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
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
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
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
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
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY C LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE R LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE R 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
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
STARBOARD LEADERS BRAVO LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
STARBOARD LEADERS FUND LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE A LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE A 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
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
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
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
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
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
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
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
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
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
MARK R. MITCHELL
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
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
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
STEVEN J. KLINGER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
GEORGE W. WURTZ, III
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
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
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
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 AND OPPORTUNITY C LP
By: Starboard Value R LP,
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD LEADERS BRAVO LLC
By: Starboard Value A LP,
its managing member
STARBOARD LEADERS FUND LP
By: Starboard Value A LP,
its general partner
|
STARBOARD VALUE A LP
By: Starboard Value A GP LLC,
its general partner
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
STARBOARD VALUE A GP LLC
STARBOARD VALUE R 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, Peter A. Feld, Steven J. Klinger and George W. Wurtz, III
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price Per
Security ($)
|
Date of
Purchase/Sale
|
Purchase of Cash-Settled Total Return Swap
|
100,000
|
49.6802
|
05/01/2015
|
Purchase of Cash-Settled Total Return Swap
|
65,600
|
47.9948
|
05/05/2015
|
Purchase of Cash-Settled Total Return Swap
|
1,045,059
|
50.7100
|
05/18/2015
|
Sale of Cash-Settled Total
Return Swap
|
(56,164)
|
50.7100
|
05/18/2015
|
Sale of Cash-Settled Total
Return Swap
|
(988,895)
|
50.7100
|
05/18/2015
|
Sale of Common Stock
|
(37,036)
|
50.9774
|
05/19/2015
|
Sale of Common Stock
|
(25,542)
|
51.1100
|
05/19/2015
|
Sale of Common Stock
|
(65,133)
|
51.0992
|
05/19/2015
|
Sale of Common Stock
|
(25,542)
|
51.1873
|
05/20/2015
|
Sale of Common Stock
|
(38,313)
|
51.2126
|
05/20/2015
|
Sale of Common Stock
|
(25,542)
|
51.1488
|
05/21/2015
|
Sale of Common Stock
|
(51,084)
|
51.5766
|
05/22/2015
|
Sale of Common Stock
|
(25,542)
|
51.4477
|
05/22/2015
|
Sale of Common Stock
|
(51,084)
|
51.3514
|
05/26/2015
|
Sale of Common Stock
|
(25,542)
|
51.2387
|
05/26/2015
|
Sale of Cash-Settled Total
Return Swap
|
(63,856)
|
51.3689
|
05/27/2015
|
Sale of Cash-Settled Total
Return Swap
|
(38,313)
|
51.3314
|
05/28/2015
|
Sale of Cash-Settled Total
Return Swap
|
(89,398)
|
50.9901
|
05/29/2015
|
Purchase of Cash-Settled Total Return Swap
|
217,812
|
48.8461
|
06/04/2015
|
Purchase of Cash-Settled Total Return Swap
|
18,151
|
49.4448
|
06/05/2015
|
Purchase of Cash-Settled Total Return Swap
|
18,151
|
49.3619
|
06/09/2015
|
Sale of Cash-Settled Total
Return Swap
|
(26,270)
|
50.6557
|
06/19/2015
|
Purchase of Cash-Settled Total Return Swap
|
18,151
|
48.4897
|
06/22/2015
|
Purchase of Cash-Settled Total Return Swap
|
71,864
|
47.6060
|
06/29/2015
|
Purchase of Cash-Settled Total Return Swap
|
215,593
|
47.5611
|
06/30/2015
|
Purchase of Cash-Settled Total Return Swap
|
36,730
|
47.9840
|
07/01/2015
|
Purchase of Common Stock
|
12,000
|
47.9948
|
05/05/2015
|
Sale of Common Stock
|
(7,361)
|
50.9774
|
05/19/2015
|
Sale of Common Stock
|
(5,077)
|
51.1100
|
05/19/2015
|
Sale of Common Stock
|
(12,946)
|
51.0992
|
05/19/2015
|
Sale of Common Stock
|
(5,077)
|
51.1873
|
05/20/2015
|
Sale of Common Stock
|
(7,615)
|
51.2126
|
05/20/2015
|
Sale of Common Stock
|
(5,077)
|
51.1488
|
05/21/2015
|
Sale of Common Stock
|
(10,154)
|
51.5766
|
05/22/2015
|
Sale of Common Stock
|
(5,077)
|
51.4477
|
05/22/2015
|
Sale of Common Stock
|
(10,154)
|
51.3514
|
05/26/2015
|
Sale of Common Stock
|
(5,077)
|
51.2387
|
05/26/2015
|
Sale of Common Stock
|
(12,692)
|
51.3689
|
05/27/2015
|
Sale of Common Stock
|
(7,615)
|
51.3314
|
05/28/2015
|
Sale of Common Stock
|
(17,768)
|
50.9901
|
05/29/2015
|
Purchase of Common Stock
|
36,408
|
48.8461
|
06/04/2015
|
Purchase of Common Stock
|
3,034
|
49.4448
|
06/05/2015
|
Purchase of Common Stock
|
3,034
|
49.3619
|
06/09/2015
|
Sale of Common Stock
|
(5,144)
|
50.6557
|
06/19/2015
|
Purchase of Common Stock
|
3,034
|
48.4897
|
06/22/2015
|
Purchase of Common Stock
|
12,013
|
47.6060
|
06/29/2015
|
Purchase of Common Stock
|
36,039
|
47.5611
|
06/30/2015
|
Purchase of Common Stock
|
5,741
|
47.9840
|
07/01/2015
|
Purchase of Common Stock
|
6,600
|
47.9948
|
05/05/2015
|
Sale of Common Stock
|
(4,064)
|
50.9774
|
05/19/2015
|
Sale of Common Stock
|
(2,803)
|
51.1100
|
05/19/2015
|
Sale of Common Stock
|
(7,148)
|
51.0992
|
05/19/2015
|
Sale of Common Stock
|
(2,803)
|
51.1873
|
05/20/2015
|
Sale of Common Stock
|
(4,205)
|
51.2126
|
05/20/2015
|
Sale of Common Stock
|
(2,803)
|
51.1488
|
05/21/2015
|
Sale of Common Stock
|
(5,606)
|
51.5766
|
05/22/2015
|
Sale of Common Stock
|
(2,803)
|
51.4477
|
05/22/2015
|
Sale of Common Stock
|
(5,606)
|
51.3514
|
05/26/2015
|
Sale of Common Stock
|
(2,803)
|
51.2387
|
05/26/2015
|
Sale of Common Stock
|
(7,008)
|
51.3689
|
05/27/2015
|
Sale of Common Stock
|
(4,205)
|
51.3314
|
05/28/2015
|
Sale of Common Stock
|
(9,811)
|
50.9901
|
05/29/2015
|
Purchase of Common Stock
|
19,977
|
48.8461
|
06/04/2015
|
Purchase of Common Stock
|
1,665
|
49.4448
|
06/05/2015
|
Purchase of Common Stock
|
1,665
|
49.3619
|
06/09/2015
|
Sale of Common Stock
|
(2,839)
|
50.6557
|
06/19/2015
|
Purchase of Common Stock
|
1,665
|
48.4897
|
06/22/2015
|
Purchase of Common Stock
|
6,591
|
47.6060
|
06/29/2015
|
Purchase of Common Stock
|
19,773
|
47.5611
|
06/30/2015
|
Purchase of Common Stock
|
3,136
|
47.9840
|
07/01/2015
|
Purchase of Cash-Settled Total Return Swap
|
360,042
|
50.7100
|
05/18/2015
|
Sale of Cash-Settled Total
Return Swap
|
(360,042)
|
50.7100
|
05/18/2015
|
Sale of Common Stock
|
(50,797)
|
50.9774
|
05/19/2015
|
Sale of Common Stock
|
(35,032)
|
51.1100
|
05/19/2015
|
Sale of Common Stock
|
(89,332)
|
51.0992
|
05/19/2015
|
Sale of Common Stock
|
(35,032)
|
51.1873
|
05/20/2015
|
Sale of Common Stock
|
(52,548)
|
51.2126
|
05/20/2015
|
Sale of Common Stock
|
(35,032)
|
51.1488
|
05/21/2015
|
Sale of Common Stock
|
(70,064)
|
51.5766
|
05/22/2015
|
Sale of Common Stock
|
(35,032)
|
51.4477
|
05/22/2015
|
Sale of Common Stock
|
(70,064)
|
51.3514
|
05/26/2015
|
Sale of Common Stock
|
(35,032)
|
51.2387
|
05/26/2015
|
Sale of Cash-Settled Total
Return Swap
|
(87,580)
|
51.3689
|
05/27/2015
|
Sale of Cash-Settled Total
Return Swap
|
(52,549)
|
51.3314
|
05/28/2015
|
Sale of Cash-Settled Total
Return Swap
|
(122,611)
|
50.9901
|
05/29/2015
|
Purchase of Cash-Settled Total Return Swap
|
277,794
|
48.8461
|
06/04/2015
|
Purchase of Cash-Settled Total Return Swap
|
23,149
|
49.4448
|
06/05/2015
|
Purchase of Cash-Settled Total Return Swap
|
23,149
|
49.3619
|
06/09/2015
|
Sale of Cash-Settled Total
Return Swap
|
(35,794)
|
50.6557
|
06/19/2015
|
Purchase of Cash-Settled Total Return Swap
|
23,149
|
48.4897
|
06/22/2015
|
Purchase of Cash-Settled Total Return Swap
|
93,692
|
47.6060
|
06/29/2015
|
Purchase of Cash-Settled Total Return Swap
|
281,075
|
47.5611
|
06/30/2015
|
Purchase of Cash-Settled Total Return Swap
|
46,845
|
47.9840
|
07/01/2015
|
Purchase of Common Stock
|
15,800
|
47.9948
|
05/05/2015
|
Sale of Common Stock
|
(45,742)
|
50.9774
|
05/19/2015
|
Sale of Common Stock
|
(31,546)
|
51.1100
|
05/19/2015
|
Sale of Common Stock
|
(80,441)
|
51.0992
|
05/19/2015
|
Sale of Common Stock
|
(31,546)
|
51.1873
|
05/20/2015
|
Sale of Common Stock
|
(47,319)
|
51.2126
|
05/20/2015
|
Sale of Common Stock
|
(31,546)
|
51.1488
|
05/21/2015
|
Sale of Common Stock
|
(63,092)
|
51.5766
|
05/22/2015
|
Sale of Common Stock
|
(31,546)
|
51.4477
|
05/22/2015
|
Sale of Common Stock
|
(63,092)
|
51.3514
|
05/26/2015
|
Sale of Common Stock
|
(31,546)
|
51.2387
|
05/26/2015
|
Sale of Common Stock
|
(78,864)
|
51.3689
|
05/27/2015
|
Sale of Common Stock
|
(47,318)
|
51.3314
|
05/28/2015
|
Sale of Common Stock
|
(110,412)
|
50.9901
|
05/29/2015
|
Purchase of Common Stock
|
48,009
|
48.8461
|
06/04/2015
|
Purchase of Common Stock
|
4,001
|
49.4448
|
06/05/2015
|
Purchase of Common Stock
|
4,001
|
49.3619
|
06/09/2015
|
Sale of Common Stock
|
(29,953)
|
50.6557
|
06/19/2015
|
Purchase of Common Stock
|
4,001
|
48.4897
|
06/22/2015
|
Sale of Common Stock
|
(93,100)
|
49.3127
|
06/24/2015
|
Purchase of Common Stock
|
15,840
|
47.6060
|
06/29/2015
|
Purchase of Common Stock
|
47,520
|
47.5611
|
06/30/2015
|
Purchase of Common Stock
|
7,548
|
47.9840
|
07/01/2015
|