|
(a)
|
As of the close of business on December 15, 2015, Starboard C LP beneficially owned 1,780,072 Shares, including 1,225,000 Shares underlying certain call options.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 1,780,072
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,780,072
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard C LP since the filing of Amendment No. 15 to the Schedule 13D are set forth in Schedule A 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 1,780,072 Shares owned by Starboard C LP, including 1,225,000 Shares underlying certain call options.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 1,780,072
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,780,072
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 15 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 15 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 1,780,072 Shares owned by Starboard C LP, including 1,225,000 Shares underlying certain call options.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 1,780,072
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,780,072
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard R GP has not entered into any transactions in the Shares since the filing of Amendment No. 15 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 15 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 15, 2015, 5,693,217 Shares were held in the Starboard Value LP Accounts, including 2,375,000 Shares underlying certain call options. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Accounts and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 19,226,000 Shares owned by Starboard V&O Fund, (ii) 3,521,462 Shares owned by Starboard S LLC, (iii) 1,780,072 Shares owned by Starboard C LP, and (iv) 5,693,217 Shares held in the Starboard Value LP Accounts.
|
Percentage: Approximately 5.5%
|
(b)
|
1. Sole power to vote or direct vote: 30,220,751
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 30,220,751
|
|
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 Accounts and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP since the filing of Amendment No. 15 to the Schedule 13D 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) 19,226,000 Shares owned by Starboard V&O Fund, (ii) 3,521,462 Shares owned by Starboard S LLC, (iii) 1,780,072 Shares owned by Starboard C LP, and (iv) 5,693,217 Shares held in the Starboard Value LP Accounts.
|
Percentage: Approximately 5.5%
|
(b)
|
1. Sole power to vote or direct vote: 30,220,751
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 30,220,751
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 15 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts since the filing of Amendment No. 15 to the Schedule 13D 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) 19,226,000 Shares owned by Starboard V&O Fund, (ii) 3,521,462 Shares owned by Starboard S LLC, (iii) 1,780,072 Shares owned by Starboard C LP, and (iv) 5,693,217 Shares held in the Starboard Value LP Accounts.
|
Percentage: Approximately 5.5%
|
(b)
|
1. Sole power to vote or direct vote: 30,220,751
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 30,220,751
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 15 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts since the filing of Amendment No. 15 to the Schedule 13D 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) 19,226,000 Shares owned by Starboard V&O Fund, (ii) 3,521,462 Shares owned by Starboard S LLC, (iii) 1,780,072 Shares owned by Starboard C LP, and (iv) 5,693,217 Shares held in the Starboard Value LP Accounts.
|
Percentage: Approximately 5.5%
|
(b)
|
1. Sole power to vote or direct vote: 30,220,751
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 30,220,751
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 15 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts since the filing of Amendment No. 15 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 15, 2015, Mr. Smith directly owned 45,836 Shares. 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 the (i) 19,226,000 Shares owned by Starboard V&O Fund, (ii) 3,521,462 Shares owned by Starboard S LLC, (iii) 1,780,072 Shares owned by Starboard C LP, and (iv) 5,693,217 Shares held in the Starboard Value LP Accounts.
|
Percentage: Approximately 5.5%
|
(b)
|
1. Sole power to vote or direct vote: 45,836
|
|
2. Shared power to vote or direct vote: 30,220,751
|
|
3. Sole power to dispose or direct the disposition: 45,836
|
|
4. Shared power to dispose or direct the disposition: 30,220,751
|
|
(c)
|
Mr. Smith has not entered into any transactions in the Shares since the filing of Amendment No. 15 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts since the filing of Amendment No. 15 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
K.
|
Messrs. Mitchell and Feld
|
|
(a)
|
Each of Messrs. Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 19,226,000 Shares owned by Starboard V&O Fund, (ii) 3,521,462 Shares owned by Starboard S LLC, (iii) 1,780,072 Shares owned by Starboard C LP, and (iv) 5,693,217 Shares held in the Starboard Value LP Accounts.
|
Percentage: Approximately 5.5%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 30,220,751
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 30,220,751
|
|
(c)
|
None of Messrs. Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 15 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts since the filing of Amendment No. 15 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 15, 2015, T-S Capital did not own any Shares.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
T-S Capital has not entered into any transactions in the Shares since the filing of Amendment No. 15 to the Schedule 13D.
|
|
(a)
|
As of the close of business on December 15, 2015, Mr. Siegel directly owned 1,250 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 1,250
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,250
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Siegel has not entered into any transactions in the Shares since the filing of Amendment No. 15 to the Schedule 13D.
|
|
(a)
|
As of the close of business on December 15, 2015, Mr. Telles did not own any Shares.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Telles has not entered into any transactions in the Shares since the filing of Amendment No. 15 to the Schedule 13D.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby amended to add the following:
Starboard Value LP and its affiliates have an aggregate economic “long” exposure to 3,541,855 notional Shares, representing less than 1% of the Shares outstanding, pursuant to certain swap agreements described in this Item 6.
Depending on market conditions and other factors, the Reporting Persons may alter the mix of their collective beneficial ownership position in the Issuer, which is currently composed of 5,267,837 Shares and 25,000,000 Shares underlying the American-style call options described in this Item 6, by, among other things, exercising certain of the American-style call options, purchasing or selling Shares, and/or purchasing or selling options.
Starboard Value LP through the Starboard Value LP Accounts has entered into certain cash-settled total return swap agreements with SG as the counterparty. The swaps with SG constitute economic “short” exposure to 81,013 notional Shares, 130,914 notional Shares, 6,565 notional Shares, 28,735 notional Shares, 52,626 notional Shares, and 51,321 notional Shares, respectively, with a reference price of $6.54 respectively, and an expiration date of November 7, 2016, November 17, 2016, December 1, 2016, December 8, 2016, December 8, 2016, and December 8, 2016, respectively. Because the number of Shares owned by Starboard Value LP through the Starboard Value LP Accounts exceeds the number of Shares represented by its "short" swap position, Starboard Value LP through the Starboard Value LP Accounts is "net long" with respect to the Shares to the extent of such excess, and has hedged both the economic benefits and economic risks of owning the number of Shares equal to its "short" swap position.
Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, and Starboard Value LP through the Starboard Value LP Accounts purchased flex American-style call options referencing an aggregate of 19,225,000 Shares, 2,175,000 Shares, 1,225,000 Shares, and 2,375,000 Shares, respectively, which have an exercise price of $7.01 per Share and expire on July 15, 2016.
Each of Starboard V&O Fund, Starboard S LLC, and Starboard C LP, sold flex American-style call options referencing an aggregate of 19,225,000 Shares, 2,175,000 Shares, and 1,225,000 Shares, respectively, which have an exercise price of $9.01 per Share and expire on July 15, 2016.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 15, 2015
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
|
|
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
STARBOARD VALUE R GP LLC
|
|
|
By:
|
|
|
Name:
|
Jeffrey C. Smith
|
|
Title:
|
Authorized Signatory
|
|
|
|
JEFFREY C. SMITH
|
Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, T-S Capital Partners, LLC, David Siegel and Robert Telles
|
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 15 to the Schedule 13D
Nature of the
Transaction
|
Amount of Securities
Purchased / (Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
Sale of Common Stock
|
(285,000)
|
6.5200
|
12/02/2015
|
Sale of Common Stock
|
(298,734)
|
6.6553
|
12/03/2015
|
Sale of Common Stock
|
(488,160)
|
6.6831
|
12/04/2015
|
Sale of Common Stock
|
(379,725)
|
5.5420
|
12/07/2015
|
Sale of Common Stock
|
(571,336)
|
5.5977
|
12/08/2015
|
Sale of Common Stock
|
(571,182)
|
5.7346
|
12/11/2015
|
Sale of Common Stock
|
(70,120)
|
5.6300
|
12/14/2015
|
Sale of Common Stock
|
(9,400,508)
|
5.6300
|
12/14/2015
|
Sale of Common Stock (1)
|
(1,295,372)
|
5.6300
|
12/14/2015
|
Purchase of Call Option
|
192,250 (2)
|
0.7300 (3)
|
12/14/2015
|
Sale of Call Option
|
(194,769) (2)
|
0.2300 (4)
|
12/14/2015
|
Sale of Call Option
|
(12,622) (7)
|
0.0300 (8)
|
12/14/2015
|
Purchase of Call Option
|
2,519 (2)
|
0.2300 (4)
|
12/15/2015
|
|
|
|
|
STARBOARD VALUE AND OPPORTUNITY S LLC
Sale of Common Stock
|
(48,361)
|
6.52
|
12/02/2015
|
Sale of Common Stock
|
(50,685)
|
6.6553
|
12/03/2015
|
Sale of Common Stock
|
(82,825)
|
6.6831
|
12/04/2015
|
Sale of Common Stock
|
(64,541)
|
5.542
|
12/07/2015
|
Sale of Common Stock
|
(96,432)
|
5.5977
|
12/08/2015
|
Sale of Common Stock
|
(96,465)
|
5.7346
|
12/11/2015
|
Sale of Common Stock
|
(1,218,000)
|
5.63
|
12/14/2015
|
Purchase of Call Option
|
21,750 (2)
|
0.7300 (3)
|
12/14/2015
|
Sale of Call Option
|
(22,035) (2)
|
0.2300 (4)
|
12/14/2015
|
Sale of Call Option
|
(2,814) (7)
|
0.0300 (8)
|
12/14/2015
|
Purchase of Call Option
|
285 (2)
|
0.2300 (4)
|
12/15/2015
|
STARBOARD VALUE AND OPPORTUNITY C LP
Sale of Common Stock
|
(23,579)
|
6.5200
|
12/02/2015
|
Sale of Common Stock
|
(24,712)
|
6.6553
|
12/03/2015
|
Sale of Common Stock
|
(40,382)
|
6.6831
|
12/04/2015
|
Sale of Common Stock
|
(31,466)
|
5.5420
|
12/07/2015
|
Sale of Common Stock
|
(47,023)
|
5.5977
|
12/08/2015
|
Sale of Common Stock
|
(47,038)
|
5.7346
|
12/11/2015
|
Sale of Common Stock
|
(686,000)
|
5.6300
|
12/14/2015
|
Purchase of Call Option
|
12,250 (2)
|
0.7300 (3)
|
12/14/2015
|
Sale of Call Option
|
(12,410) (2)
|
0.2300 (4)
|
12/14/2015
|
Sale of Call Option
|
(1,364) (7)
|
0.0300 (8)
|
12/14/2015
|
Purchase of Call Option
|
160 (2)
|
0.2300 (4)
|
12/15/2015
|
STARBOARD VALUE LP
(Through the Starboard Value LP Accounts)
Sale of Common Stock
|
(65,339)
|
6.5200
|
12/02/2015
|
Sale of Common Stock
|
(95,971)
|
6.5200
|
12/02/2015
|
Sale of Common Stock
|
(231,750)
|
6.5200
|
12/02/2015
|
Sale of Common Stock
|
(68,475)
|
6.6553
|
12/03/2015
|
Sale of Common Stock
|
(100,607)
|
6.6553
|
12/03/2015
|
Sale of Common Stock
|
(242,887)
|
6.6553
|
12/03/2015
|
Sale of Common Stock
|
(111,894)
|
6.6831
|
12/04/2015
|
Sale of Common Stock
|
(164,403)
|
6.6831
|
12/04/2015
|
Sale of Common Stock
|
(396,902)
|
6.6831
|
12/04/2015
|
Sale of Common Stock
|
(87,292)
|
5.5420
|
12/07/2015
|
Sale of Common Stock
|
(127,643)
|
5.5420
|
12/07/2015
|
Sale of Common Stock
|
(309,333)
|
5.5420
|
12/07/2015
|
Sale of Common Stock
|
(129,837)
|
5.5977
|
12/08/2015
|
Sale of Common Stock
|
(193,487)
|
5.5977
|
12/08/2015
|
Sale of Common Stock
|
(461,885)
|
5.5977
|
12/08/2015
|
Sale of Common Stock
|
(129,935)
|
5.7346
|
12/11/2015
|
Sale of Common Stock
|
(193,307)
|
5.7346
|
12/11/2015
|
Sale of Common Stock
|
(462,073)
|
5.7346
|
12/11/2015
|
Sale of Common Stock
|
(1,330,000)
|
5.6300
|
12/14/2015
|
Sale of Common Stock
|
(379,206)
|
5.6300
|
12/14/2015
|
Sale of Common Stock
|
(920,794)
|
5.6300
|
12/14/2015
|
Purchase of Call Option
|
23,750 (2)
|
0.7300 (3)
|
12/14/2015
|
Sale of Call Option
|
(4,387) (7)
|
0.0300 (8)
|
12/14/2015
|
Transfer
|
(2,890,918)
|
0 (5)
|
12/15/2015
|
Sale of Common Stock
|
(370,704)
|
5.6817
|
12/15/2015
|
Sale of Common Stock
|
(900,151)
|
5.6817
|
12/15/2015
|
Transfer
|
(14,534,593)
|
0 (6)
|
12/15/2015
|
|
|
|
|
Purchase of Cash-Settled
Total Return Swap
|
379,206
|
5.6450
|
12/14/2015
|
Purchase of Cash-Settled
Total Return Swap
|
920,794
|
5.6450
|
12/15/2015
|
Purchase of Cash-Settled
Total Return Swap
|
370,704
|
5.6817
|
12/14/2015
|
Purchase of Cash-Settled
Total Return Swap
|
900,151
|
5.6817
|
12/15/2015
|
(1) Represents a short sale.
(2) Represents shares underlying American-style call options purchased in the flex market. These call options expire on July 16, 2015.
(3) This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of this call option is $7.01.
(4) This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of this call option is $9.01.
(5) Represents a transfer of 2,890,918 Shares of the Issuer to a certain Co-Investor without consideration pursuant to the terms of a pre-existing written agreement related to the Starboard Value LP Accounts existing as of the date of the initial Schedule13D filing made on September 17, 2012. Note that Starboard Value LP retains no voting or dispositive power with respect to such Shares.
(6) Represents a transfer of 14,534,593 Shares of the Issuer to a certain Co-Investor without consideration pursuant to the terms of a pre-existing written agreement related to the Starboard Value LP Accounts existing as of the date of the initial Schedule 13D filing made on September 17, 2012. Note that Starboard Value LP retains no voting or dispositive power with respect to such Shares.
(7) Represents shares underlying American-style call options purchased in the flex market. These call options expire on July 16, 2015.
(8) This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of this call option is $8.00.