0001013594-13-000538.txt : 20131108 0001013594-13-000538.hdr.sgml : 20131108 20131108083357 ACCESSION NUMBER: 0001013594-13-000538 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131108 DATE AS OF CHANGE: 20131108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Riverbed Technology, Inc. CENTRAL INDEX KEY: 0001357326 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 030448754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82443 FILM NUMBER: 131202624 BUSINESS ADDRESS: STREET 1: 199 FREMONT STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415) 247-8800 MAIL ADDRESS: STREET 1: 199 FREMONT STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13D 1 riverbed13d-110713.htm NOVEMBER 7, 2013 riverbed13d-110713.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. ___)*

Riverbed Technology, Inc.
(Name of Issuer)

Common Stock, par value $0.0001
(Title of Class of Securities)

768573 10 7
(CUSIP Number)

Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 29, 2013
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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).



 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott Associates, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX 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
   
 
5,080,455*
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
5,080,455*
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
5,080,455*
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
3.1%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


*Includes 2,625,000 shares of Common Stock underlying options that are exercisable within 60 days of the date hereof.

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    [  ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands, British West Indies
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
9,435,131*
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
9,435,131*
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
9,435,131*
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.8%
   
14.
TYPE OF REPORTING PERSON
   
 
PN

*Includes 4,875,000 shares of Common Stock underlying options that are exercisable within 60 days of the date hereof.

 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International Capital Advisors Inc.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
OO
   
5.
CHECK BOX 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
   
 
9,435,131*
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
9,435,131*
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
9,435,131*
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [  ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.8%
   
14.
TYPE OF REPORTING PERSON
   
 
CO

*Includes 4,875,000 shares of Common Stock underlying options that are exercisable within 60 days of the date hereof.

 
 
 

This Schedule 13D reflects the beneficial ownership of the Reporting Persons (as defined below) as of the close of business on November 7, 2013.  

ITEM 1.Security and Issuer.

This statement relates to the shares of Common Stock, par value $0.0001 (the "Common Stock"), of Riverbed Technology, Inc. (the "Issuer").  The Issuer's principal executive office is located at 199 Fremont Street, San Francisco, California 94105.

ITEM 2. Identity and Background.

(a)-(c)This statement is being filed by Elliott Associates, L.P., a Delaware limited partnership, and its wholly-owned subsidiaries (collectively, "Elliott" or “we”), Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International"), and Elliott International Capital Advisors Inc., a Delaware corporation ("EICA" and collectively with Elliott and Elliott International, the "Reporting Persons").  Paul E. Singer ("Singer"), Elliott Capital Advisors, L.P., a Delaware limited partnership ("Capital Advisors"), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company ("Special GP"), which is controlled by Singer, are the general partners of Elliott.  Hambledon, Inc., a Cayman Islands corporation ("Hambledon"), which is also controlled by Singer, is the sole general partner of Elliott International.  EICA is the investment manager for Elliott International.  EICA expressly disclaims equitable ownership of and pecuniary interest in any shares of Common Stock.

ELLIOTT

The business address of Elliott is 40 West 57th Street, New York, New York 10019.

The principal business of Elliott is to purchase, sell, trade and invest in securities.

SINGER

Singer's business address is 40 West 57th Street, New York, New York 10019.  

Singer’s principal business is to serve as a general partner of Elliott and Capital Advisors, as the president of EICA, and as a managing member of Special GP.

CAPITAL ADVISORS

The business address of Capital Advisors is 40 West 57th Street, New York, New York 10019.

The principal business of Capital Advisors is the furnishing of investment advisory services.  Capital Advisors also serves as a managing member of Special GP.
 
 
 
 
 
The names, business addresses, and present principal occupation or employment of the general partners of Capital Advisors are as follows:
 
NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
 
    General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
 
Braxton Associates, Inc.
40 West 57th St.
New York, New York 10019
 
The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors
 
Elliott Asset Management LLC
40 West 57th St.
New York, New York 10019
General Partner of Capital Advisors
 
 
The name, business address, and present principal occupation or employment of the sole director and executive officer of Braxton Associates, Inc. are as follows:

NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors and President of EICA

ELLIOTT SPECIAL GP, LLC

The business address of Special GP is 40 West 57th Street, New York, New York 10019.

The principal business of Special GP is serving as a general partner of Elliott.

The names, business address, and present principal occupation or employment of the managing members of Special GP are as follows:

NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
 
General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
 
Braxton Associates, Inc.
40 West 57th St.
New York, New York 10019
The principal business of Braxton Associates, Inc. is serving as general partner of
Capital Advisors
 
    Elliott Asset Management LLC     40 West 57th St.
New York, New York 10019
General Partner of Capital Advisors
 

 
 
 
 
ELLIOTT INTERNATIONAL

The business address of Elliott International is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.

The principal business of Elliott International is to purchase, sell, trade and invest in securities.

The name, business address, and present principal occupation or employment of the general partner of Elliott International is as follows:


NAME
ADDRESS
OCCUPATION
Hambledon, Inc.
c/o Maples & Calder
P.O. Box 309
Ugland House
South Church Street George Town, Cayman Islands
British West Indies
General partner of Elliott International
 
HAMBLEDON

The name, business address, and present principal occupation or employment of the sole director and executive officer of Hambledon are as follows:
 
NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
EICA

The business address of EICA is 40 West 57th Street New York, New York 10019.

The principal business of EICA is to act as investment manager for Elliott International.

The name, business address, and present principal occupation or employment of the sole director and executive officer of EICA is as follows:

NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP


(d) and (e)During the last five years, none of the persons or entities listed above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a 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)Mr. Singer is a citizen of the United States of America.
 
ITEM 3.Source and Amount of Funds or Other Consideration.


Elliott Working Capital
$65,049,223
 
Elliott International
Working Capital
$120,805,703
 

 
 
 
 

ITEM 4.Purpose of Transaction.

Elliott believes that the Issuer is significantly undervalued and has expressed this view to the Issuer’s Board of Directors.  The Issuer occupies a mission-critical position in thousands of networks, possesses extremely loyal customers who deeply value the Issuer’s service and maintenance, and has a valuable and stable platform that is capable of producing significant profitability while generating revenue growth in its core and logically adjacent markets.  It is Elliott’s belief that the Issuer can build on these strengths and immediately increase stockholder value by implementing certain value-maximizing operational, capital structure and strategic review initiatives. Elliott believes that these initiatives will prudently, but significantly, provide a meaningful increase to the company’s valuation.  We have detailed these observations to the Board of Directors of the Issuer and look forward to a constructive dialogue.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time express their views to and/or meet with management, the Board of Directors of the Issuer, other shareholders or third parties, including, potential acquirers and financing sources, and/or formulate plans or proposals regarding the Issuer, its assets or its securities.  The Reporting Persons may take positions or make proposals with respect to potential changes in the operations, management, the certificate of incorporation and bylaws, Board of Directors composition, ownership, capital structure, dividend policy, strategy and plans of the Issuer as a means of enhancing shareholder value or may change their intention with respect to any and all matters referred to in Item 4.  Such proposals or positions may include one or more plans that relate to or would result in any of the actions required to be reported herein.

ITEM 5.Interest in Securities of the Issuer.

(a)The aggregate percentage of Shares reported owned by each person named herein is based upon 161,917,509 shares of Common Stock outstanding as of October 28, 2013, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2013.

Elliott individually beneficially owns 5,080,455 shares of Common Stock, including 2,625,000 shares of Common Stock underlying options that are exercisable within 60 days of the date hereof, constituting approximately 3.1% of all of the outstanding shares of Common Stock.  

Elliott International and EICA beneficially own an aggregate of 9,435,131 shares of Common Stock, including 4,875,000 shares of Common Stock underlying options that are exercisable within 60 days of the date hereof, constituting approximately 5.8% of all of the outstanding shares of Common Stock.  

Collectively, Elliott, Elliott International and EICA beneficially own 14,515,586 shares of Common Stock, including 7,500,000 shares of Common Stock underlying options that are exercisable within 60 days of the date hereof, constituting approximately 9.0% of all of the outstanding shares of Common Stock.
 
Collectively, Elliott, Elliott International and EICA have economic exposure to approximately 1.5% of the shares of Common Stock outstanding pursuant to Derivate Agreements, as disclosed in Item 6.

Collectively, Elliott, Elliott International and EICA have combined economic exposure and voting power in the Issuer of approximately 10.4% of the shares of Common Stock outstanding.

(b)Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by it.

Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by Elliott International.  Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.

(c)The transactions effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule 1 attached hereto.    

(d)No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott.

No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.

(e)Not applicable.

 
 
 

ITEM 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 
                Elliott (through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott) and Elliott International have entered into notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps with respect to 822,500 and 1,527,500 shares of Common Stock of the Issuer, respectively (representing economic exposure to approximately 0.51% and 0.94% of the shares of Common Stock of the Issuer, respectively).  Collectively, the Derivative Agreements held by the Reporting Persons represent the economic exposure to an interest in approximately 1.5% of the shares of Common Stock.  The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are the subject of the Derivative Agreements (such shares, the “Subject Shares”).  The Reporting Persons disclaim beneficial ownership in the Subject Shares.  The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.  

Elliott has purchased from counterparties call options that carry the right to call from such counterparties up to 2,625,000 shares of Common Stock at a price of $4.00 per Share, if such right is exercised prior to or on December 21, 2013.

Elliott International has purchased from counterparties call options that carry the right to call from such counterparties up to 4,875,000 shares of Common Stock at a price of $4.00 per Share, if such right is exercised prior to or on December 21, 2013.

Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

ITEM 7.
Material to be Filed as Exhibits.

Exhibit A - Joint Filing Agreement

Schedule 1 - Transactions of the Reporting Persons Effected During the Past 60 Days



 
 
 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.

Dated:  November 8, 2013
 
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
       By:  Braxton Associates, Inc., as General Partner  
       
       
 
By:
/s/ Elliot Greenberg
  
   
Elliot Greenberg,
  
   
Vice President
  
       
       
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
              as Attorney-in-Fact  
       
       
 
By:
/s/ Elliot Greenberg
  
   
Elliot Greenberg,
  
   
Vice President
  
       
       
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
 
       
By: /s/ Elliot Greenberg  
 
Elliot Greenberg,
  
 
Vice President
  
 
 
 
 
 


EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of Riverbed Technology, Inc. dated November 8, 2013 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.

Dated: November 8, 2013
 
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner  
       
       
 
By:
/s/ Elliot Greenberg
  
   
Elliot Greenberg,
  
   
Vice President
  
       
       
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact  
       
       
 
By:
/s/ Elliot Greenberg
  
   
Elliot Greenberg,
  
   
Vice President
  
       
       
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
 
       
By: /s/ Elliot Greenberg  
 
Elliot Greenberg,
  
 
Vice President
  
 
 
 
 

SCHEDULE 1

Transactions of the Reporting Persons Effected
During the Past 60 Days


 
The following transactions were effected by Elliott Associates, L.P. (through Liverpool) during the past sixty (60) days:
 

Date
Security
Amount of Shs.
Bought (Sold)
Approx. price ($) per Share ($) (excl. commissions)
 
07-Nov-2013
Common Stock
175,000.000000
15.310000
07-Nov-2013
Common Stock
17,500.000000
15.261300
07-Nov-2013
Common Stock
52,500.000000
15.253600
07-Nov-2013
Common Stock
45,367.000000
15.312600
07-Nov-2013
Common Stock
70,000.000000
15.257900
07-Nov-2013
Common Stock
35,000.000000
15.266300
07-Nov-2013
Common Stock
(175,000.000000)
15.200000
06-Nov-2013
Common Stock
17,500.000000
15.309100
06-Nov-2013
Common Stock
79,800.000000
15.314400
06-Nov-2013
Common Stock
6,615.000000
15.268400
06-Nov-2013
Common Stock
35,000.000000
15.295000
06-Nov-2013
Common Stock
26,250.000000
15.337300
06-Nov-2013
Common Stock
78,750.000000
15.358900
06-Nov-2013
Common Stock
17,500.000000
15.330000
05-Nov-2013
Common Stock
17,500.000000
15.250000
05-Nov-2013
Common Stock
22,419.000000
15.270000
05-Nov-2013
Common Stock
26,250.000000
15.318000
05-Nov-2013
Common Stock
87,500.000000
15.291400
04-Nov-2013
Common Stock
71,021.000000
15.273300
04-Nov-2013
Common Stock
17,500.000000
15.215300
04-Nov-2013
Common Stock
17,500.000000
15.251200
01-Nov-2013
Common Stock
113,750.000000
15.064400
31-Oct-2013
Common Stock
87,500.000000
14.849300
31-Oct-2013
Common Stock
52,500.000000
14.866700
31-Oct-2013
Common Stock
17,500.000000
14.720000
31-Oct-2013
Common Stock
88.000000
14.800000
30-Oct-2013
Common Stock
35,000.000000
14.719800
30-Oct-2013
Common Stock
70,000.000000
14.729900
30-Oct-2013
Common Stock
35,319.000000
14.729700
30-Oct-2013
Common Stock
157,500.000000
14.732200
29-Oct-2013
Common Stock
52,682.000000
14.732800
29-Oct-2013
Common Stock
115,500.000000
14.759600
29-Oct-2013
Common Stock
17,500.000000
14.770000
29-Oct-2013
Common Stock
43,750.000000
14.754500
29-Oct-2013
Common Stock
52,500.000000
14.770200
29-Oct-2013
Common Stock
8,750.000000
14.578100
29-Oct-2013
Common Stock
17,500.000000
14.680000
29-Oct-2013
Common Stock
414,538.000000
14.748000
29-Oct-2013
Common Stock
35,000.000000
14.787500
25-Oct-2013
Common Stock
26,250.000000
13.845500
25-Oct-2013
Common Stock
(1,225,000.000000)
13.890000
25-Oct-2013
Common Stock
43,750.000000
13.934600
25-Oct-2013
Common Stock
4,098.000000
13.877900
24-Oct-2013
Common Stock
5,874.000000
14.090600
24-Oct-2013
Common Stock
3,500.000000
14.161300
23-Oct-2013
Common Stock
8,750.000000
14.280000
22-Oct-2013
Common Stock
8,750.000000
14.502600
21-Oct-2013
Common Stock
8,750.000000
14.590800
18-Oct-2013
Common Stock
(182,000.000000)
14.410000
18-Oct-2013
Common Stock
(244,900.000000)
14.410000
18-Oct-2013
Common Stock
181,000.000000*
15.000000
18-Oct-2013
Common Stock
(798,000.000000)
14.410000
18-Oct-2013
Common Stock
14,000.000000
14.381200
17-Oct-2013
Common Stock
8,750.000000
14.120000
17-Oct-2013
Common Stock
1,000.000000*
15.000000
17-Oct-2013
Common Stock
8,750.000000
14.150000
16-Oct-2013
Common Stock
14,000.000000
14.170000
16-Oct-2013
Common Stock
14,000.000000
14.254700
15-Oct-2013
Common Stock
3,500.000000
14.387700
15-Oct-2013
Common Stock
17,500.000000
14.291600
14-Oct-2013
Common Stock
8,750.000000
14.237200
14-Oct-2013
Common Stock
8,750.000000
14.317300
11-Oct-2013
Common Stock
8,085.000000
14.238400
11-Oct-2013
Common Stock
4,515.000000
14.299200
10-Oct-2013
Common Stock
17,500.000000
14.407500
10-Oct-2013
Common Stock
35,000.000000
14.201600
09-Oct-2013
Common Stock
26,250.000000
14.381000
08-Oct-2013
Common Stock
4,209.000000
14.550000
03-Oct-2013
Common Stock
35,000.000000
14.442000
02-Oct-2013
Common Stock
12,250.000000
14.749700
01-Oct-2013
Common Stock
35,000.000000
14.529800
30-Sep-2013
Common Stock
17,500.000000
14.562500
30-Sep-2013
Common Stock
17,500.000000
14.500100
30-Sep-2013
Common Stock
17,500.000000
14.629100
30-Sep-2013
Common Stock
35,000.000000
14.632800
27-Sep-2013
Common Stock
8,750.000000
14.746800
27-Sep-2013
Common Stock
26,250.000000
14.737800
26-Sep-2013
Common Stock
17,500.000000
15.084300
26-Sep-2013
Common Stock
52,500.000000
14.933100
26-Sep-2013
Common Stock
17,500.000000
15.042400
26-Sep-2013
Common Stock
34,970.000000
15.015500
25-Sep-2013
Common Stock
20,855.000000
15.142000
25-Sep-2013
Common Stock
17,500.000000
15.244700
25-Sep-2013
Common Stock
17,500.000000
15.191900
25-Sep-2013
Common Stock
17,500.000000
15.200000
24-Sep-2013
Common Stock
35,000.000000
15.312100
23-Sep-2013
Common Stock
17,500.000000
15.297600
23-Sep-2013
Common Stock
8,158.000000
15.344200
23-Sep-2013
Common Stock
17,500.000000
15.334900
23-Sep-2013
Common Stock
42,000.000000
15.404300
23-Sep-2013
Common Stock
1,365.000000
15.354100
20-Sep-2013
Common Stock
125,900.000000
16.000000
20-Sep-2013
Common Stock
7,000.000000
15.622800
20-Sep-2013
Common Stock
12,950.000000*
15.699500
19-Sep-2013
Common Stock
4,830.000000
15.776400
18-Sep-2013
Common Stock
6,826.000000
15.530000
17-Sep-2013
Common Stock
1,750.000000
15.581300
17-Sep-2013
Common Stock
26,250.000000
15.500400
17-Sep-2013
Common Stock
1,750.000000
15.599000
16-Sep-2013
Common Stock
8,186.000000
15.379800
16-Sep-2013
Common Stock
17,500.000000
15.443700
16-Sep-2013
Common Stock
17,500.000000
15.422700
16-Sep-2013
Common Stock
17,500.000000
15.418900
13-Sep-2013
Common Stock
8,750.000000
15.574400
13-Sep-2013
Common Stock
8,750.000000
15.470000
11-Sep-2013
Common Stock
1,435.000000
15.308900
06-Sep-2013
Common Stock
35,000.000000
15.180700
06-Sep-2013
Common Stock
5,250.000000
15.140000
05-Sep-2013
Common Stock
8,750.000000
15.279800
04-Sep-2013
Common Stock
17,500.000000
15.389700

* Represents an exercise of options

All of the above transactions were effected on the open market, except as otherwise noted.

Transactions Effected by Elliott Associates, L.P. (through Liverpool) in Call Options at $16.00 Expiring on September 21, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
20-Sep-2013
27.000000
0.020000
Open Market
19-Sep-2013
70.000000
0.060000
Open Market
11-Sep-2013
(70.000000)
0.140000
Open Market
09-Sep-2013
(105.000000)
0.113300
Open Market


Transactions Effected by Elliott Associates, L.P. (through Liverpool) in Call Options at $16.00 Expiring on October 19, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
15-Oct-2013
236.000000
0.040000
Open Market
14-Oct-2013
88.000000
0.050000
Open Market
10-Oct-2013
34.000000
0.050000
Open Market
07-Oct-2013
(8.000000)
0.180000
Open Market
02-Oct-2013
635.000000
0.090000
Open Market
30-Sep-2013
135.000000
0.069500
Open Market
26-Sep-2013
105.000000
0.170000
Open Market
10-Sep-2013
(262.000000)
0.560000
Open Market
09-Sep-2013
(88.000000)
0.539600
Open Market
04-Sep-2013
(875.000000)
0.640000
Open Market


Transactions Effected by Elliott Associates, L.P. (through Liverpool) in Call Options at $4.00 Expiring on December 21, 2013:

 
Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
07-Nov-2013
(12,250.000000)
11.210000
OTC
25-Oct-2013
12,250.000000
9.930000
OTC
18-Oct-2013
12,250.000000
10.440000
OTC

 
Transactions Effected by Elliott Associates, L.P. (through Liverpool) in Call Options at $4.00 Expiring on January 18, 2014:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
07-Nov-2013
14,000.000000
11.230000
OTC
 
Transactions Effected by Elliott Associates, L.P. (through Liverpool) in Put Options at $15.00 Expiring on September 21, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
19-Sep-2013
26.000000
0.030000
Open Market
18-Sep-2013
92.000000
0.040000
Open Market

Transactions Effected by Elliott Associates, L.P. (through Liverpool) in Put Options at $16.00 Expiring on September 21, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
18-Sep-2013
70.000000
0.255000
Open Market
13-Sep-2013
(35.000000)
0.620000
Open Market
12-Sep-2013
(70.000000)
0.630000
Open Market


Transactions Effected by Elliott Associates, L.P. (through Liverpool) in Put Options at $15.00 Expiring on October 19, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
07-Oct-2013
(149.000000)
0.420100
Open Market
07-Oct-2013
(70.000000)
0.410000
Open Market
03-Oct-2013
(35.000000)
0.740000
Open Market
01-Oct-2013
(35.000000)
0.630000
Open Market
30-Sep-2013
(35.000000)
0.610000
Open Market
26-Sep-2013
(70.000000)
0.475000
Open Market
25-Sep-2013
(105.000000)
0.390000
Open Market
19-Sep-2013
9.000000
0.200000
Open Market
18-Sep-2013
70.000000
0.200000
Open Market
17-Sep-2013
175.000000
0.319800
Open Market
16-Sep-2013
(350.000000)
0.510000
Open Market
09-Sep-2013
(350.000000)
0.755000
Open Market
04-Sep-2013
(875.000000)
0.700000
Open Market

Transactions Effected by Elliott Associates, L.P. (through Liverpool) in Put Options at $16.00 Expiring on October 19, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
07-Oct-2013
35.000000
1.100000
Open Market
20-Sep-2013
(35.000000)
0.670000
Open Market


Transactions Effected by Elliott Associates, L.P. (through Liverpool) in Put Options at $14.00 Expiring on November 16, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
01-Nov-2013
2,620.000000
0.135900
Open Market
31-Oct-2013
805.000000
0.148800
Open Market
31-Oct-2013
4.000000
0.150000
Open Market
29-Oct-2013
70.000000
0.160000
Open Market
29-Oct-2013
35.000000
0.160000
Open Market
28-Oct-2013
(35.000000)
0.910000
Open Market
25-Oct-2013
(892.000000)
0.870000
Open Market
24-Oct-2013
(332.000000)
0.831600
Open Market
22-Oct-2013
(525.000000)
0.700200
Open Market
18-Oct-2013
(66.000000)
0.740000
Open Market
17-Oct-2013
(525.000000)
0.870000
Open Market
16-Oct-2013
241.000000
0.826400
Open Market
15-Oct-2013
(525.000000)
0.840000
Open Market
10-Oct-2013
(825.000000)
0.900100
Open Market
10-Oct-2013
(50.000000)
0.900700
Open Market
 
 
The following transactions were effected by Elliott International, L.P. during the past sixty (60) days:


Date
Security
Amount of Shs.
Bought (Sold)
Approx. price ($) per Share ($) (excl. commissions)
 
07-Nov-2013
Common Stock
(325,000.000000)
15.200000
07-Nov-2013
Common Stock
325,000.000000
15.310000
07-Nov-2013
Common Stock
65,000.000000
15.266300
07-Nov-2013
Common Stock
97,500.000000
15.253600
07-Nov-2013
Common Stock
130,000.000000
15.257900
07-Nov-2013
Common Stock
32,500.000000
15.261300
07-Nov-2013
Common Stock
84,254.000000
15.312600
06-Nov-2013
Common Stock
32,500.000000
15.330000
06-Nov-2013
Common Stock
65,000.000000
15.295000
06-Nov-2013
Common Stock
32,500.000000
15.309100
06-Nov-2013
Common Stock
148,200.000000
15.314400
06-Nov-2013
Common Stock
48,750.000000
15.337300
06-Nov-2013
Common Stock
12,285.000000
15.268400
06-Nov-2013
Common Stock
146,250.000000
15.358900
05-Nov-2013
Common Stock
41,636.000000
15.270000
05-Nov-2013
Common Stock
32,500.000000
15.250000
05-Nov-2013
Common Stock
48,750.000000
15.318000
05-Nov-2013
Common Stock
162,500.000000
15.291400
04-Nov-2013
Common Stock
32,500.000000
15.215300
04-Nov-2013
Common Stock
32,500.000000
15.251200
04-Nov-2013
Common Stock
131,895.000000
15.273300
01-Nov-2013
Common Stock
211,250.000000
15.064400
31-Oct-2013
Common Stock
162,500.000000
14.849300
31-Oct-2013
Common Stock
97,500.000000
14.866700
31-Oct-2013
Common Stock
162.000000
14.800000
31-Oct-2013
Common Stock
32,500.000000
14.720000
30-Oct-2013
Common Stock
130,000.000000
14.729900
30-Oct-2013
Common Stock
65,000.000000
14.719800
30-Oct-2013
Common Stock
65,592.000000
14.729700
30-Oct-2013
Common Stock
292,500.000000
14.732200
29-Oct-2013
Common Stock
32,500.000000
14.770000
29-Oct-2013
Common Stock
32,500.000000
14.680000
29-Oct-2013
Common Stock
214,500.000000
14.759600
29-Oct-2013
Common Stock
16,250.000000
14.578100
29-Oct-2013
Common Stock
65,000.000000
14.787500
29-Oct-2013
Common Stock
81,250.000000
14.754500
29-Oct-2013
Common Stock
97,838.000000
14.732800
29-Oct-2013
Common Stock
97,500.000000
14.770200
29-Oct-2013
Common Stock
769,856.000000
14.748000
25-Oct-2013
Common Stock
48,750.000000
13.845500
25-Oct-2013
Common Stock
81,250.000000
13.934600
25-Oct-2013
Common Stock
(2,275,000.000000)
13.890000
25-Oct-2013
Common Stock
7,611.000000
13.877900
24-Oct-2013
Common Stock
10,910.000000
14.090600
24-Oct-2013
Common Stock
6,500.000000
14.161300
23-Oct-2013
Common Stock
16,250.000000
14.280000
22-Oct-2013
Common Stock
16,250.000000
14.502600
21-Oct-2013
Common Stock
16,250.000000
14.590800
18-Oct-2013
Common Stock
(1,482,000.000000)
14.410000
18-Oct-2013
Common Stock
26,000.000000
14.381200
18-Oct-2013
Common Stock
336,500.000000*
15.000000
18-Oct-2013
Common Stock
(338,000.000000)
14.410000
18-Oct-2013
Common Stock
(455,100.000000)
14.410000
17-Oct-2013
Common Stock
16,250.000000
14.120000
17-Oct-2013
Common Stock
1,500.000000*
15.000000
17-Oct-2013
Common Stock
16,250.000000
14.150000
16-Oct-2013
Common Stock
26,000.000000
14.170000
16-Oct-2013
Common Stock
26,000.000000
14.254700
15-Oct-2013
Common Stock
6,500.000000
14.387700
15-Oct-2013
Common Stock
32,500.000000
14.291600
14-Oct-2013
Common Stock
16,250.000000
14.237200
14-Oct-2013
Common Stock
16,250.000000
14.317300
11-Oct-2013
Common Stock
8,385.000000
14.299200
11-Oct-2013
Common Stock
15,015.000000
14.238400
10-Oct-2013
Common Stock
65,000.000000
14.201600
10-Oct-2013
Common Stock
32,500.000000
14.407500
09-Oct-2013
Common Stock
48,750.000000
14.381000
08-Oct-2013
Common Stock
7,817.000000
14.550000
03-Oct-2013
Common Stock
65,000.000000
14.442000
02-Oct-2013
Common Stock
22,750.000000
14.749700
01-Oct-2013
Common Stock
65,000.000000
14.529800
30-Sep-2013
Common Stock
32,500.000000
14.500100
30-Sep-2013
Common Stock
32,500.000000
14.562500
30-Sep-2013
Common Stock
32,500.000000
14.629100
30-Sep-2013
Common Stock
65,000.000000
14.632800
27-Sep-2013
Common Stock
16,250.000000
14.746800
27-Sep-2013
Common Stock
48,750.000000
14.737800
26-Sep-2013
Common Stock
64,945.000000
15.015500
26-Sep-2013
Common Stock
97,500.000000
14.933100
26-Sep-2013
Common Stock
32,500.000000
15.042400
26-Sep-2013
Common Stock
32,500.000000
15.084300
25-Sep-2013
Common Stock
32,500.000000
15.191900
25-Sep-2013
Common Stock
38,730.000000
15.142000
25-Sep-2013
Common Stock
32,500.000000
15.200000
25-Sep-2013
Common Stock
32,500.000000
15.244700
24-Sep-2013
Common Stock
65,000.000000
15.312100
23-Sep-2013
Common Stock
32,500.000000
15.334900
23-Sep-2013
Common Stock
15,151.000000
15.344200
23-Sep-2013
Common Stock
78,000.000000
15.404300
23-Sep-2013
Common Stock
2,535.000000
15.354100
23-Sep-2013
Common Stock
32,500.000000
15.297600
20-Sep-2013
Common Stock
13,000.000000
15.622800
20-Sep-2013
Common Stock
24,050.000000
15.699500
20-Sep-2013
Common Stock
234,100.000000*
16.000000
19-Sep-2013
Common Stock
8,970.000000
15.776400
18-Sep-2013
Common Stock
12,677.000000
15.530000
17-Sep-2013
Common Stock
3,250.000000
15.581300
17-Sep-2013
Common Stock
48,750.000000
15.500400
17-Sep-2013
Common Stock
3,250.000000
15.599000
16-Sep-2013
Common Stock
32,500.000000
15.418900
16-Sep-2013
Common Stock
15,202.000000
15.379800
16-Sep-2013
Common Stock
32,500.000000
15.443700
16-Sep-2013
Common Stock
32,500.000000
15.422700
13-Sep-2013
Common Stock
16,250.000000
15.470000
13-Sep-2013
Common Stock
16,250.000000
15.574400
11-Sep-2013
Common Stock
2,665.000000
15.308900
06-Sep-2013
Common Stock
9,750.000000
15.140000
06-Sep-2013
Common Stock
65,000.000000
15.180700
05-Sep-2013
Common Stock
16,250.000000
15.279800
04-Sep-2013
Common Stock
32,500.000000
15.389700
 
* Represents an exercise of options.

All of the above transactions were effected on the open market, except as otherwise noted.


Transactions Effected by Elliott International, L.P. in Call Options at $16.00 Expiring on September 21, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
20-Sep-2013
51.000000
0.020000
Open Market
19-Sep-2013
130.000000
0.060000
Open Market
11-Sep-2013
(130.000000)
0.140000
Open Market
09-Sep-2013
(195.000000)
0.113300
Open Market

 
Transactions Effected by Elliott International, L.P. in Call Options at $16.00 Expiring on October 19, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
15-Oct-2013
442.000000
0.040000
Open Market
14-Oct-2013
162.000000
0.050000
Open Market
10-Oct-2013
62.000000
0.050000
Open Market
07-Oct-2013
(16.000000)
0.180000
Open Market
02-Oct-2013
1,178.000000
0.090000
Open Market
30-Sep-2013
252.000000
0.069500
Open Market
26-Sep-2013
195.000000
0.170000
Open Market
10-Sep-2013
(488.000000)
0.560000
Open Market
09-Sep-2013
(162.000000)
0.539600
Open Market
04-Sep-2013
(1,625.000000)
0.640000
Open Market

Transactions Effected by Elliott International, L.P. in Call Options at $4.00 Expiring on December 21, 2013:

Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
07-Nov-2013
(22,750.000000)  
11.210000
OTC
25-Oct-2013
22,750.000000   
9.930000
OTC
18-Oct-2013
22,750.000000   
10.440000
OTC
 
 
Transactions Effected by Elliott International, L.P. in Call Options at $4.00 Expiring on January 18, 2014:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
07-Nov-2013
26,000.000000  
11.230000
OTC

Transactions Effected by Elliott International, L.P. in Put Options at $15.00 Expiring on September 21, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
19-Sep-2013
48.000000
0.030000
Open Market
18-Sep-2013
170.000000
0.040000
Open Market

Transactions Effected by Elliott International, L.P. in Put Options at $16.00 Expiring on September 21, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
18-Sep-2013
130.000000
0.255000
Open Market
13-Sep-2013
(65.000000)
0.620000
Open Market
12-Sep-2013
(130.000000)
0.630000
Open Market


Transactions Effected by Elliott International, L.P. in Put Options at $15.00 Expiring on October 19, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
07-Oct-2013
(130.000000)
0.420100
Open Market
07-Oct-2013
(276.000000)
0.410000
Open Market
03-Oct-2013
(65.000000)
0.740000
Open Market
01-Oct-2013
(65.000000)
0.630000
Open Market
30-Sep-2013
(65.000000)
0.610000
Open Market
26-Sep-2013
(130.000000)
0.475000
Open Market
25-Sep-2013
(195.000000)
0.390000
Open Market
19-Sep-2013
16.000000
0.200000
Open Market
18-Sep-2013
130.000000
0.200000
Open Market
17-Sep-2013
325.000000
0.319800
Open Market
16-Sep-2013
(650.000000)
0.510000
Open Market
09-Sep-2013
(650.000000)
0.755000
Open Market
04-Sep-2013
(1,625.000000)
0.700000
Open Market

Transactions Effected by Elliott International, L.P. in Put Options at $16.00 Expiring on October 19, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
07-Oct-2013
65.000000
1.100000
Open Market
20-Sep-2013
(65.000000)
0.670000
Open Market


Transactions Effected by Elliott International, L.P. in Put Options at $14.00 Expiring on November 16, 2013:


Date of transaction
Amount of securities
Bought/
(Sold)
Price ($) per share or unit (excluding commissions)
Where and how the transaction was effected
01-Nov-2013
4,868.000000
0.135900
Open Market
31-Oct-2013
8.000000
0.148800
Open Market
31-Oct-2013
1,495.000000
0.150000
Open Market
29-Oct-2013
65.000000
0.160000
Open Market
29-Oct-2013
130.000000
0.160000
Open Market
28-Oct-2013
(65.000000)
0.910000
Open Market
25-Oct-2013
(1,658.000000)
0.870000
Open Market
24-Oct-2013
(618.000000)
0.831600
Open Market
22-Oct-2013
(975.000000)
0.700200
Open Market
18-Oct-2013
(123.000000)
0.740000
Open Market
17-Oct-2013
(975.000000)
0.870000
Open Market
16-Oct-2013
448.000000
0.826400
Open Market
15-Oct-2013
(975.000000)
0.840000
Open Market
10-Oct-2013
(1,532.000000)
0.900100
Open Market
10-Oct-2013
(93.000000)
0.900700
Open Market