Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
| CUSIP No. 70788V102 |
SCHEDULE 13D |
Page 2 of 13 |
| 1. |
NAME OF REPORTING PERSON: |
| |
|
| |
Magnetar Financial LLC |
| |
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
(a) |
¨ |
| |
(b) |
x |
| 3. |
SEC USE ONLY |
| |
| 4. |
SOURCE OF FUNDS |
| |
| |
OO |
| |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| |
Delaware |
| |
| NUMBER OF |
7. |
SOLE VOTING POWER |
| SHARES |
|
0 |
| BENEFICIALLY |
8. |
SHARED VOTING POWER |
| OWNED BY |
|
1,015,498 |
| EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
| PERSON |
|
0 |
| WITH |
10. |
SHARED DISPOSITIVE POWER |
| |
|
1,015,498 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| |
1,015,498 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
¨ |
| |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
| |
5.34% |
| 14. |
TYPE OF REPORTING PERSON |
| |
| |
IA; OO |
| CUSIP No. 70788V102 |
SCHEDULE 13D |
Page 3 of 13 |
| 1. |
NAME OF REPORTING PERSON: |
| |
|
| |
Magnetar Capital Partners LP |
| |
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
(a) |
¨ |
| |
(b) |
x |
| 3. |
SEC USE ONLY |
| |
| 4. |
SOURCE OF FUNDS |
| |
| |
OO |
| |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| |
Delaware |
| |
| NUMBER OF |
7. |
SOLE VOTING POWER |
| SHARES |
|
0 |
| BENEFICIALLY |
8. |
SHARED VOTING POWER |
| OWNED BY |
|
1,015,498 |
| EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
| PERSON |
|
0 |
| WITH |
10. |
SHARED DISPOSITIVE POWER |
| |
|
1,015,498 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| |
1,015,498 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
¨ |
| |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
| |
5.34% |
| 14. |
TYPE OF REPORTING PERSON |
| |
| |
HC; OO |
| CUSIP No. 70788V102 |
SCHEDULE 13D |
Page 4 of 13 |
| 1. |
NAME OF REPORTING PERSON: |
| |
|
| |
Supernova Management LLC |
| |
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
(a) |
¨ |
| |
(b) |
x |
| 3. |
SEC USE ONLY |
| |
| 4. |
SOURCE OF FUNDS |
| |
| |
OO |
| |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| |
Delaware |
| |
| NUMBER OF |
7. |
SOLE VOTING POWER |
| SHARES |
|
0 |
| BENEFICIALLY |
8. |
SHARED VOTING POWER |
| OWNED BY |
|
1,015,498 |
| EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
| PERSON |
|
0 |
| WITH |
10. |
SHARED DISPOSITIVE POWER |
| |
|
1,015,498 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| |
1,015,498 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
¨ |
| |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
| |
5.34% |
| 14. |
TYPE OF REPORTING PERSON |
| |
| |
HC; OO |
| CUSIP No. 70788V102 |
SCHEDULE 13D |
Page 5 of 13 |
| 1. |
NAME OF REPORTING PERSON: |
| |
|
| |
David J. Snyderman |
| |
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
(a) |
¨ |
| |
(b) |
x |
| 3. |
SEC USE ONLY |
| |
| 4. |
SOURCE OF FUNDS |
| |
| |
OO |
| |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
¨ |
| |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| |
United States of America |
| |
| NUMBER OF |
7. |
SOLE VOTING POWER |
| SHARES |
|
0 |
| BENEFICIALLY |
8. |
SHARED VOTING POWER |
| OWNED BY |
|
1,015,498 |
| EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
| PERSON |
|
0 |
| WITH |
10. |
SHARED DISPOSITIVE POWER |
| |
|
1,015,498 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| |
1,015,498 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
¨ |
| |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
| |
5.34% |
| 14. |
TYPE OF REPORTING PERSON |
| |
| |
HC; IN |
SCHEDULE 13D
| item 1. | security and issuer |
This
Schedule 13D (this “Statement”) relates to the Class A common stock, $0.01 par value (the “Shares”),
of Ranger Oil Corporation, a company incorporated in Virginia (the “Company”). The principal executive offices of the
Company is 16285 Park Ten Place, Suite 500, Houston, TX 77084.
| Item 2. | identity and background |
(a) The
persons filing this Statement are Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”),
Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC,
a Delaware limited liability company (“Supernova Management”), and David J. Snyderman (“Mr. Snyderman”)
(collectively, the “Reporting Persons”).
This Statement relates to
Shares held for the accounts of each of (i) Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company (“PRA Master Fund”),
(ii) Magnetar Systematic Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund, and (iii)
Magnetar Relative Value Master Fund Ltd, a Cayman Islands exempted company, (“Relative Value Master Fund”), collectively (the
“Funds”).
Magnetar Financial is a Securities
and Exchange Commission (“SEC”) registered investment adviser under Section 203 of the Investment Advisers Act of 1940,
as amended, and manager of investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the Funds.
In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of the Funds.
Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general
partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman.
(b) The
business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c) Each
of the Funds is a private investment fund; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment
funds and managed accounts; Magnetar Capital Partners is a privately-held limited partnership and serves as the sole member and parent
holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner of
Magnetar Capital Partners; and Mr. Snyderman is a citizen of the United States of America, manager of Supernova Management and Chief Executive
Officer of Magnetar Financial.
(d) None
of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such Reporting Person 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) Magnetar
Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is
a Delaware limited liability company. Mr. Snyderman is a citizen of the United States of America.
| Item 3. | source and amount of funds or other consideration |
The aggregate amount of funds
used by the Reporting Persons in purchasing the 1,015,498 Shares reported herein on behalf of the Funds have come directly from the assets
of the Funds, which may at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The
aggregate amount of funds used by the Reporting Persons in purchasing the Shares on behalf of the Funds was $40,483,422.35 (excluding
commissions and other execution-related costs).
| ITEM 4. | PURPOSE OF TRANSACTION |
The Reporting Persons acquired
the 1,015,498 Shares reported herein on behalf of the Funds after the public announcement of the Merger Agreement (as defined below) for
purposes of receiving the merger consideration described below upon consummation of the Merger (as described below).
Each of the Reporting Persons
reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise,
to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect
to any or all of the matters referred to in this Item 4.
Other than as described above
in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified
in clauses (a) through (j) of Item 4 to Schedule 13D.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
The Company reported in their
Form 10-Q filed on May 9, 2023 that 19,008,710 Class A Shares were outstanding as of May 3, 2023.
(a)
As of the close of business May 10, 2023, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,015,498
Shares, which consisted of (i) 790,062 Shares held for the benefit of PRA Master Fund, (ii) 210,496 Shares held for the benefit of Systematic
Master Fund and (iii) 14,940 Shares held for the benefit of Relative Value Master Fund, and all such Shares represented beneficial ownership
of approximately 5.34% of the Shares.
(b) As
of the close of business May 10, 2023, each of the Reporting Persons may have been deemed to share the power to vote and direct the
disposition of 1,015,498 Shares, which consisted of (i) 790,062 Shares held for the benefit of PRA Master Fund, (ii) 210,496 Shares
held for the benefit of Systematic Master Fund and (iii) 14,940 shares held for the benefit of Relative Value Master Fund, and all
such Shares represented beneficial ownership of approximately 5.34% of the Shares.
(c)
Except as set forth on Schedule A attached hereto and Item 6, the Funds had no transactions in the Shares during the 60
days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were effected
in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth
on Schedule A were effected in open market transactions on the NYSE and various other trading markets.
As disclosed by the Company in the 8-K filed with the SEC on February
28, 2023:
On
February 27, 2023, Ranger Oil Corporation (the “Company”), a Virginia corporation, entered into an Agreement and Plan of Merger
(the “Merger Agreement”), dated as of February 27, 2023, by and between Baytex Energy Corp., a company incorporated under
the Business Corporations Act (Alberta) (“Parent”), and the Company. It is contemplated by the Merger Agreement
that at a later date, but in any event prior to the Company’s shareholder meeting relating to the approval of the Company Merger
(as defined below), an indirect wholly owned subsidiary of Parent (such subsidiary, the “Merger Sub”) will be added to the
Merger Agreement by joinder. The Merger Agreement, among other things, provides for the combination of the Company and Parent through
the merger of Merger Sub with and into the Company (the “Company Merger”), with the Company continuing its existence as the
surviving corporation following the Company Merger (the “Surviving Corporation”) as a direct wholly owned subsidiary of Parent.
(d) No
other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.
| Item 6. | contracts, arrangements,
understandings or relationships with respect to the securities of the issuer |
Pursuant to Rule 13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to
the joint filing of this Statement, and any amendment or amendments hereto.
Except as otherwise described herein, no contracts, arrangements,
understandings or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or
any other person or entity.
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 12, 2023
| |
magnetar
financial llc |
| |
|
| |
By: Magnetar Capital
Partners LP, its Sole Member |
| |
By: Supernova Management
LLC, its General Partner |
| |
|
| |
By: |
/s/
Hayley Stein |
| |
Name: |
Hayley
Stein |
| |
Title: |
Attorney-in-fact for David J. Snyderman, Manager of Supernova
Management LLC |
| |
|
| |
magnetar
capital partners LP |
| |
|
| |
By: Supernova Management
LLC, its General Partner |
| |
|
| |
By: |
/s/
Hayley Stein |
| |
Name: |
Hayley
Stein |
| |
Title: |
Attorney-in-fact for David J. Snyderman, Manager of Supernova
Management LLC |
| |
|
| |
supernova
management llc |
| |
|
| |
By: |
/s/
Hayley Stein |
| |
Name: |
Hayley Stein |
| |
Title: |
Attorney-in-fact for David J. Snyderman, Manager |
| |
|
| |
DAVID J. SNYDERMAN |
| |
|
| |
By: |
/s/
Hayley Stein |
| |
Name: |
Hayley Stein |
| |
Title: |
Attorney-in-fact for David
J. Snyderman |
SCHEDULE A
Funds
| Date | |
Number of Shares Bought | | |
Price Per Share($) (1)(2) | |
| 3/13/2023 | |
| 25,338 | | |
| 38.70101 | (3) |
| 3/13/2023 | |
| 12,200 | | |
| 39.62300 | (4) |
| 3/14/2023 | |
| 20,215 | | |
| 38.73440 | (5) |
| 3/14/2023 | |
| 12,400 | | |
| 39.57222 | (6) |
| 3/15/2023 | |
| 11,300 | | |
| 35.51145 | (7) |
| 3/15/2023 | |
| 32,000 | | |
| 36.53641 | (8) |
| 3/15/2023 | |
| 4,400 | | |
| 37.23810 | (9) |
| 3/16/2023 | |
| 25,098 | | |
| 36.05551 | (10) |
| 3/16/2023 | |
| 18,600 | | |
| 37.07187 | (11) |
| 3/17/2023 | |
| 46,250 | | |
| 36.47880 | (12) |
| 3/20/2023 | |
| 24,115 | | |
| 36.59130 | (13) |
| 3/21/2023 | |
| 45,324 | | |
| 38.12601 | (14) |
| 3/22/2023 | |
| 38,518 | | |
| 38.05233 | (15) |
| 3/22/2023 | |
| 1,300 | | |
| 38.59273 | (16) |
| 3/23/2023 | |
| 25,001 | | |
| 37.45254 | (17) |
| 3/23/2023 | |
| 9,100 | | |
| 38.41449 | (18) |
| 3/24/2023 | |
| 10,700 | | |
| 36.85660 | (19) |
| 3/24/2023 | |
| 37,272 | | |
| 37.73463 | (20) |
| 3/27/2023 | |
| 9,456 | | |
| 38.33918 | (21) |
| 3/27/2023 | |
| 27,491 | | |
| 39.57728 | (22) |
| 3/27/2023 | |
| 1,600 | | |
| 39.86373 | (23) |
| 3/28/2023 | |
| 27,260 | | |
| 40.03614 | (24) |
| 4/3/2023 | |
| 21,247 | | |
| 42.87911 | (25) |
| 4/4/2023 | |
| 26,738 | | |
| 42.10316 | (26) |
| 4/4/2023 | |
| 2,550 | | |
| 42.81710 | (27) |
| 4/5/2023 | |
| 13,151 | | |
| 42.09271 | (28) |
| 4/5/2023 | |
| 100 | | |
| 42.75000 | |
| 4/10/2023 | |
| 11,207 | | |
| 42.21671 | (29) |
| 4/11/2023 | |
| 18,563 | | |
| 43.10908 | (30) |
| 4/11/2023 | |
| 4,603 | | |
| 43.45784 | (31) |
| 4/12/2023 | |
| 9,049 | | |
| 43.27164 | (32) |
| 4/13/2023 | |
| 5,961 | | |
| 43.48308 | (33) |
| 4/14/2023 | |
| 4,400 | | |
| 43.61494 | (34) |
| 4/17/2023 | |
| 8,578 | | |
| 42.98778 | (35) |
| 4/18/2023 | |
| 6,801 | | |
| 42.77028 | (36) |
| 4/19/2023 | |
| 7,754 | | |
| 42.06746 | (37) |
| 4/20/2023 | |
| 14,927 | | |
| 41.29403 | (38) |
| 4/21/2023 | |
| 5,675 | | |
| 41.00135 | (39) |
| 4/24/2023 | |
| 1,090 | | |
| 41.35078 | (40) |
| 4/24/2023 | |
| 6,863 | | |
| 42.20524 | (41) |
| 4/25/2023 | |
| 11,505 | | |
| 41.17445 | (42) |
| 4/25/2023 | |
| 100 | | |
| 41.89500 | |
| 4/26/2023 | |
| 8,068 | | |
| 40.03652 | (43) |
| 4/26/2023 | |
| 3,241 | | |
| 40.85391 | (44) |
| 4/27/2023 | |
| 17,377 | | |
| 40.04178 | (45) |
| 4/28/2023 | |
| 2,740 | | |
| 40.55249 | (46) |
| 4/28/2023 | |
| 6,797 | | |
| 41.31054 | (47) |
| 5/1/2023 | |
| 11,941 | | |
| 41.08121 | (48) |
| 5/2/2023 | |
| 39,860 | | |
| 38.95123 | (49) |
| 5/2/2023 | |
| 800 | | |
| 39.63375 | (50) |
| 5/3/2023 | |
| 16,820 | | |
| 38.32549 | (51) |
| 5/4/2023 | |
| 5,732 | | |
| 38.63384 | (52) |
| 5/5/2023 | |
| 2,992 | | |
| 39.80667 | (53) |
| 5/8/2023 | |
| 3,482 | | |
| 39.01282 | (54) |
| 5/8/2023 | |
| 100 | | |
| 40.27000 | |
| 5/9/2023 | |
| 10,898 | | |
| 38.43910 | (55) |
| 5/10/2023 | |
| 2,644 | | |
| 38.183801 | (56) |
(1) Excludes commissions and
other execution-related costs.
(2) Upon request by the staff of the Securities and Exchange
Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.
(3) Reflects a weighted average purchase price
of $38.70101 per share, at prices ranging from $38.33 to $39.31 per share.
(4) Reflects a weighted average purchase price
of $39.62300 per share, at prices ranging from $39.33 to $40.04 per share.
(5) Reflects a weighted average purchase price
of $38.73440 per share, at prices ranging from $38.31 to $39.3 per share.
(6) Reflects a weighted average purchase price
of $39.57222 per share, at prices ranging from $39.3188 to $39.93 per share.
(7) Reflects a weighted average purchase price
of $35.51145 per share, at prices ranging from $35.0673 to $36.05 per share.
(8) Reflects a weighted average purchase price
of $36.53641 per share, at prices ranging from $36.13 to $37.06 per share.
(9) Reflects a weighted average purchase price
of $37.23810 per share, at prices ranging from $37.07 to $37.49 per share.
(10) Reflects a weighted average purchase price
of $36.05551 per share, at prices ranging from $35.48 to $36.46 per share.
(11) Reflects a weighted average purchase price
of $37.07187 per share, at prices ranging from $36.49 to $37.46 per share.
(12) Reflects a weighted average purchase price
of $36.47880 per share, at prices ranging from $36.0597 to $37.01 per share.
(13) Reflects a weighted average purchase price
of $36.59130 per share, at prices ranging from $36.09 to $37.02 per share.
(14) Reflects a weighted average purchase price
of $38.12601 per share, at prices ranging from $37.61 to $38.5288 per share.
(15) Reflects a weighted average purchase price
of $38.05233 per share, at prices ranging from $37.5497 to $38.5 per share.
(16) Reflects a weighted average purchase price
of $38.59273 per share, at prices ranging from $38.55 to $38.71 per share.
(17) Reflects a weighted average purchase price
of $37.45254 per share, at prices ranging from $37.09 to $38.08 per share.
(18) Reflects a weighted average purchase price
of $38.41449 per share, at prices ranging from $38.17 to $38.65 per share.
(19) Reflects a weighted average purchase price
of $36.85660 per share, at prices ranging from $36.38 to $37.37 per share.
(20) Reflects a weighted average purchase price
of $37.73463 per share, at prices ranging from $37.38 to $37.96 per share.
(21) Reflects a weighted average purchase price
of $38.33918 per share, at prices ranging from $37.85 to $38.83 per share.
(22) Reflects a weighted average purchase price
of $39.57728 per share, at prices ranging from $38.87 to $39.84 per share.
(23) Reflects a weighted average purchase price
of $39.86373 per share, at prices ranging from $39.85 to $39.88 per share.
(24) Reflects a weighted average purchase price
of $40.03614 per share, at prices ranging from $39.6755 to $40.565 per share.
(25) Reflects a weighted average purchase price
of $42.87911 per share, at prices ranging from $42.34 to $43.08 per share.
(26) Reflects a weighted average purchase price
of $42.10316 per share, at prices ranging from $41.499 to $42.47 per share.
(27) Reflects a weighted average purchase price
of $42.81710 per share, at prices ranging from $42.54 to $43.15 per share.
(28) Reflects a weighted average purchase price
of $42.09271 per share, at prices ranging from $41.75 to $42.7 per share.
(29) Reflects a weighted average purchase price
of $42.21671 per share, at prices ranging from $41.905 to $42.65 per share.
(30) Reflects a weighted average purchase price
of $43.10908 per share, at prices ranging from $42.38 to $43.37 per share.
(31) Reflects a weighted average purchase price
of $43.45784 per share, at prices ranging from $43.38 to $43.65 per share.
(32) Reflects a weighted average purchase price
of $43.27184 per share, at prices ranging from $42.95 to $43.73 per share.
(33) Reflects a weighted average purchase price
of $43.48308 per share, at prices ranging from $43.06 to $43.66 per share.
(34) Reflects a weighted average purchase price
of $43.61494 per share, at prices ranging from $43.24 to $43.96 per share.
(35) Reflects a weighted average purchase price
of $42.98778 per share, at prices ranging from $42.8 to $43.51 per share.
(36) Reflects a weighted average purchase price
of $42.77028 per share, at prices ranging from $42.515 to $43.08 per share.
(37) Reflects a weighted average purchase price
of $42.06746 per share, at prices ranging from $41.765 to $42.39 per share.
(38) Reflects a weighted average purchase price
of $41.29403 per share, at prices ranging from $40.96 to $41.86 per share.
(39) Reflects a weighted average purchase price
of $41.00135 per share, at prices ranging from $40.82 to $41.46 per share.
(40) Reflects a weighted average purchase price
of $41.35078 per share, at prices ranging from $40.945 to $41.62 per share.
(41) Reflects a weighted average purchase price
of $42.20524 per share, at prices ranging from $42.1 to $42.29 per share.
(42) Reflects a weighted average purchase price
of $41.17445 per share, at prices ranging from $40.85 to $41.77 per share.
(43) Reflects a weighted average purchase price
of $40.03652 per share, at prices ranging from $39.64 to $40.62 per share.
(44) Reflects a weighted average purchase price
of $40.85391 per share, at prices ranging from $40.65 to $41.07 per share.
(45) Reflects a weighted average purchase price
of $40.04178 per share, at prices ranging from $39.78 to $40.66 per share.
(46) Reflects a weighted average purchase price
of $40.55249 per share, at prices ranging from $40.14 to $41.035 per share.
(47) Reflects a weighted average purchase price
of $41.31054 per share, at prices ranging from $41.145 to $41.49 per share.
(48) Reflects a weighted average purchase price
of $41.08121 per share, at prices ranging from $40.9 to $41.42 per share.
(49) Reflects a weighted average purchase price
of $38.95123 per share, at prices ranging from $38.515 to $39.5 per share.
(50) Reflects a weighted average purchase price
of $39.63375 per share, at prices ranging from $39.53 to $39.7 per share.
(51) Reflects a weighted average purchase price
of $38.32549 per share, at prices ranging from $38.09 to $38.75 per share.
(52) Reflects a weighted average purchase price
of $38.63384 per share, at prices ranging from $38.03 to $39.00 per share.
(53) Reflects a weighted average purchase price
of $39.80667 per share, at prices ranging from $39.64 to $40.12 per share.
(54) Reflects a weighted average purchase price
of $39.01282 per share, at prices ranging from $38.889 to $39.45 per share.
(55) Reflects a weighted average purchase price
of $38.43910 per share, at prices ranging from $38.42 to $38.5585 per share.
EXHIBIT INDEX