1
|
NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
3,591,760*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,591,760*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,591,760*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY S LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
786,404*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
786,404*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
786,404*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY C LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
516,140*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
516,140*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,140*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE R LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
516,140*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
516,140*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,140*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE R GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
516,140*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
516,140*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,140*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
6,250,000*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
6,250,000*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
6,250,000*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
6,250,000*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
6,250,000*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
6,250,000*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
6,250,000*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
6,250,000*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
JEFFREY C. SMITH
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
6,250,000*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,250,000*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
MARK R. MITCHELL
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
6,250,000*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,250,000*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
PETER A. FELD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
6,250,000*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
6,250,000*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard LLC”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund, Starboard C LP and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard LLC;
|
|
(v)
|
Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
|
|
(vi)
|
Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
|
|
(vii)
|
Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
|
|
(viii)
|
Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
|
|
(ix)
|
Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP;
|
|
(x)
|
Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
|
|
(xi)
|
Mark R. Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; and
|
|
(xii)
|
Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Starboard V&O Fund
|
|
(a)
|
As of the close of business on July 8, 2013, Starboard V&O Fund beneficially owned 3,591,760 Shares, including 143,000 Shares underlying call options.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,591,760
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,591,760
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
B.
|
Starboard LLC
|
|
(a)
|
As of the close of business on July 8, 2013, Starboard LLC beneficially owned 786,404 Shares, including 31,200 Shares underlying call options.
|
|
(b)
|
1. Sole power to vote or direct vote: 786,404
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 786,404
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
C.
|
Starboard C LP
|
|
(a)
|
As of the close of business on July 8, 2013, Starboard C LP beneficially owned 516,140 Shares, including 21,000 Shares underlying call options.
|
|
(b)
|
1. Sole power to vote or direct vote: 516,140
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 516,140
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
D.
|
Starboard R LP
|
|
(a)
|
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 516,140 shares owned by Starboard C LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 516,140
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 516,140
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
E.
|
Starboard R GP
|
|
(a)
|
Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 516,140 shares owned by Starboard C LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 516,140
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 516,140
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
F.
|
Starboard Value LP
|
|
(a)
|
As of the close of business on July 8, 2013, 1,355,696 Shares were held in the Starboard Value LP Account, including 54,800 Shares underlying call options. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard LLC, may be deemed the beneficial owner of the (i) 3,591,760 Shares owned by Starboard V&O Fund, (ii) 786,404 Shares owned by Starboard LLC, (iii) 516,140 Shares owned by Starboard C LP, and (iv) 1,355,696 Shares held in the Starboard Value LP Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 6,250,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 6,250,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard LLC and Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
G.
|
Starboard Value GP
|
|
(a)
|
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 3,591,760 Shares owned by Starboard V&O Fund, (ii) 786,404 Shares owned by Starboard LLC, (iii) 516,140 Shares owned by Starboard C LP and (iv) 1,355,696 Shares held in the Starboard Value LP Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 6,250,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 6,250,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
H.
|
Principal Co
|
|
(a)
|
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 3,591,760 Shares owned by Starboard V&O Fund, (ii) 786,404 Shares owned by Starboard LLC, (iii) 516,140 Shares owned by Starboard C LP and (iv) 1,355,696 Shares held in the Starboard Value LP Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 6,250,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 6,250,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
I.
|
Principal GP
|
|
(a)
|
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 3,591,760 Shares owned by Starboard V&O Fund, (ii) 786,404 Shares owned by Starboard LLC, (iii) 516,140 Shares owned by Starboard C LP and (iv) 1,355,696 Shares held in the Starboard Value LP Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 6,250,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 6,250,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
J.
|
Messrs. Smith, Mitchell and Feld
|
|
(a)
|
Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 3,591,760 Shares owned by Starboard V&O Fund, (ii) 786,404 Shares owned by Starboard LLC, (iii) 516,140 Shares owned by Starboard C LP and (iv) 1,355,696 Shares held in the Starboard Value LP Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 6,250,000
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 6,250,000
|
|
(c)
|
None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Starboard Value R LP, Starboard Value R GP LLC, Jeffrey C. Smith, Mark R. Mitchell, and Peter A. Feld, dated July 8, 2013.
|
|
99.2
|
Power of Attorney for Jeffrey C. Smith, Mark Mitchell and Peter A. Feld, dated September 15, 2011.
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
|
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
STARBOARD VALUE R GP LLC
|
By:
|
/s/ Jeffrey C. Smith
|
|
Name:
|
Jeffrey C. Smith
|
|
Title:
|
Authorized Signatory
|
/s/ Jeffrey C. Smith
|
JEFFREY C. SMITH
|
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Patrick Agemian Director
|
Director of Global Funds Management, Ltd.
|
PO Box 10034, Harbour Place
2nd Floor
103 South Church Street
Grand Cayman
Cayman Islands, KY1-1001
|
Canada
|
Mark Mitchell Director*
|
|||
Don Seymour
Director
|
Managing Director of dms Management Ltd.
|
dms Management Ltd.
dms House, 20 Genesis Close
P.O. Box 31910
Grand Cayman
Cayman Islands, KY1-1208
|
Cayman Islands
|
Class of Security
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Common Stock
|
28,800
|
6.3584
|
05/07/2013
|
|
Common Stock
|
28,800
|
6.2009
|
05/08/2013
|
|
Common Stock
|
28,800
|
6.1881
|
05/09/2013
|
|
Common Stock
|
28,800
|
6.1431
|
05/10/2013
|
|
Common Stock
|
43,200
|
6.1397
|
05/13/2013
|
|
Common Stock
|
43,200
|
6.2420
|
05/14/2013
|
|
Common Stock
|
43,200
|
6.2167
|
05/15/2013
|
|
Common Stock
|
43,200
|
6.2095
|
05/16/2013
|
|
Common Stock
|
43,200
|
6.2534
|
05/17/2013
|
|
Common Stock
|
28,800
|
6.2225
|
05/20/2013
|
|
Common Stock
|
14,400
|
6.2098
|
05/21/2013
|
|
Common Stock
|
14,400
|
6.2100
|
05/21/2013
|
|
Common Stock
|
57,600
|
6.1530
|
05/22/2013
|
|
Common Stock
|
28,800
|
6.1140
|
05/23/2013
|
|
Common Stock
|
14,400
|
6.1446
|
05/23/2013
|
|
Common Stock
|
28,800
|
6.1664
|
05/24/2013
|
|
Common Stock
|
28,800
|
6.2981
|
05/28/2013
|
|
Common Stock
|
14,400
|
6.2603
|
05/29/2013
|
|
Common Stock
|
28,800
|
6.2911
|
05/31/2013
|
|
Common Stock
|
43,050
|
6.4167
|
06/03/2013
|
|
Common Stock
|
86,100
|
6.5301
|
06/04/2013
|
|
Common Stock
|
57,400
|
6.4591
|
06/05/2013
|
|
Common Stock
|
28,700
|
6.4341
|
06/06/2013
|
|
Common Stock
|
28,700
|
6.4738
|
06/07/2013
|
|
Common Stock
|
28,700
|
6.4968
|
06/10/2013
|
|
Common Stock
|
57,400
|
6.5029
|
06/11/2013
|
|
Common Stock
|
43,050
|
6.4274
|
06/12/2013
|
|
Common Stock
|
14,350
|
6.4961
|
06/13/2013
|
|
Common Stock
|
28,700
|
6.5312
|
06/14/2013
|
|
Common Stock
|
57,400
|
6.4545
|
06/19/2013
|
|
Common Stock
|
86,100
|
6.3065
|
06/20/2013
|
|
Common Stock
|
86,100
|
6.3165
|
06/21/2013
|
|
Common Stock
|
57,400
|
6.1819
|
06/24/2013
|
|
Common Stock
|
71,750
|
6.1300
|
06/25/2013
|
|
Common Stock
|
166,058
|
6.2209
|
06/26/2013
|
|
Common Stock
|
23,362
|
6.2112
|
06/26/2013
|
|
Common Stock
|
19,471
|
6.3153
|
06/27/2013
|
|
Common Stock
|
56,826
|
6.4069
|
06/27/2013
|
|
Common Stock
|
124,758
|
6.4690
|
06/28/2013
|
|
Common Stock
|
154,285
|
6.5879
|
07/01/2013
|
|
Common Stock
|
157,300
|
6.6742
|
07/02/2013
|
|
Common Stock
|
57,200
|
7.6743
|
07/03/2013
|
|
Common Stock
|
57,200
|
7.5606
|
07/05/2013
|
|
Common Stock
|
28,600
|
7.5920
|
07/08/2013
|
|
January 2014 Call Option
($7 Strike Price)
|
1,430
|
1.1300
|
07/08/2013
|
Common Stock
|
6,300
|
6.3584
|
05/07/2013
|
|
Common Stock
|
6,300
|
6.2009
|
05/08/2013
|
|
Common Stock
|
6,300
|
6.1881
|
05/09/2013
|
|
Common Stock
|
6,300
|
6.1431
|
05/10/2013
|
|
Common Stock
|
9,450
|
6.1397
|
05/13/2013
|
|
Common Stock
|
9,450
|
6.2420
|
05/14/2013
|
|
Common Stock
|
9,450
|
6.2167
|
05/15/2013
|
|
Common Stock
|
9,450
|
6.2095
|
05/16/2013
|
|
Common Stock
|
9,450
|
6.2534
|
05/17/2013
|
|
Common Stock
|
6,300
|
6.2225
|
05/20/2013
|
|
Common Stock
|
3,150
|
6.2098
|
05/21/2013
|
|
Common Stock
|
3,150
|
6.2100
|
05/21/2013
|
|
Common Stock
|
12,600
|
6.1530
|
05/22/2013
|
|
Common Stock
|
6,300
|
6.1140
|
05/23/2013
|
|
Common Stock
|
3,150
|
6.1446
|
05/23/2013
|
|
Common Stock
|
6,300
|
6.1664
|
05/24/2013
|
|
Common Stock
|
6,300
|
6.2981
|
05/28/2013
|
|
Common Stock
|
3,150
|
6.2603
|
05/29/2013
|
|
Common Stock
|
6,300
|
6.2911
|
05/31/2013
|
|
Common Stock
|
9,450
|
6.4167
|
06/03/2013
|
|
Common Stock
|
18,900
|
6.5301
|
06/04/2013
|
|
Common Stock
|
12,600
|
6.4591
|
06/05/2013
|
|
Common Stock
|
6,300
|
6.4341
|
06/06/2013
|
|
Common Stock
|
6,300
|
6.4738
|
06/07/2013
|
|
Common Stock
|
6,300
|
6.4968
|
06/10/2013
|
|
Common Stock
|
12,600
|
6.5029
|
06/11/2013
|
|
Common Stock
|
9,450
|
6.4274
|
06/12/2013
|
|
Common Stock
|
3,150
|
6.4961
|
06/13/2013
|
|
Common Stock
|
6,300
|
6.5312
|
06/14/2013
|
|
Common Stock
|
12,600
|
6.4545
|
06/19/2013
|
|
Common Stock
|
18,900
|
6.3065
|
06/20/2013
|
|
Common Stock
|
18,900
|
6.3165
|
06/21/2013
|
|
Common Stock
|
12,600
|
6.1819
|
06/24/2013
|
|
Common Stock
|
15,750
|
6.1300
|
06/25/2013
|
|
Common Stock
|
36,452
|
6.2209
|
06/26/2013
|
|
Common Stock
|
5,128
|
6.2112
|
06/26/2013
|
|
Common Stock
|
4,274
|
6.3153
|
06/27/2013
|
|
Common Stock
|
12,474
|
6.4069
|
06/27/2013
|
|
Common Stock
|
27,386
|
6.4690
|
06/28/2013
|
|
Common Stock
|
33,716
|
6.5879
|
07/01/2013
|
|
Common Stock
|
34,375
|
6.6742
|
07/02/2013
|
|
Common Stock
|
12,500
|
7.6743
|
07/03/2013
|
|
Common Stock
|
12,500
|
7.5606
|
07/05/2013
|
|
Common Stock
|
6,250
|
7.5920
|
07/08/2013
|
|
January 2014 Call Option
($7 Strike Price)
|
312
|
1.1300
|
07/08/2013
|
Common Stock
|
4,150
|
6.3584
|
05/07/2013
|
|
Common Stock
|
4,150
|
6.2009
|
05/08/2013
|
|
Common Stock
|
4,150
|
6.1881
|
05/09/2013
|
|
Common Stock
|
4,150
|
6.1431
|
05/10/2013
|
|
Common Stock
|
6,225
|
6.1397
|
05/13/2013
|
|
Common Stock
|
6,225
|
6.2420
|
05/14/2013
|
|
Common Stock
|
6,225
|
6.2167
|
05/15/2013
|
|
Common Stock
|
6,225
|
6.2095
|
05/16/2013
|
|
Common Stock
|
6,225
|
6.2534
|
05/17/2013
|
|
Common Stock
|
4,150
|
6.2225
|
05/20/2013
|
|
Common Stock
|
2,075
|
6.2098
|
05/21/2013
|
|
Common Stock
|
2,075
|
6.2100
|
05/21/2013
|
|
Common Stock
|
8,300
|
6.1530
|
05/22/2013
|
|
Common Stock
|
4,150
|
6.1140
|
05/23/2013
|
|
Common Stock
|
2,075
|
6.1446
|
05/23/2013
|
|
Common Stock
|
4,150
|
6.1664
|
05/24/2013
|
|
Common Stock
|
4,150
|
6.2981
|
05/28/2013
|
|
Common Stock
|
2,075
|
6.2603
|
05/29/2013
|
|
Common Stock
|
4,150
|
6.2911
|
05/31/2013
|
|
Common Stock
|
6,150
|
6.4167
|
06/03/2013
|
|
Common Stock
|
12,300
|
6.5301
|
06/04/2013
|
|
Common Stock
|
8,200
|
6.4591
|
06/05/2013
|
|
Common Stock
|
4,100
|
6.4341
|
06/06/2013
|
|
Common Stock
|
4,100
|
6.4738
|
06/07/2013
|
|
Common Stock
|
4,100
|
6.4968
|
06/10/2013
|
|
Common Stock
|
8,200
|
6.5029
|
06/11/2013
|
|
Common Stock
|
6,150
|
6.4274
|
06/12/2013
|
|
Common Stock
|
2,050
|
6.4961
|
06/13/2013
|
|
Common Stock
|
4,100
|
6.5312
|
06/14/2013
|
|
Common Stock
|
8,200
|
6.4545
|
06/19/2013
|
|
Common Stock
|
12,300
|
6.3065
|
06/20/2013
|
|
Common Stock
|
12,300
|
6.3165
|
06/21/2013
|
|
Common Stock
|
8,200
|
6.1819
|
06/24/2013
|
|
Common Stock
|
10,250
|
6.1300
|
06/25/2013
|
|
Common Stock
|
23,723
|
6.2209
|
06/26/2013
|
|
Common Stock
|
3,337
|
6.2112
|
06/26/2013
|
|
Common Stock
|
2,782
|
6.3153
|
06/27/2013
|
|
Common Stock
|
8,118
|
6.4069
|
06/27/2013
|
|
Common Stock
|
17,823
|
6.4690
|
06/28/2013
|
|
Common Stock
|
22,657
|
6.5879
|
07/01/2013
|
|
Common Stock
|
23,100
|
6.6742
|
07/02/2013
|
|
Common Stock
|
8,400
|
7.6743
|
07/03/2013
|
|
Common Stock
|
8,400
|
7.5606
|
07/05/2013
|
|
Common Stock
|
4,200
|
7.5920
|
07/08/2013
|
|
January 2014 Call Option
($7 Strike Price)
|
210
|
1.1300
|
07/08/2013
|
Common Stock
|
10,750
|
6.3584
|
05/07/2013
|
|
Common Stock
|
10,750
|
6.2009
|
05/08/2013
|
|
Common Stock
|
10,750
|
6.1881
|
05/09/2013
|
|
Common Stock
|
10,750
|
6.1431
|
05/10/2013
|
|
Common Stock
|
16,125
|
6.1397
|
05/13/2013
|
|
Common Stock
|
16,125
|
6.2420
|
05/14/2013
|
|
Common Stock
|
16,125
|
6.2167
|
05/15/2013
|
|
Common Stock
|
16,125
|
6.2095
|
05/16/2013
|
|
Common Stock
|
16,125
|
6.2534
|
05/17/2013
|
|
Common Stock
|
10,750
|
6.2225
|
05/20/2013
|
|
Common Stock
|
5,375
|
6.2098
|
05/21/2013
|
|
Common Stock
|
5,375
|
6.2100
|
05/21/2013
|
|
Common Stock
|
21,500
|
6.1530
|
05/22/2013
|
|
Common Stock
|
10,750
|
6.1140
|
05/23/2013
|
|
Common Stock
|
5,375
|
6.1446
|
05/23/2013
|
|
Common Stock
|
10,750
|
6.1664
|
05/24/2013
|
|
Common Stock
|
10,750
|
6.2981
|
05/28/2013
|
|
Common Stock
|
5,375
|
6.2603
|
05/29/2013
|
|
Common Stock
|
10,750
|
6.2911
|
05/31/2013
|
|
Common Stock
|
16,350
|
6.4167
|
06/03/2013
|
|
Common Stock
|
32,700
|
6.5301
|
06/04/2013
|
|
Common Stock
|
21,800
|
6.4591
|
06/05/2013
|
|
Common Stock
|
10,900
|
6.4341
|
06/06/2013
|
|
Common Stock
|
10,900
|
6.4738
|
06/07/2013
|
|
Common Stock
|
10,900
|
6.4968
|
06/10/2013
|
|
Common Stock
|
21,800
|
6.5029
|
06/11/2013
|
|
Common Stock
|
16,350
|
6.4274
|
06/12/2013
|
|
Common Stock
|
5,450
|
6.4961
|
06/13/2013
|
|
Common Stock
|
10,900
|
6.5312
|
06/14/2013
|
|
Common Stock
|
21,800
|
6.4545
|
06/19/2013
|
|
Common Stock
|
32,700
|
6.3065
|
06/20/2013
|
|
Common Stock
|
32,700
|
6.3165
|
06/21/2013
|
|
Common Stock
|
21,800
|
6.1819
|
06/24/2013
|
|
Common Stock
|
27,250
|
6.1300
|
06/25/2013
|
|
Common Stock
|
63,067
|
6.2209
|
06/26/2013
|
|
Common Stock
|
8,873
|
6.2112
|
06/26/2013
|
|
Common Stock
|
7,395
|
6.3153
|
06/27/2013
|
|
Common Stock
|
21,582
|
6.4069
|
06/27/2013
|
|
Common Stock
|
47,382
|
6.4690
|
06/28/2013
|
|
Common Stock
|
59,071
|
6.5879
|
07/01/2013
|
|
Common Stock
|
60,225
|
6.6742
|
07/02/2013
|
|
Common Stock
|
21,900
|
7.6743
|
07/03/2013
|
|
Common Stock
|
21,900
|
7.5606
|
07/05/2013
|
|
Common Stock
|
10,950
|
7.5920
|
07/08/2013
|
|
January 2014 Call Option
($7 Strike Price)
|
548
|
1.1300
|
07/08/2013
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
|
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
STARBOARD VALUE R GP LLC
|
By:
|
/s/ Jeffrey C. Smith
|
|
Name:
|
Jeffrey C. Smith
|
|
Title:
|
Authorized Signatory
|
/s/ Jeffrey C. Smith
|
JEFFREY C. SMITH
|
Individually and as attorney-in-fact for Mark Mitchell and Peter A. Feld
|
/s/ Jeffrey C. Smith
|
Jeffrey C. Smith
|
/s/ Mark Mitchell
|
Mark Mitchell
|
/s/ Peter A. Feld
|
Peter A. Feld
|