EX-99.3 4 v308616_ex99-3.htm EXHIBIT 99.3

EXHIBIT 99.3

 

Description of Transactions in the Shares that were Effected during the Past 60 Days

 

Nature of

Transaction

Purchaser

Date of

Transaction

Amount of Securities Price Per Share/Premium Per Option
Open Market Purchase of Common Stock Corvex Master Fund LP February 17, 2012 35,100 $23.94
Open Market Purchase of Common Stock Corvex Master Fund LP February 17, 2012 18,900 $24.15
Open Market Purchase of Common Stock Corvex Master Fund LP February 17, 2012 30,000 $24.24
Open Market Purchase of Common Stock Corvex Master Fund LP February 21, 2012 1,300 $23.90
Open Market Purchase of Common Stock Corvex Master Fund LP February 21, 2012

94,546

 

$23.74

 

Open Market Purchase of Common Stock Corvex Master Fund LP February 22, 2012

72,484

 

$23.54

 

Open Market Purchase of Common Stock Corvex Master Fund LP February 23, 2012

5,652

 

$23.52

 

Open Market Purchase of Common Stock Corvex Master Fund LP February 23, 2012

43,872

 

$23.64

 

Open Market Purchase of Common Stock Corvex Master Fund LP February 23, 2012

424,804

 

$23.68

 

Open Market Purchase of Common Stock Corvex Master Fund LP February 24, 2012

19,788

 

$23.71

 

Open Market Purchase of Common Stock Corvex Master Fund LP February 27, 2012

1,800

 

$23.75

 

Open Market Purchase of Common Stock Marcato II, LP February 27, 2012 8,725 $24.84
Open Market Purchase of Common Stock Marcato LP February 27, 2012 27,698 $24.84

 

 
 

Nature of

Transaction

Purchaser

Date of

Transaction

Amount of Securities Price Per Share/Premium Per Option
Open Market Purchase of Common Stock Marcato International Master Fund Ltd. February 27, 2012 63,577 $24.84
Open Market Purchase of Common Stock Corvex Master Fund LP February 28, 2012

27,000

 

$24.70

 

Open Market Purchase of Common Stock Corvex Master Fund LP February 28, 2012

100,000

 

$24.60

 

Open Market Purchase of Common Stock Corvex Master Fund LP February 29, 2012

66,342

 

$24.83

 

Open Market Purchase of Common Stock Corvex Master Fund LP February 29, 2012

81,700

 

$24.89

 

Open Market Purchase of Common Stock Marcato LP February 29, 2012 10,751 $24.98
Open Market Purchase of Common Stock Marcato International Master Fund Ltd. February 29, 2012 252,449 $24.98
Open Market Purchase of Common Stock Corvex Master Fund LP March 1, 2012

20,661

 

$25.39

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 1, 2012

25,000

 

$25.35

 

Open Market Purchase of Common Stock Marcato LP March 1, 2012 3,678 $25.54
Open Market Purchase of Common Stock Marcato International Master Fund Ltd. March 1, 2012 86,357 $25.54
Open Market Purchase of Common Stock Corvex Master Fund LP March 2, 2012

71,000

 

$25.35

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 2, 2012

25,000

 

$25.35

 

Open Market Purchase of Common Stock Marcato LP March 2, 2012 4,085 $25.35
Open Market Purchase of Common Stock Marcato International Master Fund Ltd. March 2, 2012 95,915 $25.35

 

 
 

Nature of

Transaction

Purchaser

Date of

Transaction

Amount of Securities Price Per Share/Premium Per Option
Open Market Purchase of Common Stock Corvex Master Fund LP March 5, 2012

45,931

 

$25.37

 

Open Market Purchase of Common Stock Marcato LP March 5, 2012 2,281 $25.40
Open Market Purchase of Common Stock Marcato International Master Fund Ltd. March 5, 2012 53,568 $25.40
Open Market Purchase of Common Stock Corvex Master Fund LP March 6, 2012

47,600

 

$25.26

 

Open Market Purchase of Common Stock Marcato LP March 6, 2012 2,198 $25.28
Open Market Purchase of Common Stock Marcato International Master Fund Ltd. March 6, 2012 51,602 $25.28
Open Market Purchase of Common Stock Corvex Master Fund LP March 7, 2012

25,300

 

$25.22

 

Open Market Purchase of Common Stock Marcato LP March 7, 2012 641 $25.28
Open Market Purchase of Common Stock Marcato International Master Fund Ltd. March 7, 2012 15,059 $25.28
Open Market Purchase of Common Stock Corvex Master Fund LP March 8, 2012

10,146

 

$25.22

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 8, 2012

80,000

 

$25.19

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 9, 2012

140,500

 

$25.66

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 12, 2012

32,400

 

$25.82

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 12, 2012

100,000

 

$25.84

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 13, 2012

25,000

 

$25.71

 

 

 
 

Nature of

Transaction

Purchaser

Date of

Transaction

Amount of Securities Price Per Share/Premium Per Option
Open Market Purchase of Common Stock Corvex Master Fund LP March 13, 2012

45,000

 

$25.70

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 14, 2012

102,000

 

$25.98

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 15, 2012

105,063

 

$26.04

 

Purchase of Call Options Corvex Master Fund LP March 16, 2012

420,000(1)

 

$8.26(2)

 

Sale of Put Options Corvex Master Fund LP March 16, 2012

420,000(3)

 

$0.01(4)

 

Purchase of Call Options Corvex Master Fund LP March 19, 2012

75,000(1)

 

$8.35(2)

 

Sale of Put Options Corvex Master Fund LP March 19, 2012

75,000(3)

 

$0.01(4)

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 20, 2012

20,000

 

$25.90

 

Purchase of Call Options Corvex Master Fund LP March 20, 2012

100,000(1)

 

$8.05(2)

 

Sale of Put Options Corvex Master Fund LP March 20, 2012

100,000(3)

 

$0.01(4)

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 21, 2012

20,000

 

$25.89

 

Purchase of Call Options Corvex Master Fund LP March 21, 2012

100,000(1)

 

$7.94(2)

 

Sale of Put Options Corvex Master Fund LP March 21, 2012

100,000(3)

 

$0.01(4)

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 22, 2012

25,000

 

$25.86

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 22, 2012

20,000

 

$25.85

 

Purchase of Call Options Corvex Master Fund LP March 22, 2012

45,000(1)

 

$7.96(2)

 

Sale of Put Options Corvex Master Fund LP March 22, 2012

45,000(3)

 

$0.01(4)

 

Purchase of Call Options Corvex Master Fund LP March 23, 2012

70,000(1)

 

$8.26(2)

 

Sale of Put Options Corvex Master Fund LP March 23, 2012

70,000(3)

 

$0.01(4)

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 26, 2012

10,000

 

$26.17

 

 

 
 

Nature of

Transaction

Purchaser

Date of

Transaction

Amount of Securities Price Per Share/Premium Per Option
Open Market Purchase of Common Stock Marcato II, LP March 26, 2012 15,776 $26.11
Open Market Purchase of Common Stock Marcato LP March 26, 2012 52,794 $26.11
Open Market Purchase of Common Stock Marcato International Master Fund Ltd. March 26, 2012 178,730 $26.11
Purchase of Call Options Corvex Master Fund LP March 26, 2012

200,000(1)

 

$8.35(2)

 

Sale of Put Options Corvex Master Fund LP March 26, 2012

200,000(3)

 

$0.01(4)

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 27, 2012

186,800

 

$26.23

 

Open Market Purchase of Common Stock Marcato II, LP March 27, 2012 13,091 $26.25
Open Market Purchase of Common Stock Marcato LP March 27, 2012 43,756 $26.25
Open Market Purchase of Common Stock Marcato International Master Fund Ltd. March 27, 2012 145,853 $26.25
Purchase of Call Options Corvex Master Fund LP March 27, 2012

225,000(1)

 

$8.05(2)

 

Sale of Put Options Corvex Master Fund LP March 27, 2012

225,000(3)

 

$0.01(4)

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 28, 2012

25,000

 

$26.55

 

Purchase of Call Options Corvex Master Fund LP March 28, 2012

3,700(1)

 

$7.94(2)

 

Sale of Put Options Corvex Master Fund LP March 28, 2012

3,700(3)

 

$0.01(4)

 

Purchase of Call Options Corvex Master Fund LP March 29, 2012

47,300(1)

 

$7.96(2)

 

Sale of Put Options Corvex Master Fund LP March 29, 2012

47,300(3)

 

$0.01(4)

 

Open Market Purchase of Common Stock Corvex Master Fund LP March 30, 2012

25,000

 

$27.21

 

Purchase of Call Options Corvex Master Fund LP March 30, 2012

85,100(1)

 

$7.94(2)

 

 

 
 

Nature of

Transaction

Purchaser

Date of

Transaction

Amount of Securities Price Per Share/Premium Per Option
Sale of Put Options Corvex Master Fund LP March 30, 2012

85,100(3)

 

$0.01(4)

 

Open Market Purchase of Common Stock Corvex Master Fund LP April 2, 2012

69,000

 

$27.01

 

Purchase of Call Options Corvex Master Fund LP April 2, 2012

425,000(1)

 

$8.26(2)

 

Sale of Put Options Corvex Master Fund LP April 2, 2012

425,000(3)

 

$0.01(4)

 

Open Market Sale of Common Stock

Marcato, II LP

 

April 2, 2012 6,342 $27.31
Open Market Sale of Common Stock

Marcato, LP

 

April 2, 2012 14,640 $27.31
Open Market Purchase of Common Stock

Marcato International Master Fund, Ltd.

 

April 2, 2012

20,982

 

$27.31
Open Market Purchase of Common Stock Corvex Master Fund LP April 3, 2012

84,524

 

$26.91

 

Purchase of Call Options Corvex Master Fund LP April 3, 2012

28,900(1)

 

$9.00(2)

 

Sale of Put Options Corvex Master Fund LP April 3, 2012

28,900(3)

 

$0.01(4)

 

Open Market Purchase of Common Stock Corvex Master Fund LP April 4, 2012

175,787

$27.04 

 

(1) Represents shares underlying American-style call options purchased in the over the counter market. These call options expire on April 30, 2013.

 

(2) This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of these call options is $18.

 

 
 

(3) Represents shares underlying European-style put options sold in the over the counter market. These put options expire on the earlier of April 30, 2013 or the date on which the corresponding American-style call option described above in footnote 1 is exercised.

 

(4) This amount represents the proceeds received from an applicable European-style put option to sell one Share.  The per share exercise price of these put options is $18.