1
|
NAME OF REPORTING PERSON
LAKEWOOD CAPITAL PARTNERS, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,076,530
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,076,530
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,076,530*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
LAKEWOOD CAPITAL OFFSHORE FUND, LTD.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,076,530
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,076,530
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,076,530*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
LAKEWOOD CAPITAL ADVISORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,076,530
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,076,530
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,076,530*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
LAKEWOOD CAPITAL MANAGEMENT, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,076,530
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,076,530
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,076,530*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
LAKEWOOD CAPITAL MANAGEMENT (GP), LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,076,530
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,076,530
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,076,530*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
BOZZA JACKSON HOLDINGS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,076,530
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,076,530
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,076,530*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
ANTHONY T. BOZZA
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
2,076,530
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,076,530
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,076,530*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
WILLIAM H. LENEHAN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
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
4,788
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
4,788
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,788*
|
||
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
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Lakewood Capital Partners
|
|
(a)
|
As of the close of business on December 29, 2014, Lakewood Capital Partners beneficially owned 2,076,530 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,076,530
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,076,530
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in securities of the Issuer by Lakewood Capital Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Lakewood Capital Offshore
|
|
(a)
|
Lakewood Capital Offshore, as a feeder fund of Lakewood Capital Partners, may be deemed the beneficial owner of the 2,076,530 Shares owned by Lakewood Capital Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,076,530
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,076,530
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lakewood Capital Offshore has not entered into any transactions in securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
Lakewood Capital Advisors
|
|
(a)
|
Lakewood Capital Advisors, as the general partner of Lakewood Capital Partners, may be deemed the beneficial owner of the 2,076,530 Shares owned by Lakewood Capital Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,076,530
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,076,530
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lakewood Capital Advisors has not entered into any transactions in securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Lakewood Capital Management
|
|
(a)
|
Lakewood Capital Management, as the investment manager of Lakewood Capital Partners, may be deemed the beneficial owner of the 2,076,530 Shares owned by Lakewood Capital Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,076,530
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,076,530
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lakewood Capital Management has not entered into any transactions in securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Lakewood Capital GP
|
|
(a)
|
Lakewood Capital GP, as the general partner of Lakewood Capital Management, may be deemed the beneficial owner of the 2,076,530 Shares owned by Lakewood Capital Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,076,530
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,076,530
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lakewood Capital GP has not entered into any transactions in securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Bozza Holdings, as the managing member of Lakewood Capital Advisors, may be deemed the beneficial owner of the 2,076,530 Shares owned by Lakewood Capital Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,076,530
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,076,530
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Bozza Holdings has not entered into any transactions in securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
G.
|
Mr. Bozza
|
|
(a)
|
Mr. Bozza, as the managing member of each of Lakewood Capital GP and Bozza Holdings, may be deemed the beneficial owner of the 2,076,530 Shares owned by Lakewood Capital Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,076,530
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,076,530
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Bozza has not entered into any transactions in securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 29, 2014, Mr. Lenehan beneficially owned 4,788 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 4,788
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 4,788
|
|
(c)
|
Mr. Lenehan has not entered into any transactions in securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Lakewood Capital Partners, LP
|
|||
By:
|
Lakewood Capital Advisors, LLC
General Partner
|
||
By:
|
Bozza Jackson Holdings, LLC
Managing Member
|
||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
Lakewood Capital Offshore Fund, Ltd.
|
|||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Director
|
Lakewood Capital Advisors, LLC
|
|||
By:
|
Bozza Jackson Holdings, LLC
Managing Member
|
||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
Lakewood Capital Management, LP
|
|||
By:
|
Lakewood Capital Management (GP), LLC
General Partner
|
||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
Lakewood Capital Management (GP), LLC
|
|||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
Bozza Jackson Holdings, LLC
|
|||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
/s/ Anthony T. Bozza
|
|
ANTHONY T. BOZZA
Individually and as attorney-in-fact for William H. Lenehan
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price Per Share ($)
|
Date of
Purchase/Sale
|
Purchase of Common Stock
|
180,400
|
24.4265
|
12/17/2014
|
Sale Of Cash-Settled Swap1
|
(167,618)
|
24.4056
|
12/17/2014
|
Purchase of Common Stock
|
97,800
|
24.6614
|
12/18/2014
|
Sale Of Cash-Settled Swap1
|
(99,372)
|
24.6429
|
12/18/2014
|
Purchase of Common Stock
|
141,698
|
24.8131
|
12/19/2014
|
Sale Of Cash-Settled Swap1
|
(144,618)
|
24.7771
|
12/19/2014
|
Purchase of Common Stock
|
74,700
|
24.8529
|
12/22/2014
|
Sale Of Cash-Settled Swap1
|
(77,506)
|
24.8371
|
12/22/2014
|
Purchase of Common Stock
|
54,200
|
25.0925
|
12/23/2014
|
Sale Of Cash-Settled Swap1
|
(55,156)
|
25.0740
|
12/23/2014
|
Purchase of Common Stock
|
43,000
|
25.0381
|
12/24/2014
|
Sale Of Cash-Settled Swap1
|
(44,341)
|
25.0223
|
12/24/2014
|
Purchase of Common Stock
|
58,800
|
25.2312
|
12/26/2014
|
Sale Of Cash-Settled Swap1
|
(59,080)
|
25.2104
|
12/26/2014
|
Purchase of Common Stock
|
82,700
|
25.0847
|
12/29/2014
|
Sale Of Cash-Settled Swap1
|
(79,601)
|
25.0724
|
12/29/2014
|