1
|
NAME OF REPORTING PERSON
Raging Capital 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
- 0 -
|
|
8
|
SHARED VOTING POWER
1,944,595
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,944,595
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,944,595
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Raging Capital Management, 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
1,944,595
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,944,595
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,944,595
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
William C. Martin
|
||
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
1,944,595
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,944,595
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,944,595
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
||
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.
|
Exhibit No.
|
Description
|
|
99.1
|
Joint Filing Agreement by and among Raging Capital Master Fund, Ltd., Raging Capital Management, LLC and William C. Martin, dated October 13, 2015.
|
|
99.2
|
Powers of Attorney.
|
Dated: October 13, 2015
|
Raging Capital Master Fund, Ltd.
|
||
By:
|
Raging Capital Management, LLC
Investment Manager
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Chief Financial Officer
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Chief Financial Officer
|
/s/ Frederick C. Wasch
|
|
Frederick C. Wasch as attorney-in-fact for William C. Martin
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
William C. Martin, Director
|
Chairman, Chief Investment
Officer and Managing Member of Raging Capital Management, LLC |
c/o Raging Capital Management, LLC
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
|
Don Ebanks, Director
|
Independent Director for a
variety of hedge funds and related structures |
c/o DMS Offshore Investment Services
dms House
2nd Floor
P.O. Box 314
George Town
Grand Cayman KY1-1104
Cayman Islands
|
Wade Kenny, Director
|
Independent Director for a
variety of hedge funds and related structures |
c/o DMS Offshore Investment Services
dms House
2nd Floor
P.O. Box 314
George Town
Grand Cayman KY1-1104
Cayman Islands
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
William C. Martin,
Chairman, Chief Investment
Officer and Managing Member |
Chairman, Chief Investment
Officer and Managing Member of Raging Capital Management, LLC |
c/o Raging Capital Management, LLC
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
|
Frederick C. Wasch,
Chief Financial Officer
|
Chief Financial Officer of
Raging Capital Management, LLC |
c/o Raging Capital Management, LLC
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
|
Class of
Security
|
Securities
Purchased / Sold
|
Price ($)
|
Date of
Purchase / Sale
|
Ordinary Shares
|
25,712
|
19.9664
|
08/13/2015
|
Ordinary Shares
|
25,000
|
20.5868
|
08/14/2015
|
Ordinary Shares
|
10,480
|
20.9706
|
08/17/2015
|
Ordinary Shares
|
5,000
|
21.3580
|
08/18/2015
|
Ordinary Shares
|
2,400
|
21.8068
|
08/19/2015
|
Ordinary Shares
|
6,321
|
21.2349
|
08/20/2015
|
Ordinary Shares
|
50,000
|
21.4852
|
08/21/2015
|
Ordinary Shares
|
75,000
|
20.7887
|
08/24/2015
|
Ordinary Shares
|
4,882
|
21.6446
|
08/27/2015
|
Ordinary Shares
|
7,500
|
22.6320
|
08/28/2015
|
November 2015 Put Option
($25 Strike Price)
|
252
|
0.8183
|
10/07/2015
|
January 2016 Put Option
($25 Strike Price)
|
47
|
0.7798
|
10/07/2015
|
November 2015 Put Option
($25 Strike Price)
|
5,252
|
0.8500
|
10/07/2015
|
November 2015 Put Option
($25 Strike Price)
|
4,748
|
0.8500
|
10/07/2015
|
January 2016 Put Option
($25 Strike Price)
|
9,146
|
1.2500
|
10/08/2015
|
January 2016 Put Option
($20 Strike Price)
|
(9,146)
|
0.1000
|
10/08/2015
|
Dated: October 13, 2015
|
Raging Capital Master Fund, Ltd.
|
||
By:
|
Raging Capital Management, LLC
Investment Manager
|
||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Chief Financial Officer
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ Frederick C. Wasch
|
||
Name:
|
Frederick C. Wasch
|
||
Title:
|
Chief Financial Officer
|
/s/ Frederick C. Wasch
|
|
Frederick C. Wasch as attorney-in-fact for William C. Martin
|
Raging Capital Management, LLC
|
|||
By:
|
/s/ William C. Martin
|
||
Name:
|
William C. Martin
|
||
Title:
|
Managing Member
|
/s/ William C. Martin
|
|
William C. Martin
|
/s/ William C. Martin
|
|
William C. Martin
|