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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
4.50% Convertible Senior Notes due 2017 (1) (2) | $ 1.65 (4) | 03/14/2013 | P | $ 50,000 | (5) | 11/15/2017 | Common Stock | 30,358 | $ 102.9463 | $ 50,000 | I | By Starboard Value and Opportunity C LP (3) | |||
4.50% Convertible Senior Notes due 2017 (1) (2) | $ 1.65 (4) | 03/15/2013 | P | $ 500,000 | (5) | 11/15/2017 | Common Stock | 303,582 | $ 102.863 | $ 500,000 | I | By Starboard Value and Opportunity C LP (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Starboard Value LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY 10022 |
X | |||
Starboard Value GP LLC 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY 10022 |
X | |||
STARBOARD VALUE & OPPORTUNITY S LLC 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY 10022 |
X | |||
Starboard Principal Co LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY 10022 |
X | |||
Starboard Principal Co GP LLC 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY 10022 |
X | |||
Smith Jeffrey C C/O STARBOARD VALUE LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY 10022 |
X | |||
MITCHELL MARK R C/O STARBOARD VALUE LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY 10022 |
X | |||
Feld Peter A C/O STARBOARD VALUE LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY 10022 |
X | |||
STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY 10022 |
X | |||
Starboard Value & Opportunity C LP 830 THIRD AVENUE 3RD FLOOR NEW YORK, NY 10022 |
X |
Starboard Value LP; By: Starboard Value GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory | 03/15/2013 | |
**Signature of Reporting Person | Date | |
Starboard Value and Opportunity Master Fund Ltd; By: Starboard Value LP; By: /s/ Jeffrey C. Smith, Authorized Signatory | 03/15/2013 | |
**Signature of Reporting Person | Date | |
Starboard Value and Opportunity S LLC; By: Starboard Value LP; By: /s/ Jeffrey C. Smith, Authorized Signatory | 03/15/2013 | |
**Signature of Reporting Person | Date | |
Starboard Value and Opportunity C LP; By: Starboard Value LP; By: /s/ Jeffrey C. Smith, Authorized Signatory | 03/15/2013 | |
**Signature of Reporting Person | Date | |
Starboard Value GP LLC; By: Starboard Principal Co LP; By: /s/ Jeffrey C. Smith, Authorized Signatory | 03/15/2013 | |
**Signature of Reporting Person | Date | |
Starboard Principal Co LP; By:Starboard Principal Co GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory | 03/15/2013 | |
**Signature of Reporting Person | Date | |
Starboard Principal Co GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory | 03/15/2013 | |
**Signature of Reporting Person | Date | |
By: /s/ Jeffrey C. Smith | 03/15/2013 | |
**Signature of Reporting Person | Date | |
Mark R. Mitchell; By: /s/ Jeffrey C. Smith, Attorney in Fact | 03/15/2013 | |
**Signature of Reporting Person | Date | |
Peter A. Feld; By: /s/ Jeffrey C. Smith, Attorney in Fact | 03/15/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Jeffrey C. Smith, Mark Mitchell and Peter A. Feld (collectively, the "Reporting Persons"). |
(2) | Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock .Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. |
(3) | Shares of Common Stock, including Shares underlying the notes, beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and Messrs. Smith, Mitchell and Feld as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard C LP. |
(4) | The notes are convertible at an initial conversion rate of 607.1645 shares of the Issuer's common stock per $1,000 principal amount of notes (representing an initial conversion price of approximately $1.65 per share of the Issuer's common stock), subject to adjustment in certain circumstances. |
(5) | The Reporting Persons may convert their notes at their option, at any time prior to the close of business on the business day immediately preceding November 15, 2017. |