(Amendment No. 1)1
JEFFREY C. SMITH
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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STARBOARD VALUE LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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7,590,000
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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7,590,000
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,590,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.0%
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14
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TYPE OF REPORTING PERSON
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PN
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* Includes 110,775 Shares
underlying certain forward purchase contracts exercisable within 60 days hereof.
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1
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NAME OF REPORTING PERSON
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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4,734,077
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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4,734,077
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,734,077*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.6%
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14
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TYPE OF REPORTING PERSON
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CO
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* Includes 110,775 Shares
underlying certain forward purchase contracts exercisable within 60 days hereof.
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1
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NAME OF REPORTING PERSON
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STARBOARD VALUE AND OPPORTUNITY S LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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738,568
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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738,568
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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738,568
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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STARBOARD VALUE AND OPPORTUNITY C LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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428,157
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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428,157
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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428,157
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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STARBOARD VALUE R LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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428,157
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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428,157
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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428,157
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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STARBOARD VALUE R GP LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
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DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
837,220
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OWNED BY
|
|
8
|
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SHARED VOTING POWER
|
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EACH
|
|
|
|
|
|
REPORTING
|
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|
|
|
- 0 -
|
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PERSON WITH
|
|
9
|
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SOLE DISPOSITIVE POWER
|
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837,220
|
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|
|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
837,220
|
|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
|
|
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|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
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1.0%
|
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|
14
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TYPE OF REPORTING PERSON
|
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|
OO
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1
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NAME OF REPORTING PERSON
|
|
|
|
|
|
|
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|
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
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|
3
|
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS
|
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|
|
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|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
409,063
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
409,063
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
409,063
|
|
|
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
|
|
|
|
|
409,063
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
409,063
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
409,063
|
|
|
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
|
|
|
|
|
7,590,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
7,590,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
7,590,000*
|
|
|
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
|
|
* Includes 110,775 Shares
underlying certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD PRINCIPAL CO LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
7,590,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
7,590,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
7,590,000*
|
|
|
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
|
|
* Includes 110,775 Shares
underlying certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD PRINCIPAL CO GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
7,590,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
7,590,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
7,590,000*
|
|
|
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
|
|
* Includes 110,775 Shares
underlying certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JEFFREY C. SMITH
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
7,590,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
7,590,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
7,590,000*
|
|
|
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
|
|
* Includes 110,775 Shares
underlying certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PETER A. FELD
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
7,590,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
7,590,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
7,590,000*
|
|
|
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
|
|
* Includes 110,775 Shares
underlying certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
THOMAS A. MCEACHIN
|
|
|
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
|
|
|
|
|
625
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
625
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
625
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
GAVIN T. MOLINELLI
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
MARRAN H. OGILVIE
|
|
|
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
|
|
|
|
|
973
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
973
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
973
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
ERIN L. RUSSELL
|
|
|
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
|
|
|
|
|
1,614
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,614
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,614
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STEVEN J. SHULMAN
|
|
|
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
|
|
|
|
|
593
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
593
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
593
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JOHN M. STARCHER, JR.
|
|
|
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
|
|
|
|
|
616
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
616
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
616
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
SHIRLEY A. WEIS
|
|
|
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
|
|
|
|
|
1,007
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,007
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,007
|
|
|
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
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and held in the Starboard Value LP Account
were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference
herein.
The aggregate purchase
price of the 4,623,302 Shares beneficially owned by Starboard V&O Fund is approximately $110,795,745, excluding brokerage
commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase
of 110,775 Shares by Starboard V&O Fund is approximately $2,616,363, excluding brokerage commissions. The aggregate purchase
price of the 738,568 Shares beneficially owned by Starboard S LLC is approximately $17,722,765, excluding brokerage commissions.
The aggregate purchase price of the 428,157 Shares beneficially owned by Starboard C LP is approximately $10,274,284, excluding
brokerage commissions. The aggregate purchase price of the 409,063 Shares beneficially owned by Starboard L Master is approximately
$9,812,719, excluding brokerage commissions. The aggregate purchase price of the 1,280,135 Shares held in the Starboard Value
LP Account is approximately $30,953,661, excluding brokerage commissions.
The Shares purchased
by Mr. McEachin were purchased with personal funds in the open market. The aggregate purchase price of the 625 Shares beneficially
owned by Mr. McEachin is approximately $17,091, excluding brokerage commissions.
The Shares purchased
by Ms. Ogilvie were purchased with personal funds in the open market. The aggregate purchase price of the 973 Shares beneficially
owned by Ms. Ogilvie is approximately $24,987, excluding brokerage commissions.
The Shares purchased
by Ms. Russell were purchased with personal funds in the open market. The aggregate purchase price of the 1,614 Shares beneficially
owned by Ms. Russell is approximately $40,003, excluding brokerage commissions.
The Shares purchased
by Mr. Shulman were purchased with personal funds in the open market. The aggregate purchase price of the 593 Shares beneficially
owned by Mr. Shulman is approximately $15,000, excluding brokerage commissions.
The Shares purchased
by Mr. Starcher were purchased with personal funds in the open market. The aggregate purchase price of the 616 Shares beneficially
owned by Mr. Starcher is approximately $15,505, excluding brokerage commissions.
The Shares purchased
by Ms. Weis were purchased with personal funds in the open market. The aggregate purchase price of the 1,007 Shares beneficially
owned by Ms. Weis is approximately $24,989, excluding brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 84,277,494 Shares outstanding, as of February 14, 2020, which
is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on February 20, 2020.
|
(a)
|
As of the close of business on March 2, 2020, Starboard V&O Fund beneficially owned 4,734,077
Shares, including 110,775 Shares underlying certain forward purchase contracts.
|
Percentage: Approximately
5.6%
|
(b)
|
1. Sole power to vote or direct vote: 4,734,077
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,734,077
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard V&O Fund since the filing of the Schedule 13D are
set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 2, 2020, Starboard S LLC beneficially owned 738,568 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 738,568
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 738,568
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard S LLC since the filing of the Schedule 13D are set
forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 2, 2020, Starboard C LP beneficially owned 428,157 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 428,157
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 428,157
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard C LP since the filing of 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 428,157 Shares owned by Starboard C LP.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 428,157
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 428,157
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 the Schedule
13D. The transactions in the Shares on behalf of Starboard C LP since the filing of 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 and Starboard L GP, may be deemed the
beneficial owner of the (i) 428,157 shares owned by Starboard C LP and (ii) 409,063 Shares owned by Starboard L Master.
|
Percentage: Approximately
1.0%
|
(b)
|
1. Sole power to vote or direct vote: 837,220
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 837,220
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 the Schedule
13D. The transactions in the Shares on behalf of each of Starboard C LP and Starboard L Master since the filing of the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 2, 2020, Starboard L Master beneficially owned 409,063 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 409,063
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 409,063
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard L Master since the filing of the Schedule 13D are set
forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner
of the 409,063 Shares owned by Starboard L Master.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 409,063
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 409,063
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard L GP has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares on behalf of Starboard L Master since the filing of the Schedule 13D are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 2, 2020, 1,280,135 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) 4,734,077 Shares owned by Starboard V&O Fund, (ii) 738,568 Shares owned by Starboard S LLC, (iii) 428,157 Shares owned
by Starboard C LP, (iv) 409,063 Shares owned by Starboard L Master, and (v) 1,280,135 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately
9.0%
|
(b)
|
1. Sole power to vote or direct vote: 7,590,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,590,000
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 since the filing of 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) 4,734,077 Shares owned by Starboard V&O Fund, (ii) 738,568 Shares owned by Starboard
S LLC, (iii) 428,157 Shares owned by Starboard C LP, (iv) 409,063 Shares owned by Starboard L Master, and (v) 1,280,135 Shares
held in the Starboard Value LP Account.
|
Percentage:
Approximately 9.0%
|
(b)
|
1. Sole power to vote or direct vote: 7,590,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,590,000
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 the
Schedule 13D. 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 since the filing of 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) 4,734,077 Shares owned by Starboard V&O Fund, (ii) 738,568 Shares owned by Starboard S LLC, (iii)
428,157 Shares owned by Starboard C LP, (iv) 409,063 Shares owned by Starboard L Master, and (v) 1,280,135 Shares held in the Starboard
Value LP Account.
|
Percentage: Approximately
9.0%
|
(b)
|
1. Sole power to vote or direct vote: 7,590,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,590,000
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 the Schedule
13D. 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 since the filing of 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) 4,734,077 Shares owned by Starboard V&O Fund, (ii) 738,568 Shares owned by Starboard S LLC,
(iii) 428,157 Shares owned by Starboard C LP, (iv) 409,063 Shares owned by Starboard L Master, and (v) 1,280,135 Shares held in
the Starboard Value LP Account.
|
Percentage: Approximately
9.0%
|
(b)
|
1. Sole power to vote or direct vote: 7,590,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,590,000
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 the Schedule
13D. 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 since the filing of the Schedule 13D are set forth in Schedule A 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) 4,734,077 Shares owned by Starboard V&O Fund, (ii) 738,568 Shares owned by Starboard S LLC,
(iii) 428,157 Shares owned by Starboard C LP, (iv) 409,063 Shares owned by Starboard L Master, and (v) 1,280,135 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: 7,590,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,590,000
|
|
(c)
|
None of Messrs. Smith or Feld has entered into any transactions in the Shares since the filing
of the Schedule 13D. 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 since the filing of the Schedule 13D are set forth in Schedule A
and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 2, 2020, Mr. McEachin beneficially owned 625 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 625
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 625
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. McEachin has not entered into any transactions in the Shares since the filing of the Schedule
13D.
|
|
(a)
|
As of the close of business on March 2, 2020, Mr. Molinelli 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. Molinelli has not entered into any transactions in the Shares since the filing of the Schedule
13D.
|
|
(a)
|
As of the close of business on March 2, 2020, Ms. Ogilvie beneficially owned 973 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 973
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 973
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ms. Ogilvie has not entered into any transactions in the Shares since the filing of the Schedule
13D.
|
|
(a)
|
As of the close of business on March 2, 2020, Ms. Russell beneficially owned 1,614 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 1,614
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,614
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ms. Russell has not entered into any transactions in the Shares since the filing of the Schedule
13D.
|
|
(a)
|
As of the close of business on March 2, 2020, Mr. Shulman beneficially owned 593 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 593
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 593
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Shulman has not entered into any transactions in the Shares since the filing of the Schedule
13D.
|
|
(a)
|
As of the close of business on March 2, 2020, Mr. Starcher beneficially owned 616 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 616
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 616
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Starcher has not entered into any transactions in the Shares since the filing of the Schedule
13D.
|
|
(a)
|
As of the close of business on March 2, 2020, Ms. Weis beneficially owned 1,007 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 1,007
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,007
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ms. Weis has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
As of the close of
business on March 2, 2020, the Reporting Persons collectively beneficially owned an aggregate of 7,595,428 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.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby amended
to add the following:
As previously disclosed,
Starboard V&O Fund first entered into a forward purchase contract with Morgan Stanley as the counterparty on the date referenced
in Schedule A providing for the purchase of 47,475 Shares. Starboard V&O Fund has since entered into an additional forward
purchase contract with Morgan Stanley as the counterparty on the date referenced in Schedule A providing for the purchase of 63,300
Shares. The forward purchase contracts provide for the purchase of an aggregate of 110,775 Shares having a purchase price of approximately
$2,616,363 (the “MS Forward Contracts”). The MS Forward Contracts have a final valuation date of August 13, 2021, however,
Starboard V&O Fund has the ability to elect early settlement after serving notice to the counter-party of such intention at
least two scheduled trading days in advance of the desired early final valuation date. The MS Forward Contracts provide for physical
settlement. Until the settlement date, the MS Forward Contracts do not give the Reporting Persons voting and dispositive control
over the Shares to which such contracts relate.
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: March 2, 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, Thomas A. McEachin, Gavin T. Molinelli, Marran H. Ogilvie, Erin L. Russell, Steven J. Shulman, John M. Starcher, Jr. and Shirley A. Weis.
|
|
SCHEDULE A
Transactions in the Shares Since
the Filing of the Schedule 13D
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
STARBOARD VALUE AND OPPORTUNITY MASTER
FUND LTD
Purchase of Forward Contract
|
63,300
|
21.0247
|
02/20/2020
|
Purchase of Common Stock
|
7,767
|
18.5649
|
02/25/2020
|
Purchase of Common Stock
|
7,767
|
18.5649
|
02/25/2020
|
Purchase of Common Stock
|
18,103
|
18.5867
|
02/25/2020
|
Purchase of Common Stock
|
18,103
|
18.5867
|
02/25/2020
|
Purchase of Common Stock
|
44,999
|
18.5339
|
02/25/2020
|
Purchase of Common Stock
|
44,999
|
18.5339
|
02/25/2020
|
Purchase of Common Stock
|
87,381
|
17.7249
|
02/26/2020
|
Purchase of Common Stock
|
87,381
|
17.7249
|
02/26/2020
|
Purchase of Common Stock
|
15,825
|
17.2438
|
02/27/2020
|
Purchase of Common Stock
|
15,825
|
17.2438
|
02/27/2020
|
Purchase of Common Stock
|
126,600
|
17.1631
|
02/27/2020
|
Purchase of Common Stock
|
126,600
|
17.1631
|
02/27/2020
|
Purchase of Common Stock
|
63,300
|
16.7089
|
02/28/2020
|
Purchase of Common Stock
|
63,300
|
16.7089
|
02/28/2020
|
Purchase of Common Stock
|
4,793
|
17.2349
|
03/02/2020
|
Purchase of Common Stock
|
4,792
|
17.2349
|
03/02/2020
|
STARBOARD VALUE AND OPPORTUNITY C LP
Purchase of Common Stock
|
5,500
|
21.0247
|
02/20/2020
|
Purchase of Common Stock
|
1,350
|
18.5649
|
02/25/2020
|
Purchase of Common Stock
|
3,146
|
18.5867
|
02/25/2020
|
Purchase of Common Stock
|
7,819
|
18.5339
|
02/25/2020
|
Purchase of Common Stock
|
15,185
|
17.7249
|
02/26/2020
|
Purchase of Common Stock
|
2,750
|
17.2438
|
02/27/2020
|
Purchase of Common Stock
|
22,000
|
17.1631
|
02/27/2020
|
Purchase of Common Stock
|
11,000
|
16.7089
|
02/28/2020
|
Purchase of Common Stock
|
825
|
17.2349
|
03/02/2020
|
STARBOARD VALUE AND OPPORTUNITY S LLC
Purchase of Common Stock
|
9,500
|
21.0247
|
02/20/2020
|
Purchase of Common Stock
|
2,331
|
18.5649
|
02/25/2020
|
Purchase of Common Stock
|
5,434
|
18.5867
|
02/25/2020
|
Purchase of Common Stock
|
13,507
|
18.5339
|
02/25/2020
|
Purchase of Common Stock
|
26,228
|
17.7249
|
02/26/2020
|
Purchase of Common Stock
|
4,750
|
17.2438
|
02/27/2020
|
Purchase of Common Stock
|
38,000
|
17.1631
|
02/27/2020
|
Purchase of Common Stock
|
19,000
|
16.7089
|
02/28/2020
|
Purchase of Common Stock
|
1,410
|
17.2349
|
03/02/2020
|
STARBOARD VALUE AND OPPORTUNITY MASTER
FUND L LP
Purchase of Common Stock
|
5,300
|
21.0247
|
02/20/2020
|
Purchase of Common Stock
|
1,301
|
18.5649
|
02/25/2020
|
Purchase of Common Stock
|
3,032
|
18.5867
|
02/25/2020
|
Purchase of Common Stock
|
7,535
|
18.5339
|
02/25/2020
|
Purchase of Common Stock
|
14,632
|
17.7249
|
02/26/2020
|
Purchase of Common Stock
|
2,650
|
17.2438
|
02/27/2020
|
Purchase of Common Stock
|
21,200
|
17.1631
|
02/27/2020
|
Purchase of Common Stock
|
10,600
|
16.7089
|
02/28/2020
|
Purchase of Common Stock
|
765
|
17.2349
|
03/02/2020
|
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
Purchase of Common Stock
|
16,400
|
21.0247
|
02/20/2020
|
Purchase of Common Stock
|
4,024
|
18.5649
|
02/25/2020
|
Purchase of Common Stock
|
9,381
|
18.5867
|
02/25/2020
|
Purchase of Common Stock
|
23,317
|
18.5339
|
02/25/2020
|
Purchase of Common Stock
|
45,278
|
17.7249
|
02/26/2020
|
Purchase of Common Stock
|
8,200
|
17.2438
|
02/27/2020
|
Purchase of Common Stock
|
65,600
|
17.1631
|
02/27/2020
|
Purchase of Common Stock
|
32,800
|
16.7089
|
02/28/2020
|
Purchase of Common Stock
|
2,415
|
17.2349
|
03/02/2020
|