The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP 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. The aggregate purchase price of the 891,078 Shares beneficially owned by Starboard V&O Fund is approximately $28,592,115, excluding brokerage commissions. The aggregate purchase price of the 199,485 Shares beneficially owned by Starboard S LLC is approximately $6,981,975, excluding brokerage commissions. The aggregate purchase price of the 108,225 Shares beneficially owned by Starboard C LP is approximately $3,471,060, excluding brokerage commissions. The aggregate purchase price of the 297,275 Shares held in the Starboard Value LP Account is approximately $10,404,625, excluding brokerage commissions.
The 1,945 Shares beneficially owned by Mr. Feld, which include Shares of restricted stock that vest within 60 days hereof, were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer.
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 21,384,413 Shares outstanding, as of May 9, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 27, 2016.
|
(a)
|
As of the close of business on June 3, 2016, Starboard V&O Fund beneficially owned 891,078 Shares.
|
Percentage: Approximately 4.2%
|
(b)
|
1. Sole power to vote or direct vote: 891,078
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 891,078
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference
|
|
(a)
|
As of the close of business on June 3, 2016, Starboard S LLC beneficially owned 199,485 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 199,485
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 199,485
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard S LLC since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on June 3, 2016, Starboard C LP beneficially owned 108,225 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 108,225
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 108,225
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard C LP since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 108,225 shares owned by Starboard C LP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 108,225
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 108,225
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 108,225 shares owned by Starboard C LP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 108,225
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 108,225
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard R GP has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on June 3, 2016, 297,275 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 891,078 Shares owned by Starboard V&O Fund, (ii) 199,485 Shares owned by Starboard S LLC, (iii) 108,225 Shares owned by Starboard C LP and (iv) 297,275 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 7.0%
|
(b)
|
1. Sole power to vote or direct vote: 1,496,063
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,496,063
|
|
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 and Starboard C LP since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 891,078 Shares owned by Starboard V&O Fund, (ii) 199,485 Shares owned by Starboard S LLC, (iii) 108,225 Shares owned by Starboard C LP and (iv) 297,275 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 7.0%
|
(b)
|
1. Sole power to vote or direct vote: 1,496,063
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,496,063
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 891,078 Shares owned by Starboard V&O Fund, (ii) 199,485 Shares owned by Starboard S LLC, (iii) 108,225 Shares owned by Starboard C LP and (iv) 297,275 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 7.0%
|
(b)
|
1. Sole power to vote or direct vote: 1,496,063
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,496,063
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 891,078 Shares owned by Starboard V&O Fund, (ii) 199,485 Shares owned by Starboard S LLC, (iii) 108,225 Shares owned by Starboard C LP and (iv) 297,275 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 7.0%
|
(b)
|
1. Sole power to vote or direct vote: 1,496,063
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,496,063
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on June 3, 2016, Mr. Feld beneficially owned 1,945 Shares, which include Shares of restricted stock that vest within 60 days hereof. Mr. 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) 891,078 Shares owned by Starboard V&O Fund, (ii) 199,485 Shares owned by Starboard S LLC, (iii) 108,225 Shares owned by Starboard C LP and (iv) 297,275 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 7.0%
|
(b)
|
1. Sole power to vote or direct vote: 1,945
|
|
2. Shared power to vote or direct vote: 1,496,063
|
|
3. Sole power to dispose or direct the disposition: 1,945
|
|
4. Shared power to dispose or direct the disposition: 1,496,063
|
|
(c)
|
Mr. Feld has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
K.
|
Messrs. Smith and Mitchell
|
|
(a)
|
Each of Messrs. Smith and Mitchell, 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) 891,078 Shares owned by Starboard V&O Fund, (ii) 199,485 Shares owned by Starboard S LLC, (iii) 108,225 Shares owned by Starboard C LP and (iv) 297,275 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 7.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,496,063
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,496,063
|
|
(c)
|
None of Messrs. Smith or Mitchell has entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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: June 6, 2016
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 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:
|
|
|
Name:
|
Jeffrey C. Smith
|
|
Title:
|
Authorized Signatory
|
|
|
|
JEFFREY C. SMITH
|
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld
|
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 6 to the Schedule 13D
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
(61,895)
|
72.5966
|
06/01/2016
|
(65,518)
|
72.6675
|
06/02/2016
|
(59,561)
|
72.2047
|
06/03/2016
|
STARBOARD VALUE AND OPPORTUNITY S LLC
(13,857)
|
72.5966
|
06/01/2016
|
(14,667)
|
72.6675
|
06/02/2016
|
(13,334)
|
72.2047
|
06/03/2016
|
STARBOARD VALUE AND OPPORTUNITY C LP
(7,517)
|
72.5966
|
06/01/2016
|
(7,958)
|
72.6675
|
06/02/2016
|
(7,234)
|
72.2047
|
06/03/2016
|
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
(20,649)
|
72.5966
|
06/01/2016
|
(21,857)
|
72.6675
|
06/02/2016
|
(19,871)
|
72.2047
|
06/03/2016
|