SC 13D/A 1 p11-1515sc13da.htm MENTOR GRAPHICS CORPORATION p11-1515sc13da.htm
 
SECURITIES AND EXCHANGE COMMISSION
 
   
Washington, D.C. 20549
 
_______________
 
   
SCHEDULE 13D/A
(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)
 
Under the Securities Exchange Act of 1634
(Amendment No. 7)*
 
Mentor Graphics Corporation
(Name of Issuer)
 
Common Stock, without par value
(Title of Class of Securities)
 
587200106
(CUSIP Number)
 
Casablanca Capital LLC
450 Park Avenue, Suite 1403
New York, NY 10022
Attn: Douglas Taylor
(212) 759-5626
 
with a copy to:
David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
August 12, 2011
(Date of Event which Requires
Filing of this Schedule)

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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  o

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.
 
(Continued on following pages)
 
(Page 1 of 16 Pages)
 
 
 
 

 
 
--------------------------
* 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 1634 ("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.  587200106
 
SCHEDULE 13D/A
Page 2 of 16 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Casablanca Special Opportunities Fund I, LLC
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 PROCEEDING 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
581,102
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
581,102
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
581,102
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.5%
14
TYPE OF REPORTING PERSON
OO



 
 

 
CUSIP No.  587200106
 
SCHEDULE 13D/A
Page 3 of 16 Pages



1
NAME OF REPORTING PERSON
Casablanca Capital I LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
581,102
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
581,102
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
581,102
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.5%
14
TYPE OF REPORTING PERSON*
IA, OO



 
 

 
CUSIP No  587200106
 
SCHEDULE 13D/A
Page 4 of 16 Pages



1
NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Casablanca Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO, AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
809,840
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
809,840
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
809,840
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
14
TYPE OF REPORTING PERSON*
IA, OO


 
 

 
CUSIP No  587200106
 
SCHEDULE 13D/A
Page 5 of 16 Pages



1
NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Donald G. Drapkin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
PF, OO, AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
39,822
8
SHARED VOTING POWER
809,840
9
SOLE DISPOSITIVE POWER
39,822
10
SHARED DISPOSITIVE POWER
809,840
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
849,662
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.8%
14
TYPE OF REPORTING PERSON*
IN


 
 

 
CUSIP No  587200106
 
SCHEDULE 13D/A
Page 6 of 16 Pages



1
NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Douglas Taylor
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO, AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
809,840
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
809,840
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
809,840
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
14
TYPE OF REPORTING PERSON*
IN

 

 
 

 
CUSIP No  587200106
 
SCHEDULE 13D/A
 
Page 7 of 16 Pages



1
NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Francisco D’Agostino
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO, AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
846,140
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
846,140
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
846,140
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.8%
14
TYPE OF REPORTING PERSON*
IN


 
 

 
CUSIP No  587200106
 
SCHEDULE 13D/A
Page 8 of 16 Pages



1
NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Element Multi Strategy Fund Ltd.
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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
36,300
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
36,300
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
36,300
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.0%
14
TYPE OF REPORTING PERSON*
CO
 
 
 
 
 

 
 
CUSIP No  587200106
 
SCHEDULE 13D/A
Page 9 of 16 Pages
 
 
     1
NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Element Capital Advisors Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
36,300
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
36,300
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
36,300
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.0%
14
TYPE OF REPORTING PERSON*
IA, CO


 
 

 
CUSIP No  587200106
 
SCHEDULE 13D/A
Page 10 of 16 Pages



1
NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation
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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Alberta, Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
6,268,857
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
6,268,857
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,268,857
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
5.6%
14
TYPE OF REPORTING PERSON*
IA, OO


 
 

 
CUSIP No  587200106
 
SCHEDULE 13D/A
Page 11 of 16 Pages



This Amendment No. 7 to Schedule 13D amends and supplements the Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission on February 3, 2011, Amendment No. 1 filed with the Securities and Exchange Commission on February 8, 2011 ("Amendment 1"), Amendment No. 2 filed with the Securities and Exchange Commission on February 14, 2011 ("Amendment 2"), Amendment No. 3 filed with the Securities and Exchange Commission on March 10, 2011 ("Amendment 3"), Amendment No. 4 filed with the Securities and Exchange Commission on March 14, 2011 ("Amendment 4"), Amendment No. 5 filed with the Securities and Exchange Commission on April 1, 2011 ("Amendment 5") and Amendment No. 6 filed with the Securities and Exchange Commission on April 26, 2011 ("Amendment 6" and together with the Original Schedule 13D, Amendment 1, Amendment 2, Amendment 3, Amendment 4, Amendment 5 and this Amendment No. 7, the "Schedule 13D"), with respect to the common shares (the "Shares"), without par value per share, of Mentor Graphics Corporation. Except as set forth herein the Schedule 13D is unmodified.
 
 
Item 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
The Reporting Persons used approximately $83,034,961 (including brokerage commissions) in the aggregate to purchase the Shares reported in this Schedule 13D.
 
The source of the funds used to acquire the Shares being reported held by (i) the Casablanca Fund was the working capital of the Casablanca Fund, (ii) the Managed Accounts was the assets of the investment advisory clients of Casablanca, (iii) Mr. Drapkin was his personal funds, (iv) the Element Fund was the working capital of the Element Fund, and (v) AIMCo on behalf of investment management clients was the assets of such clients. In addition, none of the proceeds used to purchase the Shares were provided through borrowings of any nature.  The funds obtained by the Casablanca Fund and the Managed Accounts for acquiring the Shares were obtained for the purpose of acquiring or holding such securities

Item 4.
PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is amended and supplemented to add the following information for updating as of the date hereof:

Representatives of the Reporting Persons have engaged, and expect to continue to engage, in discussions with management and members of the Board of the Issuer to discuss the Issuer's business, operations, management, strategic direction, governance and other matters.


Item 5.
INTEREST IN SECURITIES OF THE ISSUER.

Item 5(a), Item 5(b) and Item 5(c) of the Schedule 13D are hereby amended and restated as follows:

(a) and (b)
 
The aggregate number and percentage of Shares to which this Schedule 13D relates is 7,154,819 Shares of the common stock of the Issuer, constituting approximately 6.4% of the 111,073,739 Shares outstanding as of June 3, 2011, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on June 7, 2011.
 
 
 
 

 
 
 
CUSIP No  587200106
 
SCHEDULE 13D/A
Page 12 of 16 Pages
 
(i)
the Casablanca Fund:
 
 
(a)
As of the date hereof, the Casablanca Fund may be deemed the beneficial owner of 581,102 Shares.
   
Percentage: Approximately 0.5% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 581,102 Shares
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 581,102 Shares

(ii)
Casablanca I:
 
 
(a)
As of the date hereof, the Casablanca I may be deemed the beneficial owner of 581,102 Shares.
   
Percentage: Approximately 0.5% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 581,102 Shares
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 581,102 Shares

(iii)
Casablanca:
 
 
(a)
As of the date hereof, Casablanca may be deemed the beneficial owner of 809,840 Shares.
   
Percentage: Approximately 0.7% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 809,840 Shares
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 809,840 Shares
 
(iv)
Mr. Drapkin:
 
 
(a)
As of the date hereof, Mr. Drapkin may be deemed the beneficial owner of 849,662 Shares.
   
Percentage: Approximately 0.8% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 39,822 Shares
   
2.
Shared power to vote or direct vote: 809,840 Shares
   
3.
Sole power to dispose or direct the disposition: 39,822 Shares
   
4.
Shared power to dispose or direct the disposition: 809,840 Shares

(v)
Mr. Taylor:
 
 
(a)
As of the date hereof, Mr. Taylor may be deemed the beneficial owner of 809,840 Shares.
   
Percentage: Approximately 0.7% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 809,840 Shares
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 809,840 Shares
 
(vi)
Mr. D'Agostino:
 
 
(a)
As of the date hereof, Mr. D'Agostino may be deemed the beneficial owner of 846,140 Shares.
   
Percentage: Approximately 0.8% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 846,140 Shares
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 846,140 Shares
 
 
 
 
 

 
 
CUSIP No  587200106
 
SCHEDULE 13D/A
Page 13 of 16 Pages
 

 
(vii)
the Element Fund:
 
 
(a)
As of the date hereof, the Element Fund may be deemed the beneficial owner of 36,300 Shares.
   
Percentage: Approximately 0.0% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 36,300 Shares
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 36,300 Shares

(viii)
Element Advisor:
 
 
(a)
As of the date hereof, Element Advisor may be deemed the beneficial owner of 36,300 Shares.
   
Percentage: Approximately 0.0% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 0
   
2.
Shared power to vote or direct vote: 36,300 Shares
   
3.
Sole power to dispose or direct the disposition: 0
   
4.
Shared power to dispose or direct the disposition: 36,300 Shares

(ix)
AIMCo:
 
 
(a)
As of the date hereof, AIMCo may be deemed the beneficial owner of 6,268,857 Shares.
   
Percentage: Approximately 5.6% as of the date hereof.
 
(b)
1.
Sole power to vote or direct vote: 6,268,857 Shares
   
2.
Shared power to vote or direct vote: 0
   
3.
Sole power to dispose or direct the disposition: 6,268,857 Shares
   
4.
Shared power to dispose or direct the disposition: 0

Casablanca serves as investment advisor to Casablanca Fund, AIMCo and additional individual and institutional clients which hold discretionary private accounts with Casablanca.  Casablanca owns no securities of the Issuer directly, but because it has voting or investment control over the Shares owned by the Casablanca Fund and its discretionary private accounts, it may be deemed to beneficially own the Shares held by the Casablanca Fund and its discretionary private account clients.  Casablanca also serves as investment advisor to AIMCo, and can recommend the voting of the Shares which may be deemed to be beneficially owned by AIMCo, and therefore, may be deemed to beneficially own such Shares.
 
Each of Mr. Drapkin, Mr. Taylor and Mr. D'Agostino, as members of Casablanca's management committee, are in a position to indirectly determine the voting and investment decisions regarding the Issuer's securities held by Casablanca's investment advisory clients, including the Casablanca Fund.

Mr. D'Agostino, as President and Managing Director of Element Advisor is in a position to indirectly determine the voting and investment decisions regarding the Issuer's securities held by the Element Fund.
 
AIMCO serves as investment manager to Alberta public sector clients, including Alberta public sector pension plans and provincial endowment funds.  AIMCO owns no securities of the Issuer directly, but because it has voting or investment control over the Shares owned by its investment management clients, it may be deemed to beneficially own the Shares held by its investment management clients.
 
 
 
 

 
 
 
CUSIP No  587200106
 
SCHEDULE 13D/A
Page 14 of 16 Pages
 
As of the date hereof, the Casablanca Reporting Persons beneficially owned an aggregate of 885,962 Shares, constituting approximately 0.8% of the Shares outstanding, the Element Reporting Persons beneficially owned an aggregate of 846,140 Shares, constituting approximately 0.8% of the Shares outstanding, and AIMCo beneficially owned an aggregate of 6,268,857 Shares, constituting approximately 5.6% of the Shares outstanding.
 
The Casablanca Reporting Persons, the Element Reporting Persons and AIMCo may be deemed to have formed a "group," within the meaning of Section 13(d)(3) of the Exchange Act.  Collectively, the group may be deemed to have voting control over a combined 6.4% of the Shares. However, each of the Casablanca Reporting Persons (other than Mr. D'Agostino) expressly disclaims beneficial ownership of the Shares beneficially owned by the Element Reporting Persons, each of the Casablanca Reporting Persons expressly disclaims beneficial ownership of the Shares beneficially owned by AIMCo, each of the Element Reporting Persons (other than Mr. D'Agostino) expressly disclaims beneficial ownership of the Shares beneficially owned by the Casablanca Reporting Persons and AIMCo, and AIMCo expressly disclaims beneficial ownership of the Shares beneficially owned by the Casablanca Reporting Persons and the Element Reporting Persons.

(c) Please see Schedule 2 for a list of transactions in the Shares by the Reporting Persons during the past sixty (60) days.
 


 
 

 
CUSIP No  587200106
 
SCHEDULE 13D/A
Page 15 of 16 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date: August 16, 2011
 
   
Casablanca Special Opportunities Fund I, LLC
 
       
 
By:
Casablanca Capital LLC, its Investment Manager
 
       
       
 
By:
/s/ Douglas Taylor
 
 
Name:
Douglas Taylor
 
 
Title:
Chief Executive Officer
 
       
   
Casablanca Capital I LLC
 
       
       
 
By:
/s/ Douglas Taylor
 
 
Name:
Douglas Taylor
 
 
Title:
Chief Executive Officer
 
       
       
   
Casablanca Capital LLC
 
       
       
 
By:
/s/ Douglas Taylor
 
 
Name:
Douglas Taylor
 
 
Title:
Chief Executive Officer
 
       
       
       
 
/s/ Donald G. Drapkin
 
 
Donald G. Drapkin
 
       
 
/s/ Douglas Taylor
 
 
Douglas Taylor
 
       
       
 
/s/Francisco A'Agostino
 
 
Francisco D'Agostino
 

 
 

 
CUSIP No  587200106
 
SCHEDULE 13D/A
Page 16 of 16 Pages



       
       
   
Element Multi Strategy Fund Ltd.
 
       
 
By:
/s/ Francisco D'Agostino
 
 
Name:
Francisco D'Agostino
 
 
Title:
Director
 
       
       
   
Element Capital Advisors Ltd.
 
 
By:
/s/ Francisco D'Agostino
 
 
Name:
Francisco D'Agostino
 
 
Title:
President and Director
 
       
       
       
   
Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation
 
       
       
 
By:
/s/ Brian Gibson
 
 
Name:
Brian Gibson
 
 
Title:
Senior Vice President,
Public Equities
 
 
 



 
 

 
 
Transactions In The Shares By The
Reporting Persons In The Past Sixty (60) Days

The following tables set forth all transactions in the Shares effected in the past sixty (60) days by any of the Reporting Persons, as applicable. All such transactions were effected in the open market through brokers and the price per share is net of commissions.

Casablanca Special Opportunities Fund I, LLC

Trade Date
Amount Purchased (Sold)
Price per Share
     
7/12/2011
623
$12.32
7/13/2011
110
$12.33
7/14/2011
762
$12.18
7/15/2011
916
$12.12
7/18/2011
234
$11.74
7/19/2011
464
$11.70
7/20/2011
11
$11.75
7/21/2011
1,441
$11.74
7/22/2011
236
$11.74
8/8/2011
875
$8.95
8/9/2011
875
$8.85
8/10/2011
304
$8.99
8/12/2011
543
$9.28
8/16/2011  25 $9.30

Casablanca Managed Accounts

Trade Date
Amount Purchased (Sold)
Price per Share
     
6/27/2011
5465
$12.25
6/27/2011
273
$12.25
6/27/2011
273
$12.25
6/28/2011
1412
$12.29
6/28/2011
71
$12.29
6/28/2011
71
$12.29
7/12/2011
2395
$12.32
7/12/2011
1437
$12.32
7/12/2011
120
$12.32
7/12/2011
120
$12.32
7/13/2011
423
$12.33
7/13/2011
254
$12.33
7/13/2011
21
$12.33
7/13/2011
21
$12.33
7/14/2011
2927
$12.18
7/14/2011
1756
$12.18
7/14/2011
146
$12.18
7/14/2011
146
$12.18
7/15/2011
3524
$12.12
7/15/2011
2114
$12.12
7/15/2011
176
$12.12
7/15/2011
176
$12.12
7/18/2011
899
$11.74
7/18/2011
539
$11.74
7/18/2011
45
$11.74
7/18/2011
45
$11.74
7/19/2011
1784
$11.70
7/19/2011
1071
$11.70
7/19/2011
89
$11.70
7/19/2011
89
$11.70
7/20/2011
43
$11.75
7/20/2011
26
$11.75
7/20/2011
2
$11.75
7/20/2011
2
$11.75
7/21/2011
5542
$11.74
7/21/2011
3325
$11.74
7/21/2011
277
$11.74
7/21/2011
277
$11.74
7/22/2011
904
$11.74
7/22/2011
542
$11.74
7/22/2011
45
$11.74
7/22/2011
45
$11.74
8/8/2011
3364
$8.95
8/8/2011
2018
$8.95
8/8/2011
168
$8.95
8/8/2011
168
$8.95
8/9/2011
3364
$8.85
8/9/2011
2018
$8.85
8/9/2011
168
$8.85
8/9/2011
168
$8.85
8/10/2011
1175
$8.99
8/10/2011
705
$8.99
8/10/2011
59
$8.99
8/10/2011
59
$8.99
8/12/2011
2,093
$9.28
8/12/2011
1,256
$9.28
8/12/2011
105
$9.28
8/12/2011
105
$9.28
8/16/2011 96 $9.30
8/16/2011 58 $9.30
 8/16/2011  5 $9.30
 8/16/2011  5 $9.30


AIMCo

Trade Date
Amount Purchased (Sold)
Price per Share
     
6/27/2011
164,778
$12.25
6/28/2011
42,592
$12.29
7/12/2011
72,230
$12.32
7/13/2011
12,745
$12.33
7/14/2011
88,260
$12.18
7/15/2011
105,948
$12.12
7/18/2011
27,022
$11.74
7/19/2011
53,791
$11.70
7/20/2011
1,290
$11.75
7/21/2011
167,108
$11.74
7/22/2011
27,811
$11.74
8/8/2011
100,000
$8.95
8/9/2011
100,000
$8.85
8/10/2011
35,416
$8.99
8/12/2011
63,101
$9.28
8/16/2011 1,483 $9.30

Donald Drapkin

Trade Date
Amount Purchased (Sold)
Price per Share
     
6/27/2011
6,011
$12.25
6/28/2011
1,554
$12.29
7/12/2011
575
$12.32
7/13/2011
101
$12.33
7/14/2011
703
$12.18
7/15/2011
846
$12.12
7/18/2011
216
$11.74
7/19/2011
428
$11.70
7/20/2011
10
$11.75
7/21/2011
1,330
$11.74
7/22/2011
217
$11.74
8/8/2011
807
$8.95
8/9/2011
807
$8.85
8/10/2011
282
$8.99
8/12/2011
502
$9.28
8/16/2011 23 $9.30