-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WuhG1dCyvnQzAsu75xqzccGrKEQN6AKHlv2Qr5l5qENhy94L5jGXUX++f3RWIB9O GFMGeJb8+I4D5OtT+AeLIA== 0000909661-09-000060.txt : 20090814 0000909661-09-000060.hdr.sgml : 20090814 20090813194531 ACCESSION NUMBER: 0000909661-09-000060 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090814 DATE AS OF CHANGE: 20090813 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITALSOURCE INC CENTRAL INDEX KEY: 0001241199 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 352206895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79168 FILM NUMBER: 091011911 MAIL ADDRESS: STREET 1: 4445 WILLARD AVE STREET 2: 12TH FL CITY: CHEVY CHASE STATE: MD ZIP: 20815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000909661 IRS NUMBER: 943240279 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415)421-2132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT INC ET AL DATE OF NAME CHANGE: 19970210 SC 13D/A 1 capsource13d.htm capsource13d.htm

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 16)    *


CapitalSource Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
14055X102
(Cusip Number)
 
Mark C. Wehrly
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
August 3, 2009
(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 Sections 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 Section 240.13d-7 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).

 
 
 
 
 
(Continued on following pages)
Page 1 of 44 Pages
Exhibit Index Found on Page 43
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Farallon Capital Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
7,231,778
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
7,231,778
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,312,398 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.3% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 
Page 2 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Farallon CS Institutional Finance II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
13,085,752
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
13,085,752
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,166,372 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.1% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 
Page 3 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Farallon Capital Institutional Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,841,968
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,841,968
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,922,588 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.6% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 
Page 4 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Farallon Capital Institutional Partners II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
7,808
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
7,808
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
88,428 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 
Page 5 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Farallon Capital Institutional Partners III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
12,409
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
12,409
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
93,029 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 
Page 6 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Farallon Capital Offshore Investors II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
1,702,471
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,702,471
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,783,091 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.6% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 
Page 7 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Farallon Capital Management, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
15,783,768
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
15,783,768
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,864,388 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IA, OO

 
Page 8 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Farallon Partners, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
10,796,434
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
10,796,434
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,877,054 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO

 
Page 9 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Farallon CS Institutional Finance, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
13,085,752
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
13,085,752
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,166,372 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.1% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO

 
Page 10 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
William F. Duhamel
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 11 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Andrew B. Fremder
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
49,758
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
49,758
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 12 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Richard B. Fried
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 13 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Daniel J. Hirsch
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 14 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Monica R. Landry
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by her on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 15 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Douglas M. MacMahon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 16 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Stephen L. Millham
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 17 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Jason E. Moment
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 18 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ashish H. Pant
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
India
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 19 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Rajiv A. Patel
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 20 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Andrew J. M. Spokes
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United Kingdom
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 21 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Thomas F. Steyer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
30,862
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
30,862
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 22 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Richard H. Voon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 23 of 44 Pages
 
 

13D
CUSIP No. 14055X102
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mark C. Wehrly
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                              0;        (a) [     ]
                                                                                                                                              0;        (b) [ X ]**
**   The reporting persons making this filing may be deemed to beneficially own an aggregate of 26,660,822 Shares, which is 8.2% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  [See Item 2(a)]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                       ;                      [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
 
SHARES BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
26,580,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
26,580,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,660,822 [See Item 2(a)]
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                              0;              [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2% [See Item 2(a)]
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
Page 24 of 44 Pages
 
 

This Amendment No. 16 to Schedule 13D amends the Schedule 13D initially filed on August 15, 2003 (together with all prior and current amendments thereto, this “Schedule 13D”).

Preliminary Note

This Schedule 13D reports that since the filing of the prior Schedule 13D, the Reporting Persons (as defined below) sold an aggregate of 3,134,018 Shares, or a decrease of 1.0% of the Company’s Shares currently outstanding.  Due to additional Share issuances by  the Company since the filing of the prior Schedule 13D, however, the Reporting Persons’ percentage beneficial ownership of the Company’s outstanding Shares decreased by 1.6%.
 
Item 2.    Identity And Background

Item 2 is amended and restated in its entirety as follows:
 
(a)           This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

The Farallon Funds
 
(i)  
Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

(ii)  
Farallon CS Institutional Finance II, L.P., a Delaware limited partnership (“Farallon CS LP”), with respect to the Shares held by it;

(iii)  
Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

(iv)  
Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

(v)  
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it; and

(vi)  
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it.

FCP, Farallon CS LP, FCIP, FCIP II, FCIP III and FCOI II are together referred to herein as the “Farallon Funds.”

 
The Farallon General Partners

(vii)  
Farallon Partners, L.L.C., a Delaware limited liability company (“FPLLC”), which is the general partner of each of the Farallon Funds, other than Farallon CS LP, with respect to the Shares held by each of the Farallon Funds, other than Farallon CS LP; and

 
Page 25 of 44 Pages
 
 

(viii)  
Farallon CS Institutional Finance, L.L.C., a Delaware limited liability company (“Farallon CS LLC”), which is the general partner of Farallon CS LP, with respect to the Shares held by Farallon CS LP.

FPLLC and Farallon CS LLC are together referred to herein as the “Farallon General Partners.”

The Management Company
 
(ix)  
Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management Company”), which is a manager of one or more accounts (the “Managed Accounts”) and Farallon CS LLC, with respect to the Shares held by the Managed Accounts and Farallon CS LP.

 
The Individual Reporting Persons
 
(x)  
The following persons, each of whom is a managing member of both FPLLC and the Management Company, with respect to the Shares held by the Farallon Funds and the Managed Accounts:  William F. Duhamel (“Duhamel”), Richard B. Fried (“Fried”), Daniel J. Hirsch (“Hirsch”), Monica R. Landry (“Landry”), Douglas M. MacMahon (“MacMahon”), Stephen L. Millham (“Millham”), Jason E. Moment (“Moment”), Ashish H. Pant (“Pant”), Rajiv A. Patel (“Patel”), Andrew J.M. Spokes (“Spokes”), Richard H. Voon (“Voon”) and Mark C. Wehrly (“Wehrly”);

(xi)  
Thomas F. Steyer (“Steyer”), who is a senior managing member of both FPLLC and the Management Company, with respect to the Shares held by the Farallon Funds and the Managed Accounts and with respect to both the 12,376 Shares distributed from vested restricted stock units received for service as a member of the Company’s Board of Directors (the “Board”) following his resignation from the Board and the 18,486 Shares he is deemed to beneficially own through ownership of the options received for service as a member of the Board prior to his resignation; and

(xii)  
Andrew B. Fremder (“Fremder”), with respect to the Shares held by the Farallon Funds and the Managed Accounts and with respect to the Shares which Fremder is deemed to beneficially own through ownership of the options and phantom stock units received for service as a member of the Board.

If Fremder and the entities and other individuals identified in this Schedule 13D were deemed members of a group holding equity securities of the Company, all of such entities and persons would be deemed to beneficially own the number and percentage of Shares stated in Rows 11 and 13 of each cover page.  Fremder and the entities and other individuals filing this Schedule 13D expressly disclaim that they are members of any such group and expressly disclaim beneficial ownership of any Shares which would arise through membership in any such group.

 
Page 26 of 44 Pages
 
 

Duhamel, Fried, Hirsch, Landry, MacMahon, Millham, Moment, Pant, Patel, Spokes, Steyer, Voon and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”  The Farallon Individual Reporting Persons and Fremder are together referred to herein as the “Individual Reporting Persons.”

(b)           The address of the principal business office of (i) the Farallon Funds, the Farallon General Partners and the Management Company is One Maritime Plaza, Suite 2100, San Francisco, California 94111 and (ii) each of the Individual Reporting Persons is set forth in Annex 1 hereto.
 
(c)           The principal business of each of the Farallon Funds is that of a private investment fund engaging in the purchase and sale of investments for its own account.  The principal business of FPLLC is to act as the general partner of the Farallon Funds, other than Farallon CS LP.  The principal business of Farallon CS LLC is to act as the general partner of Farallon CS LP.  The principal business of the Management Company is that of a registered investment adviser.  The principal business of each of the Individual Reporting Persons is set forth in Annex 1 hereto.
 
(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 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)           The citizenship of each of the Farallon Funds, the Farallon General Partners and the Management Company is set forth above.  Each of the Individual Reporting Persons, other than Pant and Spokes, is a citizen of the United States.  Pant is a citizen of India.  Spokes is a citizen of the United Kingdom.
 
The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.
 
Item 3.                      Source And Amount Of Funds And Other Consideration
 
Item 3 is supplemented to report the following:
 
    Since the filing of the prior Schedule 13D, Fremder acquired beneficial ownership of 2,459 Shares through receipt of restricted stock units received as compensation for serving on the Board. No consideration was paid by Fremder for such restricted stock units.  In addition, Fremder acquired beneficial ownership of 107 Shares through receipt of restricted stock units received as deemed re-investment of dividends pursuant to the Company’s Deferred Compensation Plan.  Such 107 Shares were acquired by Fremder as deemed dividend re-investments during the second quarter of 2009 at a deemed per Share purchase price of $4.88.

 
Page 27 of 44 Pages
 
 

Item 5.    Interest In Securities Of The Issuer

Item 5 is amended and restated in its entirety as follows:

The Farallon Funds

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund.  The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 323,310,994 Shares outstanding as of August 3, 2009, as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 filed with the Securities and Exchange Commission on August 10, 2009, plus such additional Shares as each Reporting Person is deemed to beneficially own through ownership or deemed beneficial ownership of certain common stock options and units.

 
(c)
The dates, number of Shares involved and the price per Share (including commissions) for all transactions in the Shares by the Farallon Funds in the past 60 days are set forth on Schedules A-F hereto and are incorporated herein by reference.  All of such transactions were open-market transactions.

 
(d)
FPLLC has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds, other than Farallon CS LP, as reported herein.  Farallon CS LLC has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by Farallon CS LP as reported herein.  The Management Company is the manager of Farallon CS LLC.  The Farallon Individual Reporting Persons are managing members of FPLLC and the Management Company.

 
(e)
Not applicable.

The Management Company

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for the Management Company is incorporated herein by reference.

 
(c)
The dates, number of Shares involved and the price per Share (including commissions) for all transactions in the Shares by the Management Company on behalf of the Managed Accounts in the past 60 days are set forth on Schedule G hereto and are incorporated herein by reference.  All of such transactions were open-market transactions.

 
(d)
The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Managed Accounts as reported herein.  Farallon

 
Page 28 of 44 Pages
 
 

CS LLC has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by Farallon CS LP as reported herein.  The Management Company is the manager of Farallon CS LLC.  The Farallon Individual Reporting Persons are managing members of the Management Company.

 
(e)
Not applicable.

The Farallon General Partners

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon General Partner is incorporated herein by reference for each such Farallon General Partner.

 
(c)
None.

 
(d)
FPLLC has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds, other than Farallon CS LP, as reported herein.  Farallon CS LLC has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by Farallon CS LP as reported herein.  The Management Company is the manager of Farallon CS LLC.  The Farallon Individual Reporting Persons are managing members of FPLLC and the Management Company.

 
(e)
Not applicable.

The Individual Reporting Persons

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for each Individual Reporting Person is incorporated herein by reference for each such Individual Reporting Person.

 
(c)
None.

 
(d)
The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Managed Accounts as reported herein.  FPLLC has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds, other than Farallon CS LP, as reported herein.  Farallon CS LLC has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by Farallon CS LP as reported herein.  The Management Company is the manager of Farallon CS LLC.  The Farallon Individual Reporting Persons are managing members of FPLLC and the Management Company.

 
(e)
Not applicable.

 
Page 29 of 44 Pages
 
 

The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds and those reported by the Management Company on behalf of the Managed Accounts are owned directly by the Managed Accounts.  FPLLC, as general partner of the Farallon Funds, other than Farallon CS LP, may be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds, other than Farallon CS LP.  Farallon CS LLC, as general partner of Farallon CS LP, may be deemed to be the beneficial owner of all such Shares owned by Farallon CS LP.  The Management Company, as manager of Farallon CS LLC and the Managed Accounts, may be deemed to be the beneficial owner of all such Shares owned by Farallon CS LP and the Managed Accounts.  The Farallon Individual Reporting Persons, as managing members of both FPLLC and the Management Company with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds and the Managed Accounts.  Each of the Farallon General Partners, the Management Company and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares owned by the Farallon Funds and the Managed Accounts.  Each of the Farallon General Partners, the Management Company and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares owned by the Farallon Funds and the Managed Accounts.
 
Each of Steyer and Fremder may be deemed to beneficially own certain Shares through ownership of immediately exercisable options and, in the case of Fremder, vested restricted stock units.

Item 6.
Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer

Item 6 is amended and restated in its entirety as follows:

As described in the prior Schedule 13D and pursuant to the terms of the Company’s Third Amended and Restated 2000 Equity Incentive Plan dated as of January 25, 2006 (the “Equity Plan”), each of Steyer and Fremder, as non-employee directors of the Company, is, or in the case of Steyer following his resignation from the Company’s Board was, entitled to receive an annual retainer for serving on the Board and other payment in the form of cash, restricted stock and/or stock options for participation in Board and committee meetings, payment of which fees may be deferred, if so elected, into the form of restricted stock units (also known as phantom stock units).  The Equity Plan also provides that each of Steyer and Fremder receives, or in the case of Steyer prior to his resignation from the Board received, an annual equity grant as a non-employee director of the Company.  Steyer had and Fremder has each elected to receive a portion of their compensation in stock options.  To date, each of Steyer and Fremder has received immediately exercisable options to purchase 18,486 Shares.

In addition, Fremder receives a portion of his director compensation in the form of restricted stock units issued under the Company’s Amended and Restated Deferred Compensation Plan dated July 31, 2007 (the “Deferred Compensation Plan”).  To date, and including the deemed re-investment of dividends pursuant to the Deferred Compensation Plan, Fremder has received 55,593 restricted stock units, 31,272 of which are vested and 24,321 of which vest on the date of the Company’s next annual shareholder meeting.  For additional information regarding the terms of the stock options and restricted stock units owned by Fremder and/or Steyer, see the Forms 4 filed by such persons with respect to such director grants.
 

 
Page 30 of 44 Pages
 
 

 
    In connection with the terms of the Amended and Restated Registration Rights Agreement dated August 30, 2002 (the “Registration Rights Agreement”) entered into by the Company and certain of its shareholders, the Farallon Funds and Managed Accounts have certain demand and piggy-back registration rights and certain rights to request the Company to file a registration statement on Form S-3 registering their Shares.  This summary of the Registration Rights Agreement is qualified in its entirety by the full terms and conditions of the Registration Rights Agreement.  For a copy of the Registration Rights Agreement, see Exhibit 10.11 to the Registration Statement on Form S-1 (Reg. No. 333-106076) filed by the Company on June 12, 2003, which agreement is incorporated herein by reference.

Except for the Passivity Agreement described in Item 4 or as otherwise described in this Item 6, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Company, including but not limited to the transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7.    Materials To Be Filed As Exhibits

There is filed herewith as Exhibit 7 a written agreement relating to the filing of joint acquisition statements as required by Section 240.13d-1(k) under the Securities Exchange Act of 1934, as amended.

 
Page 31 of 44 Pages
 
 

SIGNATURES

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

Dated:  August 13, 2009

 
/s/ Monica R. Landry
FARALLON PARTNERS, L.L.C.,
On its own behalf and as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
By Monica R. Landry, Managing Member
 
 
/s/ Monica R. Landry
FARALLON CAPITAL MANAGEMENT, L.L.C.
On its own behalf and as Manager of
FARALLON CS INSTITUTIONAL FINANCE, L.L.C.,
For itself and as the General Partner of
FARALLON CS INSTITUTIONAL FINANCE II, L.P.
By Monica R. Landry, Managing Member
 
 
/s/ Monica R. Landry
Monica R. Landry, individually and as attorney-in-fact for each of
William F. Duhamel, Andrew B. Fremder, Richard B. Fried, Daniel J. Hirsch, Douglas M. MacMahon, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Ashish H. Pant, Andrew J. M. Spokes, Thomas F. Steyer, Richard H. Voon and Mark C. Wehrly
 
 
The Power of Attorney executed by Fremder authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 15, 2003 by such Reporting Person with respect to the Common Stock of the Company, is hereby incorporated by reference.  The Power of Attorney executed by each of Duhamel, Fried, MacMahon, Millham, Moment, Pant, Patel, Steyer and Wehrly authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2007 by such Reporting Persons with respect to the Common Stock of Armor Holdings, Inc., is hereby incorporated by reference.  The Power of Attorney executed by Spokes authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 28, 2007 by such Reporting Person with respect to the Common Stock of Global Gold Corporation, is hereby incorporated by reference.  The Power of Attorney executed by each of Hirsch and Voon authorizing Landry to sign and file

 
Page 32 of 44 Pages
 
 

this Schedule 13D on his behalf, which was filed with Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on January 6, 2009 by such Reporting Persons with respect to the Common Stock of Town Sports International Holdings, Inc., is hereby incorporated by reference.

 
Page 33 of 44 Pages
 
 

ANNEX 1

Set forth below with respect to the Management Company and the Farallon General Partners is the following information:  (a) name; (b) address; (c) principal business; (d) state of organization; and (e) controlling persons.  Set forth below with respect to each Individual Reporting Person is the following information:  (a) name; (b) business address; (c) principal occupation; and (d) citizenship.

1.  
The Management Company

 
(a)
Farallon Capital Management, L.L.C.
 
(b)
One Maritime Plaza, Suite 2100
San Francisco, California  94111
 
(c)
Serves as investment adviser to various managed accounts
 
(d)
Delaware limited liability company
 
(e)
Managing Members:  Thomas F. Steyer, Senior Managing Member; William F. Duhamel, Alice F. Evarts, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Douglas M. MacMahon, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J. M. Spokes, Gregory S. Swart, Richard H. Voon and Mark C. Wehrly, Managing Members.

2.  
Farallon CS LLC

 
(a)
Farallon CS Institutional Finance, L.L.C.
 
(b)
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California  94111
 
(c)
Serves as general partner to Farallon CS Institutional Finance II, L.P.
 
(d)
Delaware limited liability company
(e)           Farallon Capital Management, L.L.C.

3.  
FPLLC

 
(a)
Farallon Partners, L.L.C.
 
(b)
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California  94111
 
(c)
Serves as general partner to investment partnerships
 
(d)
Delaware limited liability company
 
(e)
Managing Members:  Thomas F. Steyer, Senior Managing Member; William F. Duhamel, Alice F. Evarts, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Douglas M. MacMahon, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J. M. Spokes, Gregory S. Swart, Richard H. Voon and Mark C. Wehrly, Managing Members.


 
Page 34 of 44 Pages
 
 

4.  
Managing Members of the Management Company and FPLLC

Each of the managing members of the Management Company and FPLLC, other than Ashish H. Pant, Andrew J.M. Spokes and Gregory S. Swart, is a citizen of the United States.  Ashish H. Pant is a citizen of India.  Andrew J. M. Spokes is a citizen of the United Kingdom.  Gregory S. Swart is a citizen of New Zealand.  The business address of each of the managing members of the Management Company and FPLLC is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.  The principal occupation of Thomas F. Steyer is serving as senior managing member of both the Management Company and FPLLC.  The principal occupation of each other managing member of the Management Company and FPLLC is serving as a managing member of both the Management Company and FPLLC.  None of the managing members of the Management Company and FPLLC has any additional information to disclose with respect to Items 2-6 of the Schedule 13D that is not already disclosed in the Schedule 13D.

5.  
Andrew B. Fremder

Andrew B. Fremder is a citizen of the United Sates.  The business address of Andrew B. Fremder is 6114 La Salle Avenue, Suite 314, Oakland, California 94611.  The principal occupation of Andrew B. Fremder is serving as the president of East Bay College Fund.
 
 
 
Page 35 of 44 Pages
 
 

SCHEDULE A


FARALLON CAPITAL PARTNERS, L.P.

 
 
TRADE DATE
 
 
NO. OF SHARES SOLD
 
PRICE
PER SHARE ($)
 
 
07/30/09
 
12,400
 
4.62
 
07/31/09
 
16,820
 
4.58
 
07/31/09
 
82,566
 
4.58
 
07/31/09
 
15,796
 
4.58
 
07/31/09
 
122,819
 
4.58
 
07/31/09
 
42,000
 
4.64
 
08/03/09
 
61,891
 
4.66
 
08/03/09
 
19,809
 
4.66
 
08/03/09
 
16,200
 
4.67
 
08/03/09
 
3,700
 
4.69
 
08/04/09
 
12,500
 
4.25
 
08/04/09
 
20,400
 
4.25
 
08/04/09
 
18,300
 
4.24
 
08/07/09
 
44,487
 
3.92
 
08/07/09
 
27,804
 
3.92
 
08/07/09
 
22,875
 
3.92
 
08/07/09
 
34
 
3.92
 
08/07/09
 
7,091
 
3.95
 
08/07/09
 
21,184
 
3.95
 
08/07/09
 
2,325
 
3.95
 
08/10/09
 
55,975
 
3.89
 
08/10/09
 
19,841
 
3.89
 
08/10/09
 
16,725
 
3.89
 
08/10/09
 
32,600
 
3.89
 
08/11/09
 
177
 
3.89
 
08/13/09
 
40,800
 
3.89
 
08/13/09
 
115,500
 
3.84
 



 
Page 36 of 44 Pages
 
 

SCHEDULE B


FARALLON CS INSTITUTIONAL FINANCE II, L.P.

 
 
TRADE DATE
 
 
NO. OF SHARES SOLD
 
PRICE
PER SHARE ($)
 
 
07/30/09
 
22,422
 
4.62
 
07/31/09
 
76,059
 
4.64
 
07/31/09
 
430,819
 
4.58
 
08/03/09
 
6,500
 
4.69
 
08/03/09
 
29,200
 
4.67
 
08/03/09
 
147,700
 
4.66
 
08/04/09
 
59,700
 
4.25
 
08/04/09
 
33,000
 
4.24
 
08/07/09
 
55,400
 
3.95
 
08/07/09
 
172,300
 
3.92
 
08/10/09
 
226,500
 
3.89
 
08/13/09
 
73,900
 
3.89
 
08/13/09
 
209,400
 
3.84
 



 
Page 37 of 44 Pages
 
 

SCHEDULE C


FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.

 
 
TRADE DATE
 
 
NO. OF SHARES SOLD
 
PRICE
PER SHARE ($)
 
 
07/30/09
 
3,200
 
4.62
 
07/31/09
 
60,601
 
4.58
 
07/31/09
 
10,699
 
4.64
 
08/03/09
 
20,800
 
4.66
 
08/03/09
 
4,100
 
4.67
 
08/03/09
 
900
 
4.69
 
08/04/09
 
3,200
 
4.25
 
08/04/09
 
5,200
 
4.25
 
08/04/09
 
4,600
 
4.24
 
08/07/09
 
24,300
 
3.92
 
08/07/09
 
7,800
 
3.95
 
08/10/09
 
23,600
 
3.89
 
08/10/09
 
8,300
 
3.89
 
08/13/09
 
10,400
 
3.89
 
08/13/09
 
29,500
 
3.84
 
 

 
Page 38 of 44 Pages
 
 

SCHEDULE D


FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.

 
 
TRADE DATE
 
 
NO. OF SHARES SOLD
 
PRICE
PER SHARE ($)
 
 
07/31/09
 
147
 
4.58
 
07/31/09
 
108
 
4.58
 
07/31/09
 
45
 
4.64
 
08/03/09
 
100
 
4.66
 
08/07/09
 
100
 
3.92
 
08/10/09
 
100
 
3.89
 


 
Page 39 of 44 Pages
 
 

SCHEDULE E


FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.

 
 
TRADE DATE
 
 
NO. OF SHARES SOLD
 
PRICE
PER SHARE ($)
 
 
07/31/09
 
216
 
4.58
 
07/31/09
 
209
 
4.58
 
07/31/09
 
75
 
4.64
 
08/03/09
 
100
 
4.66
 
08/07/09
 
200
 
3.92
 
08/07/09
 
100
 
3.95
 
08/10/09
 
200
 
3.89
 
08/10/09
 
100
 
3.89
 
08/13/09
 
100
 
3.89
 
08/13/09
 
300
 
3.84
 




 
Page 40 of 44 Pages
 
 

SCHEDULE F


FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

 
 
TRADE DATE
 
 
NO. OF SHARES SOLD
 
PRICE
PER SHARE ($)
 
 
07/30/09
 
2,900
 
4.62
 
07/31/09
 
48,479
 
4.58
 
07/31/09
 
6,365
 
4.58
 
07/31/09
 
1,257
 
4.58
 
07/31/09
 
9,701
 
4.64
 
07/31/09
 
199
 
4.64
 
08/03/09
 
7,216
 
4.66
 
08/03/09
 
11,984
 
4.66
 
08/03/09
 
3,800
 
4.67
 
08/03/09
 
900
 
4.69
 
08/04/09
 
3,000
 
4.25
 
08/04/09
 
4,800
 
4.25
 
08/04/09
 
4,300
 
4.24
 
08/07/09
 
22,400
 
3.92
 
08/07/09
 
7,200
 
3.95
 
08/10/09
 
8,982
 
3.89
 
08/10/09
 
12,818
 
3.89
 
08/10/09
 
7,700
 
3.89
 
08/13/09
 
9,600
 
3.89
 
08/13/09
 
27,200
 
3.84
 


 
Page 41 of 44 Pages
 
 

SCHEDULE G


FARALLON CAPITAL MANAGEMENT, L.L.C.

 
 
TRADE DATE
 
 
NO. OF SHARES SOLD
 
PRICE
PER SHARE ($)
 
 
07/30/09
 
4,600
 
4.62
 
07/31/09
 
6,746
 
4.58
 
07/31/09
 
65,371
 
4.58
 
07/31/09
 
16,683
 
4.58
 
07/31/09
 
15,700
 
4.64
 
08/03/09
 
20,551
 
4.66
 
08/03/09
 
9,849
 
4.66
 
08/03/09
 
6,000
 
4.67
 
08/03/09
 
1,300
 
4.69
 
08/04/09
 
4,700
 
4.25
 
08/04/09
 
7,600
 
4.25
 
08/04/09
 
6,800
 
4.24
 
08/07/09
 
35,500
 
3.92
 
08/07/09
 
11,400
 
3.95
 
08/10/09
 
34,500
 
3.89
 
08/10/09
 
12,200
 
3.89
 
08/13/09
 
15,200
 
3.89
 
08/13/09
 
43,100
 
3.84
 
 

 
Page 42 of 44 Pages
 
 

 
EXHIBIT INDEX


EXHIBIT 7
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
 


 
Page 43 of 44 Pages
 
 

EXHIBIT 7
to
SCHEDULE 13D


JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated:  August 13, 2009

 
/s/ Monica R. Landry
FARALLON PARTNERS, L.L.C.,
On its own behalf and as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
By Monica R. Landry, Managing Member
 
 
/s/ Monica R. Landry
FARALLON CAPITAL MANAGEMENT, L.L.C.
On its own behalf and as Manager of
FARALLON CS INSTITUTIONAL FINANCE, L.L.C.,
For itself and as the General Partner of
FARALLON CS INSTITUTIONAL FINANCE II, L.P.
By Monica R. Landry, Managing Member
 
 
/s/ Monica R. Landry
Monica R. Landry, individually and as attorney-in-fact for each of
William F. Duhamel, Andrew B. Fremder, Richard B. Fried, Daniel J. Hirsch, Douglas M. MacMahon, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Ashish H. Pant, Andrew J. M. Spokes, Thomas F. Steyer, Richard H. Voon and Mark C. Wehrly
 

 
 
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