1
|
NAME OF REPORTING PERSON
KINGSTOWN PARTNERS MASTER 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
- 0 -
|
|
8
|
SHARED VOTING POWER
2,609,545
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,609,545
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,609,545
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
KINGSTOWN PARTNERS II, L.P.
|
||
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
- 0 -
|
|
8
|
SHARED VOTING POWER
448,439
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
448,439
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
448,439
|
||
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
KTOWN, 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
- 0 -
|
|
8
|
SHARED VOTING POWER
542,016
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
542,016
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,016
|
||
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
KINGSTOWN CAPITAL PARTNERS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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
- 0 -
|
|
8
|
SHARED VOTING POWER
3,600,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,600,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
KINGSTOWN CAPITAL MANAGEMENT L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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
- 0 -
|
|
8
|
SHARED VOTING POWER
3,600,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,600,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
KINGSTOWN MANAGEMENT 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
AF
|
||
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
- 0 -
|
|
8
|
SHARED VOTING POWER
3,600,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,600,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
MICHAEL BLITZER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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
3,600,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,600,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
GUY SHANON
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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
3,600,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,600,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
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, dated February 24, 2015, by and among Kingstown Capital Management L.P., Kingstown Management GP LLC, Kingstown Capital Partners, LLC, Kingstown Partners Master Ltd., Kingstown Partners II, L.P., Ktown, LP, Michael Blitzer and Guy Shanon.
|
Date: February 24, 2015
|
KINGSTOWN CAPITAL MANAGEMENT L.P.
|
||
By:
|
Kingstown Management GP LLC
|
||
its general partner
|
|||
By:
|
/s/ Michael Blitzer
|
||
Michael Blitzer
Managing Member
|
KINGSTOWN PARTNERS II, L.P.
|
|||
By:
|
Kingstown Capital Partners, LLC
|
||
its general partner
|
|||
By:
|
/s/ Michael Blitzer
|
||
Michael Blitzer
Managing Member
|
KTOWN, LP
|
|||
By:
|
Kingstown Capital Partners, LLC
|
||
its general partner
|
|||
By:
|
/s/ Michael Blitzer
|
||
Michael Blitzer
Managing Member
|
KINGSTOWN MANAGEMENT GP LLC
|
||
By:
|
/s/ Michael Blitzer
|
|
Michael Blitzer
Managing Member
|
KINGSTOWN CAPITAL PARTNERS, LLC
|
||
By:
|
/s/ Michael Blitzer
|
|
Michael Blitzer
Managing Member
|
KINGSTOWN PARTNERS MASTER LTD.
|
||
By:
|
/s/ Michael Blitzer
|
|
Michael Blitzer
Director
|
/s/ Michael Blitzer
|
|
MICHAEL BLITZER
|
/s/ Guy Shanon
|
|
GUY SHANON
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Michael Blitzer*
Director
|
||||||
Guy Shanon*
Director
|
||||||
Leon Rhule
Director
|
Accountant
|
190 Elgin Avenue, George Town, Grand Cayman, CY1-9005, Cayman Islands
|
United Kingdom, Jamaica
|
Date of
Purchase/Sale
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share ($)
|
KINGSTOWN PARTNERS MASTER LTD.
|
||
01/13/2015
|
934,742
|
12.6879
|
01/14/2015
|
333,352
|
13.6938
|
01/15/2015
|
542,164
|
14.0446
|
01/26/2015
|
(362,000)
|
13.1888
|
01/27/2015
|
(181,000)
|
12.6080
|
01/28/2015
|
(116,846)
|
12.6105
|
01/29/2015
|
(64,154)
|
12.3692
|
02/02/2015
|
(181,550)
|
12.5083
|
02/04/2015
|
(72,620)
|
13.8867
|
02/06/2015
|
(18,155)
|
14.7154
|
02/19/2015
|
308,337
|
17.0243
|
02/19/2015
|
290,200
|
17.0712
|
02/20/2015
|
399,025
|
16.8802
|
02/20/2015
|
362,750
|
16.7590
|
02/20/2015
|
108,825
|
16.8864
|
02/23/2015
|
145,100
|
18.2550
|
02/23/2015
|
181,375
|
18.2497
|
KINGSTOWN PARTNERS II, L.P.
|
||
01/13/2015
|
161,082
|
12.6879
|
01/14/2015
|
57,508
|
13.6938
|
01/15/2015
|
93,531
|
14.0446
|
01/26/2015
|
(62,450)
|
13.1888
|
01/27/2015
|
(31,225)
|
12.6080
|
01/28/2015
|
(20,158)
|
12.6105
|
01/29/2015
|
(11,067)
|
12.3692
|
02/02/2015
|
(30,950)
|
12.5083
|
02/04/2015
|
(12,380)
|
13.8867
|
02/06/2015
|
(3,095)
|
14.7154
|
02/19/2015
|
52,828
|
17.0243
|
02/19/2015
|
49,720
|
17.0712
|
02/20/2015
|
68,365
|
16.8802
|
02/20/2015
|
62,150
|
16.7590
|
02/20/2015
|
18,645
|
16.8864
|
02/23/2015
|
24,860
|
18.2550
|
02/23/2015
|
31,075
|
18.2497
|
KTOWN, LP
|
||
01/13/2015
|
194,899
|
12.6879
|
01/14/2015
|
69,571
|
13.6938
|
01/15/2015
|
113,151
|
14.0446
|
01/26/2015
|
(75,550)
|
13.1888
|
01/27/2015
|
(37,775)
|
12.6080
|
01/28/2015
|
(24,386)
|
12.6105
|
01/29/2015
|
(13,389)
|
12.3692
|
02/02/2015
|
(37,500)
|
12.5083
|
02/04/2015
|
(15,000)
|
13.8867
|
02/06/2015
|
(3,750)
|
14.7154
|
02/19/2015
|
63,835
|
17.0243
|
02/19/2015
|
60,080
|
17.0712
|
02/20/2015
|
82,610
|
16.8802
|
02/20/2015
|
75,100
|
16.7590
|
02/20/2015
|
22,530
|
16.8864
|
02/23/2015
|
30,040
|
18.2550
|
02/23/2015
|
37,550
|
18.2497
|
Date: February 24, 2015
|
KINGSTOWN CAPITAL MANAGEMENT L.P.
|
||
By:
|
Kingstown Management GP LLC
|
||
its general partner
|
|||
By:
|
/s/ Michael Blitzer
|
||
Michael Blitzer
Managing Member
|
KINGSTOWN PARTNERS II, L.P.
|
|||
By:
|
Kingstown Capital Partners, LLC
|
||
its general partner
|
|||
By:
|
/s/ Michael Blitzer
|
||
Michael Blitzer
Managing Member
|
KTOWN, LP
|
|||
By:
|
Kingstown Capital Partners, LLC
|
||
its general partner
|
|||
By:
|
/s/ Michael Blitzer
|
||
Michael Blitzer
Managing Member
|
KINGSTOWN MANAGEMENT GP LLC
|
||
By:
|
/s/ Michael Blitzer
|
|
Michael Blitzer
Managing Member
|
KINGSTOWN CAPITAL PARTNERS, LLC
|
||
By:
|
/s/ Michael Blitzer
|
|
Michael Blitzer
Managing Member
|
KINGSTOWN PARTNERS MASTER LTD.
|
||
By:
|
/s/ Michael Blitzer
|
|
Michael Blitzer
Director
|
/s/ Michael Blitzer
|
|
MICHAEL BLITZER
|
/s/ Guy Shanon
|
|
GUY SHANON
|