0000902664-11-001432.txt : 20111003 0000902664-11-001432.hdr.sgml : 20111003 20111003161423 ACCESSION NUMBER: 0000902664-11-001432 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111003 DATE AS OF CHANGE: 20111003 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OCEANEERING INTERNATIONAL INC CENTRAL INDEX KEY: 0000073756 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 952628227 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-12962 FILM NUMBER: 111120369 BUSINESS ADDRESS: STREET 1: 11911 FM 529 CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 713-329-4500 MAIL ADDRESS: STREET 1: 11911 FM 529 CITY: HOUSTON STATE: TX ZIP: 77041 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LONE PINE CAPITAL LLC CENTRAL INDEX KEY: 0001061165 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TWO GREENWICH PLZ CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036181400 MAIL ADDRESS: STREET 1: TWO GREENWICH PLZ CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 p11-1622sc13g.htm OCEANEERING INTERNATIONAL, INC. p11-1622sc13g.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G*
 
 
 
Under the Securities Exchange Act of 1934
(Amendment No.   )*
 
Oceaneering International, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
675232102
(CUSIP Number)
 
September 22, 2011
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 17 Pages)

______________________________
*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 the disclosures provided in a prior cover page.
 
The information required in 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.  675232102
 
13G
Page 2 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Lone Spruce, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
67,005
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
67,005
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
67,005
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.1%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  675232102
 
13G
Page 3 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Lone Balsam, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
146,990
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
146,990
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
146,990
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.1%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 


 
 
 
CUSIP No.  675232102
 
13G
Page 4 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Lone Sequoia, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
122,784
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
122,784
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
122,784
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.1%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  675232102
 
13G
Page 5 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
 OF ABOVE PERSONS (ENTITIES ONLY)
Lone Cascade, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
2,554,736
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
2,554,736
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,554,736
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.4%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 
 
 
CUSIP No.  675232102
 
13G
Page 6 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
 OF ABOVE PERSONS (ENTITIES ONLY)
Lone Sierra, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
120,361
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
120,361
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
120,361
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.1%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  675232102
 
13G
Page 7 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Lone Pine Associates LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
336,779
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
336,779
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
336,779
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.3%
12
TYPE OF REPORTING PERSON**
OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 
 
 
CUSIP No.  675232102
 
13G
Page 8 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Pine Members LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
2,675,097
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
2,675,097
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,675,097
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.5%
12
TYPE OF REPORTING PERSON**
OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  675232102
 
13G
Page 9 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Pine Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
3,031,352
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
3,031,352
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,031,352
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.8%
12
TYPE OF REPORTING PERSON**
IA

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  675232102
 
13G
Page 10 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen F. Mandel, Jr.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
6,043,228
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
6,043,228
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,043,228
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.6%
12
TYPE OF REPORTING PERSON**
IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  675232102
 
13G
Page 11 of 17 Pages



Item 1 (a).
NAME OF ISSUER.
   
 
Oceaneering International, Inc. (the "Issuer").

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
11911 FM 529, Houston, TX 77041

Item 2 (a).
NAME OF PERSON FILING:

This statement is filed by:
 
 
(i)
Lone Spruce, L.P., a Delaware limited partnership ("Lone Spruce"), with respect to the Common Stock (defined in Item 2(d) below) directly owned by it;
 
(ii)
Lone Balsam, L.P., a Delaware limited partnership ("Lone Balsam"), with respect to the Common Stock directly owned by it;
 
(iii)
Lone Sequoia, L.P., a Delaware limited partnership ("Lone Sequoia"), with respect to the Common Stock directly owned by it;
 
(iv)
Lone Cascade, L.P., a Delaware limited partnership ("Lone Cascade"), with respect to the Common Stock directly owned by it;
 
(v)
Lone Sierra, L.P., a Delaware limited partnership ("Lone Sierra"), with respect to the Common Stock directly owned by it;
 
(vi)
Lone Pine Associates LLC, a Delaware limited liability company ("Lone Pine Associates"), with respect to the Common Stock directly owned by Lone Spruce, Lone Balsam and Lone Sequoia;
 
(vii)
Lone Pine Members LLC, a Delaware limited liability company ("Lone Pine Members"), with respect to the Common Stock directly owned by Lone Cascade and Lone Sierra;
 
(viii)
Lone Pine Capital LLC, a Delaware limited liability company ("Lone Pine Capital"), which serves as investment manager to Lone Cypress, Ltd. ("Lone Cypress"), Lone Kauri, Ltd. ("Lone Kauri") and Lone Monterey Master Fund, Ltd. ("Lone Monterey Master Fund"), each a Cayman Islands exempted company, with respect to the Common Stock directly owned by each of Lone Cypress, Lone Kauri and Lone Monterey Master Fund;
 
(ix)
Stephen F. Mandel, Jr. ("Mr. Mandel"), with respect to the Common Stock directly owned by each of Lone Spruce, Lone Balsam, Lone Sequoia, Lone Cascade, Lone Sierra, Lone Cypress, Lone Kauri and Lone Monterey Master Fund.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 
 
 
CUSIP No.  675232102
 
13G
Page 12 of 17 Pages



Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, Connecticut 06830.

Item 2(c).
CITIZENSHIP:

Lone Spruce, Lone Balsam, Lone Sequoia, Lone Cascade and Lone Sierra are limited partnerships organized under the laws of the State of Delaware.  Lone Pine Associates, Lone Pine Members and Lone Pine Capital are limited liability companies organized under the laws of the State of Delaware.  Mr. Mandel is a United States citizen.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, $0.25 par value per share (the “Common Stock”)

Item 2(e).
CUSIP NUMBER:
   
 
675232102

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)
¨
Broker or dealer registered under Section 15 of the Act,
     
(b)
¨
Bank as defined in Section 3(a)(6) of the Act,
     
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act,
     
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940,
     
(e)
¨
Investment Adviser in accordance with Rule  13d-1(b)(1)(ii)(E),
     
(f)
¨
Employee Benefit Plan or Endowment Fund in  accordance with Rule 13d-1(b)(1)(ii)(F),
     
(g)
¨
Parent Holding Company or control person in  accordance with Rule 13d-1(b)(1)(ii)(G),
     
(h)
¨
Savings Association as defined in Section 3(b) of  the Federal Deposit Insurance Act,
     
(i)
¨
Church Plan that is excluded from the definition of  an investment company under Section 3(c)(14) of the  Investment Company Act of 1940,
     
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box:  x

 
 
 
CUSIP No.  675232102
 
13G
Page 13 of 17 Pages



Item 4.
OWNERSHIP.

A.
Lone Spruce, L.P.
   
(a)
Amount beneficially owned:  67, 005
   
(b)
Percent of class: 0.1%.  The percentages used herein and in the rest of Item 4 are calculated based upon the 108,533,170 shares of Common Stock issued and outstanding as of July 29, 2011, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 3, 2011.
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  67,005
     
(iii)
Sole power to dispose or direct the disposition: -0-
     
(iv)
Shared power to dispose or direct the disposition of:  67,005

B.
Lone Balsam, L.P.
   
(a)
Amount beneficially owned:  146,990
   
(b)
Percent of class: 0.1%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  146,990
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  146,990

C.
Lone Sequoia, L.P.
   
(a)
Amount beneficially owned:  122,784
   
(b)
Percent of class:  0.1%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  122,784
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  122,784

D.
Lone Cascade, L.P.
   
(a)
Amount beneficially owned:  2,554,736
   
(b)
Percent of class:  2.4%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  2,554,736
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  2,554,736

E.
Lone Sierra, L.P.
   
(a)
Amount beneficially owned:  120,361
   
(b)
Percent of class:  0.1%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  120,361
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  120,361

F.
Lone Pine Associates LLC
   
(a)
Amount beneficially owned:  336,779
   
(b)
Percent of class:  0.3%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  336,779
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  336,779

 
 
 
CUSIP No.  675232102
 
13G
Page 14 of 17 Pages



G.
Lone Pine Members LLC
   
(a)
Amount beneficially owned:  2,675,097
   
(b)
Percent of class:  2.5%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  2,675,097
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  2,675,097

H.
Lone Pine Capital LLC
   
(a)
Amount beneficially owned:  3,031,352
   
(b)
Percent of class:  2.8%
   
(c)
(i)
Sole power to vote or direct the vote: -0-
     
(ii)
Shared power to vote or direct the vote:  3,031,352
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  3,031,352

I.
Stephen F. Mandel, Jr.
   
(a)
Amount beneficially owned:  6,043,228
   
(b)
Percent of class:  5.6%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  6,043,228
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  6,043,228


Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Lone Pine Associates, the general partner of Lone Spruce, Lone Sequoia and Lone Balsam, has the power to direct the affairs of Lone Spruce, Lone Sequoia and Lone Balsam, including decisions respecting the disposition of the proceeds from the sale of shares.  Lone Pine Members, the general partner of Lone Cascade and Lone Sierra, has the power to direct the affairs of Lone Cascade and Lone Sierra, including decisions respecting the disposition of the proceeds from the sale of shares.  Lone Pine Capital, the investment manager of Lone Cypress, Lone Kauri and Lone Monterey Master Fund, has the power to direct the receipt of dividends from or the proceeds of the sale of shares held by Lone Cypress, Lone Kauri and Lone Monterey Master Fund.  Mr. Mandel is the Managing Member of each of Lone Pine Associates, Lone Pine Members and Lone Pine Capital and in that capacity directs their operations.
   

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 
 
 
CUSIP No.  675232102
 
13G
Page 15 of 17 Pages



Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  See Item 2.

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.
 

Item 10.
CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 


 
 
 
CUSIP No.  675232102
 
13G
Page 16 of 17 Pages



SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
DATED:  October 3, 2011

 
By:
 /s/ Stephen F. Mandel, Jr. 
   
Stephen F. Mandel, Jr., individually and
(a) as Managing Member of Lone Pine
Associates LLC, for itself and as the general partner of (i) Lone Spruce, L.P., (ii) Lone Balsam, L.P. and (iii) Lone Sequoia, L.P.;
(b) as Managing Member of Lone Pine Members LLC, for itself and as the general partner of (i) Lone Cascade, L.P. and (ii) Lone Sierra, L.P.; and
(c) as Managing Member of Lone Pine Capital LLC


 
 
 
CUSIP No.  675232102
 
13G
Page 17 of 17 Pages



EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledges and agrees that the foregoing statement on Schedule 13G, is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledges that he shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
DATED:  October 3, 2011

 
By:
  /s/ Stephen F. Mandel, Jr.  
   
Stephen F. Mandel, Jr., individually and
(a) as Managing Member of Lone Pine Associates LLC, for itself and as the general partner of (i) Lone Spruce, L.P., (ii) Lone Balsam, L.P. and (iii) Lone Sequoia, L.P.;
(b) as Managing Member of Lone Pine Members LLC, for itself and as the general partner of (i) Lone Cascade, L.P. and (ii) Lone Sierra, L.P.; and
(c) as Managing Member of Lone Pine Capital LLC