UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

Merit Medical Systems, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

589889104

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

 

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 3, 2020

(Date of Event Which Requires Filing of This Statement)

 

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              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).

 

CUSIP No. 589889104

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         4,965,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,965,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,965,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 589889104

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,049,249  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,049,249  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,049,249  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.5%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

3

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY S LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         496,497  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          496,497  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        496,497  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY C LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         287,969  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          287,969  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        287,969  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE R LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         287,969  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          287,969  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        287,969  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

6

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE R GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         564,727  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          564,727  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        564,727  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

7

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         276,758  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          276,758  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        276,758  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

8

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE L LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         276,758  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          276,758  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        276,758  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

9

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         4,965,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,965,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,965,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

10

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         4,965,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,965,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,965,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

11

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         4,965,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,965,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,965,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

12

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        JEFFREY C. SMITH  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,965,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,965,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,965,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

13

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        PETER A. FELD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,965,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,965,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,965,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

14

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        WENDY F. DICICCO  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

15

CUSIP No. 589889104

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates to the Common Stock, no par value (the “Shares”), of Merit Medical Systems, Inc., a Utah corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1600 West Merit Parkway, South Jordan, Utah 84095.

Item 2. Identity and Background.

(a)       This statement is filed by:

(i) Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii) Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
(iii) Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
(iv) Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v) Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it;
(vi) Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master;
(vii) Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP;
(viii) Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(ix) Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(x) Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(xi) Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(xii) Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
16

CUSIP No. 589889104

(xiii) Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; and
(xiv) Wendy F. DiCicco, with respect to the Shares directly and beneficially owned by her.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard L GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of Starboard V&O Fund and Starboard L Master is Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KYI-9008, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The principal business address of Ms. DiCicco is 948 Drovers Lane, Chester Springs, Pennsylvania 19425.

(c)       The principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard C LP and Starboard L Master have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member of Starboard Value GP.  Principal GP serves as the general partner of Principal Co.  Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP and Starboard L GP. Starboard L GP serves as the general partner of Starboard L Master. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. The principal occupation of Ms. DiCicco is serving as an independent financial, executive & board advisory consultant for Board Advantage, LLC.

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Smith and Feld and Ms. DiCicco are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

17

CUSIP No. 589889104

Item 3. Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 3,049,249 Shares beneficially owned by Starboard V&O Fund is approximately $96,533,136, excluding brokerage commissions. The aggregate purchase price of the 496,497 Shares beneficially owned by Starboard S LLC is approximately $15,721,265, excluding brokerage commissions. The aggregate purchase price of the 287,969 Shares beneficially owned by Starboard C LP is approximately $9,118,357, excluding brokerage commissions. The aggregate purchase price of the 276,758 Shares beneficially owned by Starboard L Master is approximately $8,766,470, excluding brokerage commissions. The aggregate purchase price of the 854,527 Shares held in the Starboard Value LP Account is approximately $27,727,890, excluding brokerage commissions.

The Shares purchased by Ms. DiCicco were purchased with personal funds in the open market. The aggregate purchase price of the 3,000 Shares beneficially owned by Ms. DiCicco is approximately $101,512, excluding brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

18

CUSIP No. 589889104

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 55,208,840 Shares outstanding, as of November 5, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2019.

A. Starboard V&O Fund
(a) As of the close of business on January 13, 2020, Starboard V&O Fund beneficially owned 3,049,249 Shares.

Percentage: Approximately 5.5%

(b) 1. Sole power to vote or direct vote: 3,049,249
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,049,249
4. Shared power to dispose or direct the disposition: 0

 

(c) The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
B. Starboard S LLC
(a) As of the close of business on January 13, 2020, Starboard S LLC beneficially owned 496,497 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 496,497
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 496,497
4. Shared power to dispose or direct the disposition: 0

 

(c) The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
C. Starboard C LP
(a) As of the close of business on January 13, 2020, Starboard C LP beneficially owned 287,969 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 287,969
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 287,969
4. Shared power to dispose or direct the disposition: 0

 

(c) The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
19

CUSIP No. 589889104

D. Starboard R LP
(a) Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 287,969 Shares owned by Starboard C LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 287,969
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 287,969
4. Shared power to dispose or direct the disposition: 0

 

(c) Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
E. Starboard R GP
(a) Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 287,969 shares owned by Starboard C LP and (ii) 276,758 Shares owned by Starboard L Master.

Percentage: Approximately 1.0%

(b) 1. Sole power to vote or direct vote: 564,727
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 564,727
4. Shared power to dispose or direct the disposition: 0

 

(c) Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard C LP and Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
F. Starboard L Master
(a) As of the close of business on January 13, 2020, Starboard L Master beneficially owned 276,758 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 276,758
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 276,758
4. Shared power to dispose or direct the disposition: 0

 

(c) The transactions in the Shares by Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
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CUSIP No. 589889104

G. Starboard L GP
(a) Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 276,758 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 276,758
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 276,758
4. Shared power to dispose or direct the disposition: 0

 

(c) Starboard L GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
H. Starboard Value LP
(a)

As of the close of business on January 13, 2020, 854,527 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 3,049,249 Shares owned by Starboard V&O Fund, (ii) 496,497 Shares owned by Starboard S LLC, (iii) 287,969 Shares owned by Starboard C LP, (iv) 276,758 Shares owned by Starboard L Master, and (v) 854,527 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b) 1. Sole power to vote or direct vote: 4,965,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,965,000
4. Shared power to dispose or direct the disposition: 0

 

(c) The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I. Starboard Value GP
(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 3,049,249 Shares owned by Starboard V&O Fund, (ii) 496,497 Shares owned by Starboard S LLC, (iii) 287,969 Shares owned by Starboard C LP, (iv) 276,758 Shares owned by Starboard L Master, and (v) 854,527 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b) 1. Sole power to vote or direct vote: 4,965,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,965,000
4. Shared power to dispose or direct the disposition: 0

 

(c) Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
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CUSIP No. 589889104

J. Principal Co
(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 3,049,249 Shares owned by Starboard V&O Fund, (ii) 496,497 Shares owned by Starboard S LLC, (iii) 287,969 Shares owned by Starboard C LP, (iv) 276,758 Shares owned by Starboard L Master, and (v) 854,527 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b) 1. Sole power to vote or direct vote: 4,965,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,965,000
4. Shared power to dispose or direct the disposition: 0

 

(c) Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
K. Principal GP
(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 3,049,249 Shares owned by Starboard V&O Fund, (ii) 496,497 Shares owned by Starboard S LLC, (iii) 287,969 Shares owned by Starboard C LP, (iv) 276,758 Shares owned by Starboard L Master, and (v) 854,527 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b) 1. Sole power to vote or direct vote: 4,965,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,965,000
4. Shared power to dispose or direct the disposition: 0

 

(c) Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
L. Messrs. Smith and Feld
(a)

Each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 3,049,249 Shares owned by Starboard V&O Fund, (ii) 496,497 Shares owned by Starboard S LLC, (iii) 287,969 Shares owned by Starboard C LP, (iv) 276,758 Shares owned by Starboard L Master, and (v) 854,527 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,965,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,965,000

 

(c) None of Messrs. Smith or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
22

CUSIP No. 589889104

M. Ms. DiCicco
(a) As of the close of business on January 13, 2020, Ms. DiCicco beneficially owned 3,000 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 3,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,000
4. Shared power to dispose or direct the disposition: 0

 

(c) The transactions in the Shares by Ms. DiCicco during the past sixty days are set forth in Schedule B and are incorporated by reference.

As of the close of business on January 13, 2020, the Reporting Persons collectively beneficially owned an aggregate of 4,968,000 Shares, constituting approximately 9.0% of the Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. 

On January 9, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.
99.1 Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Peter A. Feld, and Wendy DiCicco, dated January 9, 2020.
99.2 Power of Attorney for Jeffrey C. Smith and Peter A. Feld, dated June 5, 2019.

 

23

CUSIP No. 589889104

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 13, 2020

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

Starboard Value and Opportunity S LLC

By: Starboard Value LP,

its manager

 

Starboard Value and Opportunity C LP

By: Starboard Value R LP,

its general partner

 

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

 

Starboard Value and Opportunity Master Fund L LP

By: Starboard Value L LP,

its general partner

 

 

 

Starboard Value L LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

Starboard Value R GP LLC

 

 
 
By:

/s/ Jeffrey C. Smith

  Name: Jeffrey C. Smith
  Title: Authorized Signatory

 

 
 

/s/ Jeffrey C. Smith

Jeffrey C. Smith
Individually and as attorney-in-fact for Peter A. Feld

 

/s/ Wendy F. DiCicco

Wendy F. DiCicco

 

24

CUSIP No. 589889104

 

 

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd

Name and Position Principal Occupation Principal Business Address Citizenship
       
Patrick Agemian
Director 		Director of Global Funds Management, Ltd.

PO Box 10034, Harbour Place

2nd Floor

103 South Church Street

Grand Cayman

Cayman Islands, KY1-1001

Canada
       

Kenneth R. Marlin

Director

Chief Financial Officer, Starboard Value LP

777 Third Avenue, 18th Floor

New York, New York 10017

United States of America
       

Don Seymour

Director

Managing Director of dms Governance

dms Governance

dms House, 20 Genesis Close

P.O. Box 31910

Grand Cayman

Cayman Islands, KY1-1208

 

Cayman Islands

 

 

CUSIP No. 589889104

SCHEDULE B

Transactions in the Shares During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

 

Purchase of Common Stock 12,340 25.8748 11/13/2019
Purchase of Common Stock 12,340 25.8748 11/13/2019
Purchase of Common Stock 9,669 26.2033 11/14/2019
Purchase of Common Stock 9,669 26.2033 11/14/2019
Purchase of Common Stock 10,798 26.2407 11/14/2019
Purchase of Common Stock 10,797 26.2407 11/14/2019
Purchase of Common Stock 1,257 26.4383 11/15/2019
Purchase of Common Stock 1,257 26.4383 11/15/2019
Purchase of Common Stock 72,497 26.4361 11/15/2019
Purchase of Common Stock 72,498 26.4361 11/15/2019
Purchase of Common Stock 9,364 26.3232 11/18/2019
Purchase of Common Stock 9,364 26.3232 11/18/2019
Purchase of Common Stock 5,444 26.4599 11/18/2019
Purchase of Common Stock 5,444 26.4599 11/18/2019
Purchase of Common Stock 20,957 26.4909 11/18/2019
Purchase of Common Stock 20,957 26.4909 11/18/2019
Purchase of Common Stock 25,719 26.4688 11/18/2019
Purchase of Common Stock 25,719 26.4688 11/18/2019
Purchase of Common Stock 15,425 26.6156 11/19/2019
Purchase of Common Stock 15,425 26.6156 11/19/2019
Purchase of Common Stock 968 26.5999 11/20/2019
Purchase of Common Stock 968 26.5999 11/20/2019
Purchase of Common Stock 10,610 26.8611 11/20/2019
Purchase of Common Stock 10,610 26.8611 11/20/2019
Purchase of Common Stock 13,460 27.0175 11/20/2019
Purchase of Common Stock 13,460 27.0175 11/20/2019
Purchase of Common Stock 13,078 26.6553 11/21/2019
Purchase of Common Stock 13,078 26.6553 11/21/2019
Purchase of Common Stock 29,863 26.7085 11/21/2019
Purchase of Common Stock 29,863 26.7085 11/21/2019
Purchase of Common Stock 1,543 27.140 11/22/2019
Purchase of Common Stock 1,542 27.140 11/22/2019
Purchase of Common Stock 4,735 26.9452 11/22/2019
Purchase of Common Stock 4,735 26.9452 11/22/2019
Purchase of Common Stock 10,489 27.0927 11/22/2019
Purchase of Common Stock 10,489 27.0927 11/22/2019
Sale of Common Stock (46,275) 27.9775 12/02/2019
Sale of Common Stock (46,275) 27.9775 12/02/2019
Purchase of Forward Contract 92,550 28.0019 12/02/2019
Sale of Common Stock (46,275) 27.9291 12/03/2019
Sale of Common Stock (46,275) 27.9291 12/03/2019

 

 

CUSIP No. 589889104

Purchase of Forward Contract 92,550 27.9504 12/03/2019
Purchase of Common Stock 30,750 28.4361 12/04/2019
Purchase of Common Stock 30,750 28.4361 12/04/2019
Sale of Common Stock (46,275) 28.2430 12/04/2019
Sale of Common Stock (46,275) 28.2430 12/04/2019
Purchase of Forward Contract 92,550 28.2542 12/04/2019
Purchase of Common Stock 46,125 28.3251 12/04/2019
Purchase of Common Stock 46,125 28.3251 12/04/2019
Sale of Common Stock (30,827) 28.1803 12/05/2019
Sale of Common Stock (30,827) 28.1803 12/05/2019
Purchase of Forward Contract 61,654 28.2202 12/05/2019
Sale of Common Stock (46,241) 29.2829 12/06/2019
Sale of Common Stock (46,240) 29.2829 12/06/2019
Purchase of Forward Contract 92,481 29.3193 12/06/2019
Sale of Common Stock (46,241) 29.2562 12/09/2019
Sale of Common Stock (46,240) 29.2562 12/09/2019
Purchase of Forward Contract 92,481 29.2906 12/09/2019
Purchase of Forward Contract 123,000 29.3921 12/09/2019
Purchase of Common Stock 1,845 29.2277 12/10/2019
Purchase of Common Stock 1,845 29.2277 12/10/2019
Sale of Common Stock (92,481) 28.9923 12/10/2019
Purchase of Forward Contract 92,481 29.0301 12/10/2019
Purchase of Common Stock 46,125 29.0339 12/10/2019
Purchase of Common Stock 46,125 29.0339 12/10/2019
Purchase of Forward Contract 24,600 29.8314 12/11/2019
Sale of Common Stock (36,162) 29.9436 12/11/2019
Sale of Common Stock (56,267) 29.9436 12/11/2019
Purchase of Forward Contract 92,429 29.9894 12/11/2019
Purchase of Common Stock 19,988 29.8189 12/12/2019
Purchase of Common Stock 19,987 29.8189 12/12/2019
Sale of Common Stock (86,267) 29.9211 12/12/2019
Purchase of Forward Contract 86,267 29.9373 12/12/2019
Sale of Common Stock (86,244) 29.7719 12/13/2019
Purchase of Forward Contract 86,244 29.7963 12/13/2019
Purchase of Common Stock 13,838 29.7463 12/13/2019
Purchase of Common Stock 13,837 29.7463 12/13/2019
Purchase of Common Stock 7,516 30.1213 12/16/2019
Purchase of Common Stock 7,516 30.1213 12/16/2019
Purchase of Common Stock 4,038 30.1751 12/16/2019

 

 

CUSIP No. 589889104

Purchase of Common Stock 4,038 30.1751 12/16/2019
Purchase of Common Stock 953 30.0495 12/17/2019
Purchase of Common Stock 953 30.0495 12/17/2019
Purchase of Common Stock 7,803 30.2701 12/17/2019
Purchase of Common Stock 7,802 30.2701 12/17/2019
Purchase of Forward Contract 2,829 30.8905 12/18/2019
Purchase of Common Stock 16,913 30.9419 12/18/2019
Purchase of Common Stock 16,912 30.9419 12/18/2019
Purchase of Common Stock 13,383 30.9553 12/18/2019
Purchase of Common Stock 13,383 30.9553 12/18/2019
Purchase of Common Stock 18,389 31.4660 12/19/2019
Purchase of Common Stock 18,389 31.4660 12/19/2019
Sale of Common Stock (36,015) 31.3531 12/19/2019
Sale of Common Stock (56,328) 31.3531 12/19/2019
Purchase of Forward Contract 92,343 31.3798 12/19/2019
Purchase of Common Stock 6,821 31.6359 12/19/2019
Purchase of Common Stock 6,821 31.6359 12/19/2019
Purchase of Common Stock 2,563 31.0823 12/20/2019
Purchase of Common Stock 2,563 31.0823 12/20/2019
Purchase of Common Stock 17,796 31.3737 12/20/2019
Purchase of Common Stock 17,796 31.3737 12/20/2019
Sale of Common Stock (37,791) 31.4320 12/20/2019
Sale of Common Stock (54,536) 31.4320 12/20/2019
Purchase of Forward Contract 92,327 31.4515 12/20/2019
Sale of Common Stock (39,233) 32.1408 12/23/2019
Sale of Common Stock (53,081) 32.1408 12/23/2019
Purchase of Forward Contract 92,314 32.1604 12/23/2019
Purchase of Forward Contract 46,125 32.0019 12/23/2019
Sale of Common Stock (8,569) 31.8485 12/24/2019
Sale of Common Stock (11,594) 31.8485 12/24/2019
Purchase of Forward Contract 20,163 31.8715 12/24/2019
Purchase of Forward Contract 41,597 31.8388 12/24/2019
Sale of Common Stock (26,155) 31.1859 12/26/2019
Sale of Common Stock (35,387) 31.1859 12/26/2019
Purchase of Forward Contract 61,542 31.2125 12/26/2019
Purchase of Forward Contract 123,000 31.2258 12/26/2019
Sale of Common Stock (26,155) 30.6803 12/30/2019
Sale of Common Stock (35,387) 30.6803 12/30/2019
Purchase of Forward Contract 61,542 30.6993 12/30/2019
Purchase of Common Stock 1,000 30.7475 01/02/2020

 

 

CUSIP No. 589889104

Purchase of Common Stock 5,217 31.3000 01/02/2020
Purchase of Common Stock 18,193 30.8500 01/02/2020
Purchase of Common Stock 1,530 31.2762 01/03/2020
Purchase of Common Stock 1,530 31.2762 01/03/2020
Purchase of Common Stock 5,434 31.5506 01/03/2020
Purchase of Common Stock 5,434 31.5506 01/03/2020
Purchase of Common Stock 38,250 32.3174 01/03/2020
Purchase of Common Stock 38,250 32.3174 01/03/2020
Purchase of Common Stock 5,500 32.8588 01/06/2020
Purchase of Common Stock 5,500 32.8588 01/06/2020
Purchase of Common Stock 9,459 33.2343 01/06/2020
Purchase of Common Stock 9,459 33.2343 01/06/2020
Purchase of Common Stock 15,279 33.0412 01/06/2020
Purchase of Common Stock 15,279 33.0412 01/06/2020
Purchase of Common Stock 44,370 32.9261 01/06/2020
Purchase of Common Stock 44,370 32.9261 01/06/2020
Purchase of Common Stock 6,120 33.0961 01/07/2020
Purchase of Common Stock 6,120 33.0961 01/07/2020
Purchase of Common Stock 53,686 33.0550 01/07/2020
Purchase of Common Stock 53,686 33.0550 01/07/2020
Purchase of Common Stock 31,244 33.0388 01/07/2020
Purchase of Common Stock 31,244 33.0388 01/07/2020
Purchase of Common Stock 76,500 32.9847 01/07/2020
Purchase of Common Stock 76,500 32.9847 01/07/2020
Purchase of Common Stock 3,672 33.0379 01/08/2020
Purchase of Common Stock 3,672 33.0379 01/08/2020
Purchase of Common Stock 23,685 33.5787 01/08/2020
Purchase of Common Stock 23,685 33.5787 01/08/2020
Sale of Common Stock (1,000) 33.5787 01/09/2020
Purchase of Common Stock 1,000 33.5787 01/09/2020
Purchase of Common Stock 563 33.8554 01/09/2020
Purchase of Common Stock 563 33.8554 01/09/2020
Purchase of Common Stock 12,188 33.6723 01/09/2020
Purchase of Common Stock 12,188 33.6723 01/09/2020
Purchase of Common Stock 62,730 33.8719 01/09/2020
Purchase of Common Stock 62,730 33.8719 01/09/2020
Purchase of Common Stock 2,662 33.9266 01/09/2020
Purchase of Common Stock 2,662 33.9266 01/09/2020
Purchase of Common Stock 61,200 34.5726 01/10/2020
Purchase of Common Stock 61,200 34.5726 01/10/2020
Purchase of Common Stock 1,806 34.1850 01/10/2020
Purchase of Common Stock 1,805 34.1850 01/10/2020
Purchase of Common Stock 4,560 33.8893 01/10/2020
Purchase of Common Stock 4,560 33.8893 01/10/2020
Purchase of Common Stock 26,133 34.0269 01/10/2020
Purchase of Common Stock 26,132 34.0269 01/10/2020
Exercise of Forward Contract 1,663,069 30.0515 01/10/2020
Purchase of Common Stock 91,799 34.4730 01/13/2020
Purchase of Common Stock 91,800 34.4730 01/13/2020
Purchase of Common Stock 15,300 34.1204 01/13/2020
Purchase of Common Stock 15,300 34.1204 01/13/2020
Purchase of Common Stock 64,321 34.1112 01/13/2020
Purchase of Common Stock 64,321 34.1112 01/13/2020
Purchase of Common Stock 22,894 34.4115 01/13/2020
Purchase of Common Stock 22,895 34.4115 01/13/2020

  

 

CUSIP No. 589889104

Starboard Value and Opportunity S LLC

 

Purchase of Common Stock 4,000 25.8748 11/13/2019
Purchase of Common Stock 3,134 26.2033 11/14/2019
Purchase of Common Stock 3,500 26.2407 11/14/2019
Purchase of Common Stock 407 26.4383 11/15/2019
Purchase of Common Stock 23,500 26.4361 11/15/2019
Purchase of Common Stock 3,035 26.3232 11/18/2019
Purchase of Common Stock 1,765 26.4599 11/18/2019
Purchase of Common Stock 6,793 26.4909 11/18/2019
Purchase of Common Stock 8,337 26.4688 11/18/2019
Purchase of Common Stock 5,000 26.6156 11/19/2019
Purchase of Common Stock 314 26.5999 11/20/2019
Purchase of Common Stock 3,439 26.8611 11/20/2019
Purchase of Common Stock 4,363 27.0175 11/20/2019
Purchase of Common Stock 4,239 26.6553 11/21/2019
Purchase of Common Stock 9,680 26.7085 11/21/2019
Purchase of Common Stock 500 27.1400 11/22/2019
Purchase of Common Stock 1,535 26.9452 11/22/2019
Purchase of Common Stock 3,400 27.0927 11/22/2019
Sale of Common Stock (15,000) 27.9775 12/02/2019
Purchase of Forward Contract 15,000 28.0019 12/02/2019
Sale of Common Stock (15,000) 27.9291 12/03/2019
Purchase of Forward Contract 15,000 27.9504 12/03/2019
Purchase of Common Stock 10,000 28.4361 12/04/2019
Sale of Common Stock (15,000) 28.2430 12/04/2019
Purchase of Forward Contract 15,000 28.2542 12/04/2019
Purchase of Common Stock 15,000 28.3251 12/04/2019
Sale of Common Stock (10,000) 28.1803 12/05/2019
Purchase of Forward Contract 10,000 28.2202 12/05/2019
Sale of Common Stock (15,000) 29.2829 12/06/2019
Purchase of Forward Contract 15,000 29.3193 12/06/2019
Sale of Common Stock (15,000) 29.2562 12/09/2019
Purchase of Forward Contract 15,000 29.2906 12/09/2019
Purchase of Forward Contract 20,000 29.3921 12/09/2019
Purchase of Common Stock 600 29.2277 12/10/2019
Sale of Common Stock (15,000) 28.9923 12/10/2019
Purchase of Forward Contract 15,000 29.0301 12/10/2019
Purchase of Common Stock 15,000 29.0339 12/10/2019
Purchase of Forward Contract 4,000 29.8314 12/11/2019
Sale of Common Stock (15,000) 29.9436 12/11/2019
Purchase of Forward Contract 15,000 29.9894 12/11/2019

 

 

CUSIP No. 589889104

Purchase of Common Stock 6,500 29.8189 12/12/2019
Sale of Common Stock (13,999) 29.9211 12/12/2019
Purchase of Forward Contract 13,999 29.9373 12/12/2019
Sale of Common Stock (14,000) 29.7719 12/13/2019
Purchase of Forward Contract 14,000 29.7963 12/13/2019
Purchase of Common Stock 4,500 29.7463 12/13/2019
Purchase of Common Stock 2,444 30.1213 12/16/2019
Purchase of Common Stock 1,313 30.1751 12/16/2019
Purchase of Common Stock 310 30.0495 12/17/2019
Purchase of Common Stock 2,537 30.2701 12/17/2019
Purchase of Forward Contract 460 30.8905 12/18/2019
Purchase of Common Stock 5,500 30.9419 12/18/2019
Purchase of Common Stock 4,352 30.9553 12/18/2019
Purchase of Common Stock 5,980 31.4660 12/19/2019
Sale of Common Stock (15,000) 31.3531 12/19/2019
Purchase of Forward Contract 15,000 31.3798 12/19/2019
Purchase of Common Stock 2,218 31.6359 12/19/2019
Purchase of Common Stock 834 31.0823 12/20/2019
Purchase of Common Stock 5,787 31.3737 12/20/2019
Sale of Common Stock (15,000) 31.4320 12/20/2019
Purchase of Forward Contract 15,000 31.4515 12/20/2019
Sale of Common Stock (14,999) 32.1408 12/23/2019
Purchase of Forward Contract 14,999 32.1604 12/23/2019
Purchase of Forward Contract 7,500 32.0019 12/23/2019
Sale of Common Stock (3,276) 31.8485 12/24/2019
Purchase of Forward Contract 3,276 31.8715 12/24/2019
Purchase of Forward Contract 6,764 31.8388 12/24/2019
Sale of Common Stock (10,000) 31.1859 12/26/2019
Purchase of Forward Contract 10,000 31.2125 12/26/2019
Purchase of Forward Contract 20,000 31.2258 12/26/2019
Sale of Common Stock (10,000) 30.6803 12/30/2019
Purchase of Forward Contract 10,000 30.6993 12/30/2019
Purchase of Common Stock 889 31.3000 01/02/2020
Purchase of Common Stock 3,099 30.8500 01/02/2020
Purchase of Common Stock 500 31.2762 01/03/2020
Purchase of Common Stock 1,776 31.5506 01/03/2020
Purchase of Common Stock 12,500 32.3174 01/03/2020
Purchase of Common Stock 1,797 32.8588 01/06/2020

 

 

CUSIP No. 589889104

Purchase of Common Stock 3,091 33.2343 01/06/2020
Purchase of Common Stock 4,993 33.0412 01/06/2020
Purchase of Common Stock 14,500 32.9261 01/06/2020
Purchase of Common Stock 2,000 33.0961 01/07/2020
Purchase of Common Stock 17,545 33.0550 01/07/2020
Purchase of Common Stock 10,210 33.0388 01/07/2020
Purchase of Common Stock 25,000 32.9847 01/07/2020
Purchase of Common Stock 1,200 33.0379 01/08/2020
Purchase of Common Stock 7,740 33.5787 01/08/2020
Purchase of Common Stock 184 33.8554 01/09/2020
Purchase of Common Stock 3,983 33.6723 01/09/2020
Purchase of Common Stock 20,500 33.8719 01/09/2020
Purchase of Common Stock 870 33.9266 01/09/2020
Purchase of Common Stock 20,000 34.5726 01/10/2020
Purchase of Common Stock 590 34.1850 01/10/2020
Purchase of Common Stock 1,490 33.8893 01/10/2020
Purchase of Common Stock 8,540 34.0269 01/10/2020
Exercise of Forward Contract 269,998 30.0527 01/10/2020

Purchase of Common Stock 30,000 34.4730 01/13/2020
Purchase of Common Stock 5,000 34.1204 01/13/2020
Purchase of Common Stock 21,020 34.1112 01/13/2020
Purchase of Common Stock 7,482 34.4115 01/13/2020

  

Starboard Value and Opportunity C LP

 

Purchase of Common Stock 2,320 25.8748 11/13/2019
Purchase of Common Stock 1,818 26.2033 11/14/2019
Purchase of Common Stock 2,030 26.2407 11/14/2019
Purchase of Common Stock 236 26.4383 11/15/2019
Purchase of Common Stock 13,630 26.4361 11/15/2019
Purchase of Common Stock 1,760 26.3232 11/18/2019
Purchase of Common Stock 1,024 26.4599 11/18/2019
Purchase of Common Stock 3,940 26.4909 11/18/2019
Purchase of Common Stock 4,835 26.4688 11/18/2019
Purchase of Common Stock 2,900 26.6156 11/19/2019
Purchase of Common Stock 182 26.5999 11/20/2019
Purchase of Common Stock 1,995 26.8611 11/20/2019
Purchase of Common Stock 2,530 27.0175 11/20/2019
Purchase of Common Stock 2,459 26.6553 11/21/2019
Purchase of Common Stock 5,614 26.7085 11/21/2019
Purchase of Common Stock 290 27.1400 11/22/2019
Purchase of Common Stock 890 26.9452 11/22/2019
Purchase of Common Stock 1,972 27.0927 11/22/2019
Sale of Common Stock (8,700) 27.9775 12/02/2019
Purchase of Forward Contract 8,700 28.0019 12/02/2019
Sale of Common Stock (8,700) 27.9291 12/03/2019
Purchase of Forward Contract 8,700 27.9504 12/03/2019
Purchase of Common Stock 5,800 28.4361 12/04/2019
Sale of Common Stock (8,700) 28.2430 12/04/2019
Purchase of Forward Contract 8,700 28.2542 12/04/2019

 

 

CUSIP No. 589889104

Purchase of Common Stock 8,700 28.3251 12/04/2019
Sale of Common Stock (5,800) 28.1803 12/05/2019
Purchase of Forward Contract 5,800 28.2202 12/05/2019
Sale of Common Stock (8,700) 29.2829 12/06/2019
Purchase of Forward Contract 8,700 29.3193 12/06/2019
Sale of Common Stock (8,700) 29.2562 12/09/2019
Purchase of Forward Contract 8,700 29.2906 12/09/2019
Purchase of Forward Contract 11,600 29.3921 12/09/2019
Purchase of Common Stock 348 29.2277 12/10/2019
Sale of Common Stock (8,700) 28.9923 12/10/2019
Purchase of Forward Contract 8,700 29.0301 12/10/2019
Purchase of Common Stock 8,700 29.0339 12/10/2019
Purchase of Forward Contract 2,320 29.8314 12/11/2019
Sale of Common Stock (8,700) 29.9436 12/11/2019
Purchase of Forward Contract 8,700 29.9894 12/11/2019
Purchase of Common Stock 3,770 29.8189 12/12/2019
Sale of Common Stock (8,120) 29.9211 12/12/2019
Purchase of Forward Contract 8,120 29.9373 12/12/2019
Sale of Common Stock (8,120) 29.7719 12/13/2019
Purchase of Forward Contract 8,120 29.7963 12/13/2019
Purchase of Common Stock 2,610 29.7463 12/13/2019
Purchase of Common Stock 1,417 30.1213 12/16/2019
Purchase of Common Stock 762 30.1751 12/16/2019
Purchase of Common Stock 180 30.0495 12/17/2019
Purchase of Common Stock 1,472 30.2701 12/17/2019
Purchase of Forward Contract 267 30.8905 12/18/2019
Purchase of Common Stock 3,190 30.9419 12/18/2019
Purchase of Common Stock 2,524 30.9553 12/18/2019
Purchase of Common Stock 3,468 31.4660 12/19/2019
Sale of Common Stock (8,700) 31.3531 12/19/2019
Purchase of Forward Contract 8,700 31.3798 12/19/2019
Purchase of Common Stock 1,286 31.6359 12/19/2019
Purchase of Common Stock 484 31.0823 12/20/2019
Purchase of Common Stock 3,357 31.3737 12/20/2019
Sale of Common Stock (8,699) 31.4320 12/20/2019
Purchase of Forward Contract 8,699 31.4515 12/20/2019
Sale of Common Stock (8,700) 32.1408 12/23/2019
Purchase of Forward Contract 8,700 32.1604 12/23/2019

 

 

CUSIP No. 589889104

Purchase of Forward Contract 4,350 32.0019 12/23/2019
Sale of Common Stock (1,900) 31.8485 12/24/2019
Purchase of Forward Contract 1,900 31.8715 12/24/2019
Purchase of Forward Contract 3,923 31.8388 12/24/2019
Sale of Common Stock (5,800) 31.1859 12/26/2019
Purchase of Forward Contract 5,800 31.2125 12/26/2019
Purchase of Forward Contract 11,600 31.2258 12/26/2019
Sale of Common Stock (5,800) 30.6803 12/30/2019
Purchase of Forward Contract 5,800 30.6993 12/30/2019
Purchase of Common Stock 515 31.3000 01/02/2020
Purchase of Common Stock 1,798 30.8500 01/02/2020
Purchase of Common Stock 290 31.2762 01/03/2020
Purchase of Common Stock 1,030 31.5506 01/03/2020
Purchase of Common Stock 7,250 32.3174 01/03/2020
Purchase of Common Stock 1,043 32.8588 01/06/2020
Purchase of Common Stock 1,793 33.2343 01/06/2020
Purchase of Common Stock 2,896 33.0412 01/06/2020
Purchase of Common Stock 8,410 32.9261 01/06/2020
Purchase of Common Stock 1,160 33.0961 01/07/2020
Purchase of Common Stock 10,176 33.0550 01/07/2020
Purchase of Common Stock 5,922 33.0388 01/07/2020
Purchase of Common Stock 14,500 32.9847 01/07/2020
Purchase of Common Stock 696 33.0379 01/08/2020
Purchase of Common Stock 4,489 33.5787 01/08/2020
Purchase of Common Stock 106 33.8554 01/09/2020
Purchase of Common Stock 2,310 33.6723 01/09/2020
Purchase of Common Stock 11,890 33.8719 01/09/2020
Purchase of Common Stock 505 33.9266 01/09/2020
Purchase of Common Stock 11,600 34.5726 01/10/2020
Purchase of Common Stock 342 34.1850 01/10/2020
Purchase of Common Stock 864 33.8893 01/10/2020
Purchase of Common Stock 4,953 34.0269 01/10/2020
Exercise of Forward Contract 156,599 30.0527 01/10/2020

Purchase of Common Stock 17,400 34.4730 01/13/2020
Purchase of Common Stock 2,900 34.1204 01/13/2020
Purchase of Common Stock 12,192 34.1112 01/13/2020
Purchase of Common Stock 4,340 34.4115 01/13/2020

  

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Purchase of Common Stock 2,200 25.8748 11/13/2019
Purchase of Common Stock 1,724 26.2033 11/14/2019
Purchase of Common Stock 1,925 26.2407 11/14/2019
Purchase of Common Stock 224 26.4383 11/15/2019
Purchase of Common Stock 12,925 26.4361 11/15/2019
Purchase of Common Stock 1,669 26.3232 11/18/2019
Purchase of Common Stock 971 26.4599 11/18/2019

 

 

CUSIP No. 589889104

Purchase of Common Stock 3,736 26.4909 11/18/2019
Purchase of Common Stock 4,585 26.4688 11/18/2019
Purchase of Common Stock 2,750 26.6156 11/19/2019
Purchase of Common Stock 173 26.5999 11/20/2019
Purchase of Common Stock 1,891 26.8611 11/20/2019
Purchase of Common Stock 2,400 27.0175 11/20/2019
Purchase of Common Stock 2,332 26.6553 11/21/2019
Purchase of Common Stock 5,324 26.7085 11/21/2019
Purchase of Common Stock 275 27.1400 11/22/2019
Purchase of Common Stock 844 26.9452 11/22/2019
Purchase of Common Stock 1,870 27.0927 11/22/2019
Sale of Common Stock (8,250) 27.9775 12/02/2019
Purchase of Forward Contract 8,250 28.0019 12/02/2019
Sale of Common Stock (8,250) 27.9291 12/03/2019
Purchase of Forward Contract 8,250 27.9504 12/03/2019
Purchase of Common Stock 5,600 28.4361 12/04/2019
Sale of Common Stock (8,250) 28.2430 12/04/2019
Purchase of Forward Contract 8,250 28.2542 12/04/2019
Purchase of Common Stock 8,400 28.3251 12/04/2019
Sale of Common Stock (5,523) 28.1803 12/05/2019
Purchase of Forward Contract 5,523 28.2202 12/05/2019
Sale of Common Stock (8,284) 29.2829 12/06/2019
Purchase of Forward Contract 8,284 29.3193 12/06/2019
Sale of Common Stock (8,285) 29.2562 12/09/2019
Purchase of Forward Contract 8,285 29.2906 12/09/2019
Purchase of Forward Contract 11,200 29.3921 12/09/2019
Purchase of Common Stock 336 29.2277 12/10/2019
Sale of Common Stock (8,284) 28.9923 12/10/2019
Purchase of Forward Contract 8,284 29.0301 12/10/2019
Purchase of Common Stock 8,400 29.0339 12/10/2019
Purchase of Forward Contract 2,240 29.8314 12/11/2019
Sale of Common Stock (8,311) 29.9436 12/11/2019
Purchase of Forward Contract 8,311 29.9894 12/11/2019
Purchase of Common Stock 3,640 29.8189 12/12/2019
Sale of Common Stock (7,757) 29.9211 12/12/2019
Purchase of Forward Contract 7,757 29.9373 12/12/2019
Sale of Common Stock (7,768) 29.7719 12/13/2019
Purchase of Forward Contract 7,768 29.7963 12/13/2019
Purchase of Common Stock 2,520 29.7463 12/13/2019

 

 

CUSIP No. 589889104

Purchase of Common Stock 1,369 30.1213 12/16/2019
Purchase of Common Stock 736 30.1751 12/16/2019
Purchase of Common Stock 174 30.0495 12/17/2019
Purchase of Common Stock 1,421 30.2701 12/17/2019
Purchase of Forward Contract 257 30.8905 12/18/2019
Purchase of Common Stock 3,080 30.9419 12/18/2019
Purchase of Common Stock 2,438 30.9553 12/18/2019
Purchase of Common Stock 3,349 31.4660 12/19/2019
Sale of Common Stock (8,354) 31.3531 12/19/2019
Purchase of Forward Contract 8,354 31.3798 12/19/2019
Purchase of Common Stock 1,242 31.6359 12/19/2019
Purchase of Common Stock 467 31.0823 12/20/2019
Purchase of Common Stock 3,241 31.3737 12/20/2019
Sale of Common Stock (8,362) 31.432 12/20/2019
Purchase of Forward Contract 8,362 31.4515 12/20/2019
Sale of Common Stock (8,369) 32.1408 12/23/2019
Purchase of Forward Contract 8,369 32.1604 12/23/2019
Purchase of Forward Contract 4,200 32.0019 12/23/2019
Sale of Common Stock (1,828) 31.8485 12/24/2019
Purchase of Forward Contract 1,828 31.8715 12/24/2019
Purchase of Forward Contract 3,787 31.8388 12/24/2019
Sale of Common Stock (5,579) 31.1859 12/26/2019
Purchase of Forward Contract 5,579 31.2125 12/26/2019
Purchase of Forward Contract 11,200 31.2258 12/26/2019
Sale of Common Stock (5,579) 30.6803 12/30/2019
Purchase of Forward Contract 5,579 30.6993 12/30/2019
Purchase of Common Stock 498 31.3000 01/02/2020
Purchase of Common Stock 1,736 30.8500 01/02/2020
Purchase of Common Stock 280 31.2762 01/03/2020
Purchase of Common Stock 994 31.5506 01/03/2020
Purchase of Common Stock 7,000 32.3174 01/03/2020
Purchase of Common Stock 1,007 32.8588 01/06/2020
Purchase of Common Stock 1,731 33.2343 01/06/2020
Purchase of Common Stock 2,796 33.0412 01/06/2020
Purchase of Common Stock 8,120 32.9261 01/06/2020
Purchase of Common Stock 1,120 33.0961 01/07/2020
Purchase of Common Stock 9,825 33.0550 01/07/2020
Purchase of Common Stock 5,718 33.0388 01/07/2020
Purchase of Common Stock 14,000 32.9847 01/07/2020
Purchase of Common Stock 672 33.0379 01/08/2020

 

 

CUSIP No. 589889104

Purchase of Common Stock 4,335 33.5787 01/08/2020
Purchase of Common Stock 103 33.8554 01/09/2020
Purchase of Common Stock 2,231 33.6723 01/09/2020
Purchase of Common Stock 11,480 33.8719 01/09/2020
Purchase of Common Stock 487 33.9266 01/09/2020
Purchase of Common Stock 11,200 34.5726 01/10/2020
Purchase of Common Stock 330 34.1850 01/10/2020
Purchase of Common Stock 834 33.8893 01/10/2020
Purchase of Common Stock 4,782 34.0269 01/10/2020
Exercise of Forward Contract 149,917 30.0596 01/10/2020

Purchase of Common Stock 16,801 34.4730 01/13/2020
Purchase of Common Stock 2,800 34.1204 01/13/2020
Purchase of Common Stock 11,772 34.1112 01/13/2020
Purchase of Common Stock 4,189 34.4115 01/13/2020

  

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Purchase of Common Stock 6,800 25.8748 11/13/2019
Purchase of Common Stock 5,328 26.2033 11/14/2019
Purchase of Common Stock 5,950 26.2407 11/14/2019
Purchase of Common Stock 693 26.4383 11/15/2019
Purchase of Common Stock 39,950 26.4361 11/15/2019
Purchase of Common Stock 5,160 26.3232 11/18/2019
Purchase of Common Stock 3,000 26.4599 11/18/2019
Purchase of Common Stock 11,549 26.4909 11/18/2019
Purchase of Common Stock 14,172 26.4688 11/18/2019
Purchase of Common Stock 8,500 26.6156 11/19/2019
Purchase of Common Stock 534 26.5999 11/20/2019
Purchase of Common Stock 5,847 26.8611 11/20/2019
Purchase of Common Stock 7,417 27.0175 11/20/2019
Purchase of Common Stock 7,206 26.6553 11/21/2019
Purchase of Common Stock 16,456 26.7085 11/21/2019
Purchase of Common Stock 850 27.1400 11/22/2019
Purchase of Common Stock 2,609 26.9452 11/22/2019
Purchase of Common Stock 5,780 27.0927 11/22/2019
Sale of Common Stock (25,500) 27.9775 12/02/2019
Purchase of Forward Contract 25,500 28.0019 12/02/2019
Sale of Common Stock (25,500) 27.9291 12/03/2019
Purchase of Forward Contract 25,500 27.9504 12/03/2019
Purchase of Common Stock 17,100 28.4361 12/04/2019
Sale of Common Stock (25,500) 28.2430 12/04/2019
Purchase of Forward Contract 25,500 28.2542 12/04/2019
Purchase of Common Stock 25,650 28.3251 12/04/2019
Sale of Common Stock (17,023) 28.1803 12/05/2019
Purchase of Forward Contract 17,023 28.2202 12/05/2019
Sale of Common Stock (25,535) 29.2829 12/06/2019
Purchase of Forward Contract 25,535 29.3193 12/06/2019
Sale of Common Stock (25,534) 29.2562 12/09/2019

 

 

CUSIP No. 589889104

Purchase of Forward Contract 25,534 29.2906 12/09/2019
Purchase of Forward Contract 34,200 29.3921 12/09/2019
Purchase of Common Stock 1,026 29.2277 12/10/2019
Sale of Common Stock (25,535) 28.9923 12/10/2019
Purchase of Forward Contract 25,535 29.0301 12/10/2019
Purchase of Common Stock 25,650 29.0339 12/10/2019
Purchase of Forward Contract 6,840 29.8314 12/11/2019
Sale of Common Stock (25,560) 29.9436 12/11/2019
Purchase of Forward Contract 25,560 29.9894 12/11/2019
Purchase of Common Stock 11,115 29.8189 12/12/2019
Sale of Common Stock (23,857) 29.9211 12/12/2019
Purchase of Forward Contract 23,857 29.9373 12/12/2019
Sale of Common Stock (23,868) 29.7719 12/13/2019
Purchase of Forward Contract 23,868 29.7963 12/13/2019
Purchase of Common Stock 7,695 29.7463 12/13/2019
Purchase of Common Stock 4,179 30.1213 12/16/2019
Purchase of Common Stock 2,246 30.1751 12/16/2019
Purchase of Common Stock 530 30.0495 12/17/2019
Purchase of Common Stock 4,339 30.2701 12/17/2019
Purchase of Forward Contract 787 30.8905 12/18/2019
Purchase of Common Stock 9,405 30.9419 12/18/2019
Purchase of Common Stock 7,443 30.9553 12/18/2019
Purchase of Common Stock 10,226 31.4660 12/19/2019
Sale of Common Stock (25,603) 31.3531 12/19/2019
Purchase of Forward Contract 25,603 31.3798 12/19/2019
Purchase of Common Stock 3,793 31.6359 12/19/2019
Purchase of Common Stock 1,425 31.0823 12/20/2019
Purchase of Common Stock 9,897 31.3737 12/20/2019
Sale of Common Stock (25,612) 31.4320 12/20/2019
Purchase of Forward Contract 25,612 31.4515 12/20/2019
Sale of Common Stock (25,618) 32.1408 12/23/2019
Purchase of Forward Contract 25,618 32.1604 12/23/2019
Purchase of Forward Contract 12,825 32.0019 12/23/2019
Sale of Common Stock (5,596) 31.8485 12/24/2019
Purchase of Forward Contract 5,596 31.8715 12/24/2019
Purchase of Forward Contract 11,566 31.8388 12/24/2019
Sale of Common Stock (17,079) 31.1859 12/26/2019

 

 

CUSIP No. 589889104

Purchase of Forward Contract 17,079 31.2125 12/26/2019
Purchase of Forward Contract 34,200 31.2258 12/26/2019
Sale of Common Stock (17,079) 30.6803 12/30/2019
Purchase of Forward Contract 17,079 30.6993 12/30/2019
Purchase of Common Stock 1,547 31.3000 01/02/2020
Purchase of Common Stock 5,393 30.8500 01/02/2020
Purchase of Common Stock 870 31.2762 01/03/2020
Purchase of Common Stock 3,090 31.5506 01/03/2020
Purchase of Common Stock 21,750 32.3174 01/03/2020
Purchase of Common Stock 3,127 32.8588 01/06/2020
Purchase of Common Stock 5,378 33.2343 01/06/2020
Purchase of Common Stock 8,688 33.0412 01/06/2020
Purchase of Common Stock 25,230 32.9261 01/06/2020
Purchase of Common Stock 3,480 33.0961 01/07/2020
Purchase of Common Stock 30,528 33.055 01/07/2020
Purchase of Common Stock 17,766 33.0388 01/07/2020
Purchase of Common Stock 43,500 32.9847 01/07/2020
Purchase of Common Stock 2,088 33.0379 01/08/2020
Purchase of Common Stock 13,468 33.5787 01/08/2020
Purchase of Common Stock 320 33.8554 01/09/2020
Purchase of Common Stock 6,931 33.6723 01/09/2020
Purchase of Common Stock 35,670 33.8719 01/09/2020
Purchase of Common Stock 1,514 33.9266 01/09/2020
Purchase of Common Stock 34,800 34.5726 01/10/2020
Purchase of Common Stock 1,027 34.1850 01/10/2020
Purchase of Common Stock 2,593 33.8893 01/10/2020
Purchase of Common Stock 14,860 34.0269 01/10/2020
Exercise of Forward Contract 460,417 31.4747 01/10/2020

Purchase of Common Stock 52,200 34.4730 01/13/2020
Purchase of Common Stock 8,700 34.1204 01/13/2020
Purchase of Common Stock 36,574 34.1112 01/13/2020
Purchase of Common Stock 13,018 34.4115 01/13/2020

  

wendy dIcicco

 

Purchase of Common Stock 3,000 33.8373 01/10/2020

 

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