0000921895-13-001990.txt : 20131007 0000921895-13-001990.hdr.sgml : 20131007 20131007172356 ACCESSION NUMBER: 0000921895-13-001990 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131007 DATE AS OF CHANGE: 20131007 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEACHANGE INTERNATIONAL INC CENTRAL INDEX KEY: 0001019671 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 043197974 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49081 FILM NUMBER: 131139811 BUSINESS ADDRESS: STREET 1: 50 NAGOG PARK CITY: ACTON STATE: MA ZIP: 01720 BUSINESS PHONE: 9788970100 MAIL ADDRESS: STREET 1: 50 NAGOG PARK CITY: ACTON STATE: MA ZIP: 01720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da906297078_10032013.htm AMENDMENT NO. 9 TO THE SCHEDULE 13D sc13da906297078_10032013.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 9)1

SeaChange International, Inc.
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

811699107
(CUSIP Number)
 
JEFFREY C. SMITH
STARBOARD VALUE LP
830 Third Avenue, 3rd Floor
New York, New York 10022
(212) 845-7977
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 3, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 (“Act”) 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).
 
 
 
 
CUSIP NO. 811699107
 
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
 
1,352,615
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,352,615
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,352,615
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.12%
14
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. 811699107
 
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
 
19,165
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
19,165
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
19,165
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

 
3
 
CUSIP NO. 811699107
 
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
 
1,620,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,620,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.93%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 811699107
 
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
 
1,620,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,620,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.93%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 811699107
 
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
 
1,620,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,620,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.93%
14
TYPE OF REPORTING PERSON
 
PN

 
6
 
CUSIP NO. 811699107
 
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
 
1,620,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,620,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.93%
14
TYPE OF REPORTING PERSON
 
OO

 
7
 
CUSIP NO. 811699107
 
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
 
1,620,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,620,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.93%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 811699107
 
1
NAME OF REPORTING PERSON
 
MARK 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
 
1,620,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,620,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,620,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.93%
14
TYPE OF REPORTING PERSON
 
IN

 
9
 
CUSIP NO. 811699107
 
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
 
20,000
8
SHARED VOTING POWER
 
1,620,000
9
SOLE DISPOSITIVE POWER
 
20,000
10
SHARED DISPOSITIVE POWER
 
1,620,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,640,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.99%
14
TYPE OF REPORTING PERSON
 
IN

 
10
 
CUSIP NO. 811699107
 
The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”).  This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by each of Starboard V&O Fund and Starboard LLC and held in the Starboard Value LP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase price of the 1,352,615 Shares beneficially owned by Starboard V&O Fund is approximately $9,458,488, excluding brokerage commissions.  The aggregate purchase price of the 19,165 Shares beneficially owned by Starboard LLC is approximately $151,585, excluding brokerage commissions.  The aggregate purchase price of the 248,220 Shares held in the Starboard Value LP Accounts is approximately $1,956,795, excluding brokerage commissions.
 
The 20,000 Shares owned personally by Peter A. Feld represent vested restricted stock units (RSUs) that were granted to Mr. Feld as compensation for his service on the Board of Directors of the Issuer (the “Board”).
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 32,867,494 Shares outstanding, as of September 5, 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 September 9, 2013.
 
A.  
Starboard V&O Fund
 
(a)  
As of the close of business on October 4, 2013, Starboard V&O Fund beneficially owned 1,352,615 Shares.
 
Percentage: Approximately 4.12%.
 
(b)  
1. Sole power to vote or direct vote: 1,352,615
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,352,615
 
4. Shared power to dispose or direct the disposition: 0

(c)  
The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 8 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
B.  
Starboard LLC
 
(a)  
As of the close of business on October 4, 2013, Starboard LLC beneficially owned 19,165 Shares.
 
 
11
 
CUSIP NO. 811699107
 
Percentage: Less than 1%.
 
(b)  
1. Sole power to vote or direct vote: 19,165
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 19,165
 
4. Shared power to dispose or direct the disposition: 0

(c)  
The transactions in the Shares by Starboard LLC since the filing of Amendment No. 8 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
C.  
Starboard Value LP
 
(a)  
As of the close of business on October 4, 2013, 248,220 Shares were held in the Starboard Value LP Accounts.  Starboard Value LP, as the investment manager of Starboard V&O Fund and the manager of Starboard LLC, may be deemed the beneficial owner of the (i) 1,352,615 Shares owned by Starboard V&O Fund, (ii) 19,165 Shares owned by Starboard LLC and (iii) 248,220 Shares held in the Starboard Value LP Accounts.
 
Percentage: Approximately 4.93%.
 
(b)  
1. Sole power to vote or direct vote: 1,620,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,620,000
 
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 Accounts and on behalf of each of Starboard V&O Fund and Starboard LLC since the filing of Amendment No. 8 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
D.  
Starboard Value GP
 
(a)  
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,352,615 Shares owned by Starboard V&O Fund, (ii) 19,165 Shares owned by Starboard LLC and (iii) 248,220 Shares held in the Starboard Value LP Accounts.
 
Percentage: Approximately 4.93%.
 
(b)  
1. Sole power to vote or direct vote: 1,620,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,620,000
 
4. Shared power to dispose or direct the disposition: 0

(c)  
Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 8 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund and Starboard LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 8 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
12
 
CUSIP NO. 811699107
 
E.  
Principal Co
 
(a)  
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,352,615 Shares owned by Starboard V&O Fund, (ii) 19,165 Shares owned by Starboard LLC and (iii) 248,220 Shares held in the Starboard Value LP Accounts.
 
Percentage: Approximately 4.93%.
 
(b)  
1. Sole power to vote or direct vote: 1,620,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,620,000
 
4. Shared power to dispose or direct the disposition: 0

(c)  
Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 8 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund and Starboard LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 8 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
F.  
Principal GP
 
(a)  
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,352,615 Shares owned by Starboard V&O Fund, (ii) 19,165 Shares owned by Starboard LLC and (iii) 248,220 Shares held in the Starboard Value LP Accounts.
 
Percentage: Approximately 4.93%.
 
(b)  
1. Sole power to vote or direct vote: 1,620,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,620,000
 
4. Shared power to dispose or direct the disposition: 0

(c)  
Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 8 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund and Starboard LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 8 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
G.  
Messrs. Smith and Mitchell
 
(a)  
Each of Messrs. Smith and 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, may be deemed the beneficial owner of the (i) 1,352,615 Shares owned by Starboard V&O Fund, (ii) 19,165 Shares owned by Starboard LLC and (iii) 248,220 Shares held in the Starboard Value LP Accounts.
 
Percentage: Approximately 4.93%.
 
(b)  
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,620,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,620,000
 
 
13
 
CUSIP NO. 811699107
 
(c)  
None of Messrs. Smith or Mitchell has entered into any transactions in the Shares since the filing of Amendment No. 8 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund and Starboard LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 8 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
H.  
Mr. Feld
 
(a)  
As of the close of business on October 4, 2013, Mr. Feld beneficially owned 20,000 vested RSUs.  Mr. 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) 1,352,615 Shares owned by Starboard V&O Fund, (ii) 19,165 Shares owned by Starboard LLC and (iii) 248,220 Shares held in the Starboard Value LP Accounts.
 
Percentage: Approximately 4.99%.
 
(b)  
1. Sole power to vote or direct vote: 20,000
 
2. Shared power to vote or direct vote: 1,620,000
 
3. Sole power to dispose or direct the disposition: 20,000
 
4. Shared power to dispose or direct the disposition: 1,620,000

(c)  
Mr. Feld has not entered into any transactions in the Shares since the filing of Amendment No. 8 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund and Starboard LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 8 to the Schedule 13D are set forth in Schedule A 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)  
As of October 4, 2013, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
 
 
14
 
CUSIP NO. 811699107
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  October 7, 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 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

 
 
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
 
 
15
 
CUSIP NO. 811699107
 
SCHEDULE A
 
Transactions in the Shares Since the Filing of Amendment No. 8 to the Schedule 13D
 
Shares of Common Stock
Purchased /(Sold)
Price Per
Share($)
Date of
Purchase /Sale
 
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
 
(37,573)
  
11.6819
10/01/2013
(20,874)
  
11.6221
10/02/2013
(138,736)
  
13.0252
10/03/2013
(140,105)
  
12.5289
10/03/2013
(83,495)
  
13.0408
10/04/2013
(67,663)
  
13.0020
10/04/2013
 
STARBOARD VALUE AND OPPORTUNITY S LLC
 
(532)
  
11.6819
10/01/2013
(296)
  
11.6221
10/02/2013
(1,966)
  
13.0252
10/03/2013
(1,985)
  
12.5289
10/03/2013
(1,183)
  
13.0408
10/04/2013
(959)
  
13.0020
10/04/2013
 
STARBOARD VALUE LP
(Through the Starboard Value LP Accounts)
 
(6,895)
  
11.6819
10/01/2013
(3,830)
  
11.6221
10/02/2013
(25,459)
  
13.0252
10/03/2013
(25,710)
  
12.5289
10/03/2013
(15,322)
  
13.0408
10/04/2013
(12,417)
  
13.0020
10/04/2013