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OMB APPROVAL
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OMB Number: 3235-0145
Expires: February 28, 2009
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.
7)
*
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MI Developments Inc.
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(Name of Issuer)
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Class A Subordinate Voting Shares
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(Title of Class of Securities)
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55304X104
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(Cusip Number)
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Mark C. Wehrly
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
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January 1, 2009
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
o
.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
(Continued on following pages)
Page 1 of 39 Pages
13D
|
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
509,830
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
509,830
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
509,830
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
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|
14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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Page 2 of 39 Pages
13D
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
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SOURCE OF FUNDS (See Instructions)
N/A
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|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
395,775
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
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SHARED DISPOSITIVE POWER
395,775
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
395,775
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|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
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|
14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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|
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|
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Page 3 of 39 Pages
13D
|
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
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SHARED VOTING POWER
41,600
|
|
9
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SOLE DISPOSITIVE POWER
-0-
|
|
10
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SHARED DISPOSITIVE POWER
41,600
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,600
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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|
14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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Page 4 of 39 Pages
13D
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page.
|
|
3
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SEC USE ONLY
|
|
4
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SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
25,800
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
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SHARED DISPOSITIVE POWER
25,800
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,800
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
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|
|
|
|
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Page 5 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Offshore Investors II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
579,440
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
579,440
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,440
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
Page 6 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon FCP, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
101,070
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
101,070
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,070
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
Page 7 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon FCIP, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
99,325
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
99,325
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,325
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
Page 8 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon FCOI II, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
145,447
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
145,447
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,447
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
Page 9 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Management, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
1,515,500
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,515,500
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,515,500
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA, OO
|
|
|
|
|
|
Page 10 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Partners, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
1,898,287
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
1,898,287
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,898,287
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
Page 11 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Duhamel
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 12 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard B. Fried
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 13 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel J. Hirsch
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 14 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Monica R. Landry
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 15 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Douglas M. MacMahon
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 16 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Mellin
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 17 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen L. Millham
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 18 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jason E. Moment
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 19 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ashish H. Pant
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
India
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 20 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Rajiv A. Patel
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 21 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew J. M. Spokes
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 22 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas F. Steyer
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 23 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard H. Voon
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 24 of 39 Pages
13D
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark C. Wehrly
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[
]
(b)
[
X
]**
**
The reporting persons making this filing hold an aggregate of 3,413,787 Class A Shares, which is 7.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
3,413,787
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
3,413,787
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,787
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
Page 25 of 39 Pages
This Amendment No. 7 to Schedule 13D amends the Schedule 13D initially filed on May 11, 2006 (together with all prior and current amendments thereto, this “Schedule 13D”).
Item 3
.
Source And Amount Of Funds And Other Consideration
Item 3 of the prior Schedule 13D is amended and replaced with the following:
Internal Transfers
As of January 1, 2009, each of FCP, FCIP and FCOI II transferred to its corresponding Farallon Trust a portion of its assets, including the Class A Shares reported herein by such Farallon Trust. As a result of such transfer, the FCP Trust received 171,670 Class A Shares from FCP, the FCIP Trust received 167,625 Class A Shares from FCIP and the FCOI II Trust received 247,347 Class
A Shares from FCOI II. None of the Farallon Trusts paid consideration for receipt of the transferred Class A Shares.
Item 5
.
Interest In Securities Of The Issuer
Item 5 is amended and restated in its entirety as follows:
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(a),(b)
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The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 46,160,564 Class A Shares outstanding as reported by the Company in its Annual Report
on Form 40-F for the fiscal year ended December 31, 2007 filed with the Securities and Exchange Commission on March 28, 2008.
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(c)
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The transfer date and number of Class A Shares transferred for each transaction by the Farallon Funds in the past 60 days which is not a purchase or sale are set forth on Schedules A-D hereto and are incorporated herein by reference.
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The trade date, number of Class A Shares purchased or sold and the price per Class A Share (including commissions) for all purchases and sales of the Class A Shares by the Farallon Funds in the past 60 days are set forth in Schedules A-D herein and are incorporated by reference. All of such transactions were open-market transactions.
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(d)
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The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Class A Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.
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Page 26 of 39 Pages
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(a),(b)
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The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Trust is incorporated herein by reference.
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(c)
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The transfer date and number of Class A Shares transferred to each Farallon Trust from the applicable Farallon Fund in the past 60 days are set forth on Schedules E-G herein and are incorporated herein by reference. No consideration was paid for any such transfers.
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The trade date, number of Class A Shares purchased or sold and the price per Class A Share (including commissions) for all purchases and sales of the Class A Shares by the Farallon Trusts in the past 60 days are set forth in Schedules E-G herein and are incorporated by reference. All of such transactions were open-market transactions.
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(d)
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The Farallon General Partner in its capacity as trustee of the Farallon Trusts has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Class A Shares held by the Farallon Trusts as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General
Partner.
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(c)
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The Management Company
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(a),(b)
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The information set forth in Rows 7 through 13 of the cover page hereto for the Management Company is incorporated herein by reference.
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(c)
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As of January 1, 2009, the Management Company effected a transfer of certain Class A Shares from the Parent Managed Account to the Subsidiary Managed Account.
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The trade date, number of Class A Shares purchased or sold and the price per Class A Share (including commissions) for all purchases and sales of the Class A Shares by the Managed Accounts in the past 60 days are set forth in Schedule H herein and are incorporated by reference. All of such transactions were open-market transactions.
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(d)
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The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Class A Shares held by the Managed Accounts as reported herein. The Farallon Individual Reporting Persons are managing members of the Management Company.
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Page 27 of 39 Pages
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(d)
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The Farallon General Partner
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(a),(b)
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The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference.
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(d)
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The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Class A Shares held by the Farallon Funds and the Farallon Trusts as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.
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(e)
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The Farallon Individual Reporting Persons
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(a),(b)
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The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person.
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(d)
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The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Class A Shares held by the Farallon Funds and the Farallon Trusts as reported herein. The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the
proceeds of the sale of, all the Class A Shares held by the Managed Accounts as reported herein. The Farallon Individual Reporting Persons are managing members of both the Farallon General Partner and the Management Company.
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The Class A Shares reported hereby for the Farallon Funds and the Farallon Trusts are owned directly by the Farallon Funds and the Farallon Trusts, as applicable, and those reported by the Management Company on behalf of the Managed Accounts are owned directly by the Managed Accounts. The Management Company, as investment adviser to the Managed Accounts, may be deemed to be the
beneficial owner of all such Class A Shares owned by the Managed Accounts. The Farallon General Partner, as general partner to the Farallon Funds and trustee to the Farallon Trusts, may be deemed to be the beneficial owner of all such Class A Shares owned by the Farallon Funds and the Farallon Trusts. The Farallon Individual Reporting Persons, as managing members of both the Farallon General Partner and the Management Company with the power to exercise investment discretion, may
each be deemed to be the beneficial owner of all such Class A Shares owned by the Farallon Funds, the Farallon Trusts and the Managed Accounts.
Each of the Management
Page 28 of 39 Pages
Company, the Farallon General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Class A Shares.
Page 29 of 39 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 15, 2009
/s/ Mark C. Wehrly
FARALLON PARTNERS, L.L.C.,
On its own behalf,
as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
and as a Trustee of
FARALLON FCP, LTD.,
FARALLON FCIP, LTD. and
FARALLON FCOI II, LTD.
By Mark C. Wehrly,
Managing Member
/s/ Mark C. Wehrly
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Mark C. Wehrly,
Managing Member
/s/ Mark C. Wehrly
Mark C. Wehrly, individually and as attorney-in-fact
for each of William F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J. M. Spokes, Thomas F. Steyer and Richard H. Voon
The Power of Attorney executed by each of Duhamel, Fried, Landry, MacMahon, Mellin, Millham, Moment, Pant, Patel and Steyer authorizing Wehrly to sign and file this Schedule 13D on his or her behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2007 by such Reporting Persons with respect to the Common Stock of Armor Holdings,
Inc., is hereby incorporated by reference. The Power of Attorney executed by Spokes authorizing Wehrly to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 28, 2007 by such Reporting Person with respect to the Common Stock of Global Gold Corporation, is hereby incorporated by reference. The Power of Attorney executed by each of Hirsch and Voon authorizing Wehrly to sign and file this
Schedule 13D on his behalf, which was filed with the Schedule 13D filed
Page 30 of 39 Pages
with the Securities and Exchange Commission on January 6, 2009 by such Reporting Persons with respect to the Common Stock of Town Sports International Holdings, Inc., is hereby incorporated by reference.
Page 31 of 39 Pages
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
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TRANSFER DATE
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NO. OF CLASS A SHARES
TRANSFERRED
*
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PRICE PER
CLASS A SHARE
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01/01/09
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171,670
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N/A
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*Transferred to Farallon FCP, Ltd.
Page 32 of 39 Pages
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
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TRANSFER DATE
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NO. OF CLASS A SHARES
TRANSFERRED
*
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PRICE PER
CLASS A SHARE
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01/01/09
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167,625
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N/A
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*Transferred to Farallon FCIP, Ltd.
Page 33 of 39 Pages
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
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TRADE DATE
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NO. OF CLASS A SHARES
SOLD
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PRICE PER
CLASS A SHARE
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01/05/09
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4,600
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$7.87
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01/06/09
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900
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$7.88
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01/12/09
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1,200
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$7.48
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01/12/09
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6,300
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$7.48
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Page 34 of 39 Pages
SCHEDULE D
FARALLON CAPITAL OFFSHORE INVESTORS II, L.L.C.
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TRANSFER DATE
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NO. OF CLASS A SHARES
TRANSFERRED
*
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PRICE PER
CLASS A SHARE
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01/01/09
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247,347
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N/A
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*Transferred to Farallon FCOI II, Ltd.
Page 35 of 39 Pages
SCHEDULE E
FARALLON FCP, LTD.
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TRADE/TRANSFER DATE
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NO. OF CLASS A SHARES
ACQUIRED (A) OR SOLD (S)
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PRICE PER
CLASS A SHARE
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01/01/09
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171,670 (A)
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N/A
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01/05/09
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35,700 (S)
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$7.87
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01/05/09
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100 (S)
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$7.88
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01/06/09
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3,500 (S)
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$7.88
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01/12/09
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4,700 (S)
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$7.48
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01/12/09
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24,800 (S)
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$7.48
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Page 36 of 39 Pages
SCHEDULE F
FARALLON FCIP, LTD.
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TRADE/TRANSFER DATE
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NO. OF CLASS A SHARES
ACQUIRED (A) OR SOLD (S)
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PRICE PER
CLASS A SHARE
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01/01/09
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167,625 (A)
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N/A
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01/05/09
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35,700 (S)
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$7.87
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01/05/09
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100 (S)
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$7.88
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01/06/09
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3,500 (S)
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$7.88
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01/12/09
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4,600 (S)
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$7.48
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01/12/09
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24,400 (S)
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$7.48
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Page 37 of 39 Pages
SCHEDULE G
FARALLON FCOI II, LTD.
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TRADE/ TRANSFER DATE
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NO. OF CLASS A SHARES
ACQUIRED (A) OR SOLD (S)
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PRICE PER
CLASS A SHARE
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01/01/09
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247,347 (A)
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N/A
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01/05/09
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54,200 (S)
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$7.87
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01/05/09
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100 (S)
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$7.88
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01/06/09
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5,100 (S)
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$7.88
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01/12/09
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6,700 (S)
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$7.48
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01/12/09
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35,800 (S)
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$7.48
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Page 38 of 39 Pages
SCHEDULE H
FARALLON CAPITAL MANAGEMENT, L.L.C.
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TRADE DATE
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NO. OF CLASS A SHARES
SOLD
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PRICE PER
CLASS A SHARE
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01/05/09
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110,198
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$7.87
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01/05/09
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515
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$7.88
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01/06/09
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17,100
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$7.88
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01/07/09
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100
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$7.86
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01/12/09
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22,800
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$7.48
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01/12/09
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121,100
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$7.48
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Page 39 of 39 Pages