Cnet Networks Inc - Statement of Changes in Beneficial Ownership (4)
January 11 2008 - 4:00PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SANDELL ASSET MANAGEMENT CORP
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2. Issuer Name
and
Ticker or Trading Symbol
CNET NETWORKS INC
[
CNET
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
13D Grp. Mem own more than 10%
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(Last)
(First)
(Middle)
40 WEST 57TH STREET, 26TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/8/2008
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
(2)
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1/8/2008
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P
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750000
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A
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$8.44
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1450000
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D
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Common Stock
(1)
(2)
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1/8/2008
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X
(3)
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649200
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D
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$8.38
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800800
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D
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Common Stock
(1)
(2)
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1/8/2008
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X
(3)
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649200
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A
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$8.38
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1450000
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D
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Common Stock
(1)
(2)
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1/8/2008
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X
(4)
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100800
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D
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$8.38
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1349200
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D
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Common Stock
(1)
(2)
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1/8/2008
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X
(4)
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100800
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A
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$8.38
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1450000
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D
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Common Stock
(1)
(2)
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1/9/2008
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P
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750000
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A
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$8.23
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2200000
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D
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Common Stock
(1)
(2)
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1/9/2008
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O
(5)
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493200
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D
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$8.17
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1706800
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D
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Common Stock
(1)
(2)
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1/9/2008
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O
(5)
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493200
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A
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$8.17
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2200000
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D
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Common Stock
(1)
(2)
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1/9/2008
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O
(6)
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256800
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D
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$8.17
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1943200
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D
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Common Stock
(1)
(2)
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1/9/2008
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O
(6)
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256800
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A
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$8.17
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2200000
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D
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Common Stock
(1)
(2)
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1/10/2008
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P
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470000
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A
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$8.49
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2670000
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D
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Common Stock
(1)
(2)
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1/10/2008
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O
(7)
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373300
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D
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$8.39
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2296700
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D
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Common Stock
(1)
(2)
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1/10/2008
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O
(7)
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373300
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A
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$8.39
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2670000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Equity Swap (Obligation to Buy)
(1)
(2)
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$8.06
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1/8/2008
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X
(3)
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1
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12/20/2007
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1/26/2009
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Common Stock
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649200
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(3)
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0
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D
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Equity Swap (Obligation to Buy)
(1)
(2)
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$8.36
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1/8/2008
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X
(4)
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1
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12/21/2007
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1/27/2009
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Common Stock
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100800
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(4)
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493200
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D
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Equity Swap (Obligation to Buy)
(1)
(2)
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$8.38
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1/9/2008
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O
(5)
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1
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12/21/2007
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1/27/2009
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Common Stock
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493200
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(5)
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0
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D
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Equity Swap (Obligation to Buy)
(1)
(2)
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$8.58
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1/9/2008
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O
(6)
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1
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12/24/2007
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1/28/2009
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Common Stock
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256800
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(6)
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416500
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D
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Equity Swap (Obligation to Buy)
(1)
(2)
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$8.58
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1/10/2008
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O
(7)
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1
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12/24/2007
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1/28/2009
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Common Stock
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373300
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(7)
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43200
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D
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Explanation of Responses:
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(
1)
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Sandell Asset Management Corp., a Cayman Islands Corp. ("SAMC"), beneficially owns the securities reported herein
through Castlerigg Master Investments Ltd., a British Virgin Islands company ("Castlerigg Master Investments"). SAMC is the
investment manager of Castlerigg Master Investments. Thomas Sandell is the controlling person of SAMC and may be deemed to
share beneficial ownership of the shares beneficially owned by Castlerigg Master Investments and SAMC. Castlerigg
International Ltd., a British Virgin Islands company ("Castlerigg International"), is the controlling shareholder of
Castlerigg International Holdings Limited, a British Virgin Islands company ("Holdings"). Holdings is the controlling
shareholder of Castlerigg Master Investments.
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(
2)
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Each of Holdings and Castlerigg International may be deemed to share beneficial ownership of the shares beneficially owned by
Castlerigg Master Investments. SAMC, Mr. Sandell, Holdings, Castlerigg International and Castlerigg Master Investments each
disclaims beneficial ownership of the securities reported herein except to the extent of its or his respective pecuniary
interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner
of these securities for purposes of Section 16 or for any other purpose.
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(
3)
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On January 8, 2008, upon the settlement of an equity swap entered into by and between the Reporting Person and a securities
broker, the Reporting Person received $8.38 per share for each of the 649,200 shares subject to the swap, offset by $8.06
per share owed by the Reporting Person to the broker, representing the base price per share (of stock subject to the swap).
The termination of the equity swap is deemed exempt from Section 16(b) of the Securities and Exchange Act of 1934 pursuant
to Rule 16b-6(b) thereunder.
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(
4)
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On January 8, 2008, upon the settlement of an equity swap entered into by and between the Reporting Person and a securities
broker, the Reporting Person received $8.38 per share for each of the 100,800 shares subject to the swap, offset by $8.38
per share owed by the Reporting Person to the broker, representing the base price per share (of stock subject to the swap).
The termination of the equity swap is deemed exempt from Section 16(b) of the Securities and Exchange Act of 1934 pursuant
to Rule 16b-6(b) thereunder.
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(
5)
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On January 9, 2008, upon the settlement of an equity swap entered into by and between the Reporting Person and a securities
broker, the Reporting Person received $8.17 per share for each of the 493,200 shares subject to the swap, offset by $8.38
per share owed by the Reporting Person to the broker, representing the base price per share (of stock subject to the swap).
The termination of the equity is deemed exempt from Section 16(b) of the Securities and Exchange Act of 1934 pursuant to
Rule 16b-6(b) thereunder.
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(
6)
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On January 9, 2008, upon the settlement of an equity swap entered into by and between the Reporting Person and a securities
broker, the Reporting Person received $8.17 per share for each of the 256,800 shares subject to the swap, offset by $8.58
per share owed by the Reporting Person to the broker, representing the base price per share (of stock subject to the swap).
The termination of the equity swap is deemed exempt from Section 16(b) of the Securities and Exchange Act of 1934 pursuant
to Rule 16b-6(b) thereunder.
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(
7)
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On January 10, 2008, upon the settlement of an equity swap entered into by and between the Reporting Person and a securities
broker, the Reporting Person received $8.39 per share for each of the 373,300 shares subject to the swap, offset by $8.58
per share owed by the Reporting Person to the broker, representing the base price per share (of stock subject to the swap).
The termination of the equity is deemed exempt from Section 16(b) of the Securities and Exchange Act of 1934 pursuant to
Rule 16b-6(b) thereunder.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SANDELL ASSET MANAGEMENT CORP
40 WEST 57TH STREET
26TH FLOOR
NEW YORK, NY 10019
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13D Grp. Mem own more than 10%
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Signatures
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/s/ Sandell Asset Management Corp.; by: Thomas E. Sandell as Chief Executive Officer
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1/11/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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