SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  2)*

The Manitowoc Company, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

563571108

(CUSIP Number)

Ralph V. Whitworth
Relational Investors, LLC
12400 High Bluff Drive, Suite 600
San Diego, CA 92130
(858) 704-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 9, 2015

(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. o

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.

* 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).

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 6,744,961
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 6,744,961
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,744,961
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 4.98%
	14.	Type of Reporting Person (See Instructions) IA/HC/OO

2

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors Mid-Cap Fund I, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,598,058
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 1,598,058
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,598,058
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 1.18%
	14.	Type of Reporting Person (See Instructions) PN

3

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors Mid-Cap Fund II, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,774,568
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 1,774,568
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,774,568
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 1.31%
	14.	Type of Reporting Person (See Instructions) PN

4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Fund Partners, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC/OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 18,270
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 18,270
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,270
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.01%
	14.	Type of Reporting Person (See Instructions) PN

5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Coast Partners, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC/OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 183,970
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 183,970
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 183,970
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.14%
	14.	Type of Reporting Person (See Instructions) PN

6

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors IX, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 233,788
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 233,788
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 233,788
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.17%
	14.	Type of Reporting Person (See Instructions) PN

7

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XV, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 192,987
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 192,987
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 192,987
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.14%
	14.	Type of Reporting Person (See Instructions) PN

8

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XVI, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 100,117
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 100,117
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 100,117
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.07%
	14.	Type of Reporting Person (See Instructions) PN

9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XX, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC/OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 175,209
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 175,209
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 175,209
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.13%
	14.	Type of Reporting Person (See Instructions) PN

10

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XXIII, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC/OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 249,074
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 249,074
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 249,074
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.18%
	14.	Type of Reporting Person (See Instructions) PN

11

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XXIV, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 27,365
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 27,365
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 27,365
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.02%
	14.	Type of Reporting Person (See Instructions) PN

12

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 1, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC/OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 163,581
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 163,581
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 163,581
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.12%
	14.	Type of Reporting Person (See Instructions) PN

13

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ralph V. Whitworth
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) NA
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-
			8.	Shared Voting Power 6,744,961
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 6,744,961
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,744,961
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 4.98%
	14.	Type of Reporting Person (See Instructions) IN

14

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David H. Batchelder
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) NA
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-
			8.	Shared Voting Power 6,744,961
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 6,744,961
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,744,961
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 4.98%
	14.	Type of Reporting Person (See Instructions) IN

15

Item 1.   Security and Issuer

This Schedule 13D/A constitutes the second amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on June 26, 2014 and amended by Amendment No.1 filed by the Reporting Persons with the SEC on February 3, 2015 (the “Statement”) with respect to the common stock, $0.01 par value (the “Shares”), of The Manitowoc Company, Inc. (the “Issuer” or the “Company”). Except as specifically amended by this Schedule 13D/A, the Statement remains in full force and effect.

Item 3.   Source and Amount of Funds or Other Consideration

RILLC and the Managed Accounts purchased an aggregate of 2,027,974 Shares for a total consideration (including brokerage commissions) of $53.2 million derived from capital of RILLC and the Managed Accounts.

The Relational LPs purchased an aggregate of 4,716,987 Shares for total consideration (including brokerage commissions) of $132 million derived from the capital of the Relational LPs.

Item 5.   Interest in Securities of the Issuer

(a)           As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 6,744,961 Shares, constituting 4.98% of the outstanding Shares.  The percentage of Shares owned is based upon 135,522,965 Shares outstanding on September 30, 2014, as set forth in the Issuer’s Form 10-Q for the quarter ended September 30, 2014.  The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:

NAME	NUMBER OF SHARES	% OF OUTSTANDING SHARES		VOTING AND DISPOSITIVE POWER
RILLC	2,027,974	1.50	%	Sole
MC I	1,598,058	1.18	%	Sole
MC II	1,774,568	1.31	%	Sole
RFP	18,270	0.01	%	Sole
RCP	183,970	0.14	%	Sole
RI IX	233,788	0.17	%	Sole
RI XV	192,987	0.14	%	Sole
RI XVI	100,117	0.07	%	Sole
RI XX	175,209	0.13	%	Sole
RI XXIII	249,074	0.18	%	Sole
RI XXIV	27,365	0.02	%	Sole
RH 1	163,581	0.12	%	Sole

RILLC, individually and in its capacity as an investment adviser, may be deemed to possess direct beneficial ownership of the 2,027,974 Shares that are owned by it and the Managed Accounts.  Additionally, RILLC, as the sole general partner, or sole managing member of the general partner, of each of the Relational LPs may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the 4,716,987 Shares beneficially owned by the Relational LPs because the limited partnership agreements of the Relational LPs specify that RILLC has sole investment discretion and voting authority with respect to those Shares.

Each of Messrs. Whitworth and Batchelder, as Principals of RILLC, may be deemed to share indirect beneficial ownership of the Shares which RILLC may beneficially own.  Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership of such Shares for all other purposes.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares.

(b)           See item (a) above.

(c)           Except as set forth in Exhibit A to this Statement, none of the Reporting Persons has effected any transactions in the Shares during the past sixty days not previously reported.

(d)           No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by accounts managed by RILLC may be delivered to such accounts.

(e)           The Reporting Persons ceased to be beneficial owners of more than 5 percent of Shares on February 9, 2015.

Item 7.  Material to Be Filed as Exhibits

The following Exhibits are filed herewith:

Exhibit A – Information concerning transactions in the Shares effected by the Reporting Persons in the last 60 days not previously reported.

16

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 11, 2015

RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL INVESTORS IX, L.P.
RELATIONAL INVESTORS XV, L.P.
RELATIONAL INVESTORS XVI, L.P.
RELATIONAL INVESTORS XX, L.P.
RELATIONAL INVESTORS XXIII, L.P.
RELATIONAL INVESTORS XXIV, L.P.
RH FUND 1, L.P.

By:	RELATIONAL INVESTORS, LLC
	as general partner to each,
		By:	/s/ Ralph V. Whitworth
			Ralph V. Whitworth, Principal
RELATIONAL INVESTORS, LLC
		By:	/s/ Ralph V. Whitworth
			Ralph V. Whitworth, Principal
/s/ Ralph V. Whitworth
Ralph V. Whitworth
/s/ David H. Batchelder
David H. Batchelder

17

EX-99.A

Exhibit A

Beneficial Ownership	Purchase or Sale	Quantity	Transaction Date		Price per Share (including commisions)	How Effected
Relational Investors LLC	Sale	10,515	2/4/2015	$	19.91	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	4,735	2/4/2015	$	19.91	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	10,481	2/4/2015	$	19.91	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	57,165	2/4/2015	$	19.91	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	17,716	2/4/2015	$	19.91	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	10,886	2/4/2015	$	19.91	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	3,848	2/4/2015	$	19.91	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	47,926	2/4/2015	$	19.91	Open Market
Relational Investors LLC	Sale	48,205	2/4/2015	$	19.91	Open Market
Relational Coast Partners, L.P.	Sale	8,332	2/4/2015	$	19.91	Open Market
Relational Fund Partners, L.P.	Sale	391	2/4/2015	$	19.91	Open Market
Relational Fund Partners, L.P.	Sale	188	2/4/2015	$	19.91	Open Market
Relational Fund Partners, L.P.	Sale	134	2/4/2015	$	19.91	Open Market
Relational Fund Partners, L.P.	Sale	114	2/4/2015	$	19.91	Open Market
RH Fund 1, L.P.	Sale	7,409	2/4/2015	$	19.91	Open Market
Relational Investors XV, L.P.	Sale	8,741	2/4/2015	$	19.91	Open Market
Relational Investors XVI, L.P.	Sale	295	2/4/2015	$	19.91	Open Market
Relational Investors XVI, L.P.	Sale	985	2/4/2015	$	19.91	Open Market
Relational Investors XVI, L.P.	Sale	704	2/4/2015	$	19.91	Open Market
Relational Investors XVI, L.P.	Sale	2,551	2/4/2015	$	19.91	Open Market
Relational Investors XX, L.P.	Sale	7,936	2/4/2015	$	19.91	Open Market
Relational Investors XXIII, L.P.	Sale	11,281	2/4/2015	$	19.91	Open Market
Relational Investors IX, L.P.	Sale	1,902	2/4/2015	$	19.91	Open Market
Relational Investors IX, L.P.	Sale	1,626	2/4/2015	$	19.91	Open Market
Relational Investors IX, L.P.	Sale	7,061	2/4/2015	$	19.91	Open Market
Relational Investors LLC	Sale	33,125	2/4/2015	$	19.91	Open Market
Relational Investors XXIV, L.P.	Sale	33	2/4/2015	$	19.91	Open Market
Relational Investors XXIV, L.P.	Sale	1,206	2/4/2015	$	19.91	Open Market
Relational Investors LLC	Sale	18,786	2/5/2015	$	20.41	Open Market
Relational Investors LLC	Sale	1,166	2/5/2015	$	20.41	Open Market
Relational Investors LLC	Sale	3,442	2/5/2015	$	20.43	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	87,649	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	2,609	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	11,154	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	27,908	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	8,032	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	23,693	2/5/2015	$	20.43	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	7,355	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	42,523	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	10,630	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	21,261	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	6,046	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	32,953	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	22,829	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	8,925	2/5/2015	$	20.41	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	19,706	2/5/2015	$	20.43	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	6,608	2/5/2015	$	20.43	Open Market

Relational Investors LLC	Sale	40,588	2/5/2015	$	20.41	Open Market
Relational Investors LLC	Sale	1,754	2/5/2015	$	20.41	Open Market
Relational Investors LLC	Sale	7,512	2/5/2015	$	20.41	Open Market
Relational Investors LLC	Sale	36,272	2/5/2015	$	20.41	Open Market
Relational Investors LLC	Sale	5,349	2/5/2015	$	20.41	Open Market
Relational Investors LLC	Sale	233	2/5/2015	$	20.43	Open Market
Relational Investors LLC	Sale	15,546	2/5/2015	$	20.43	Open Market
Relational Coast Partners, L.P.	Sale	4,493	2/5/2015	$	20.41	Open Market
Relational Coast Partners, L.P.	Sale	298	2/5/2015	$	20.41	Open Market
Relational Coast Partners, L.P.	Sale	1,279	2/5/2015	$	20.41	Open Market
Relational Coast Partners, L.P.	Sale	7,129	2/5/2015	$	20.41	Open Market
Relational Coast Partners, L.P.	Sale	1,689	2/5/2015	$	20.41	Open Market
Relational Coast Partners, L.P.	Sale	924	2/5/2015	$	20.41	Open Market
Relational Coast Partners, L.P.	Sale	2,727	2/5/2015	$	20.43	Open Market
Relational Fund Partners, L.P.	Sale	1,479	2/5/2015	$	20.41	Open Market
Relational Fund Partners, L.P.	Sale	91	2/5/2015	$	20.41	Open Market
Relational Fund Partners, L.P.	Sale	199	2/5/2015	$	20.43	Open Market
Relational Fund Partners, L.P.	Sale	33	2/5/2015	$	20.43	Open Market
Relational Fund Partners, L.P.	Sale	39	2/5/2015	$	20.43	Open Market
RH Fund 1, L.P.	Sale	4,229	2/5/2015	$	20.41	Open Market
RH Fund 1, L.P.	Sale	264	2/5/2015	$	20.41	Open Market
RH Fund 1, L.P.	Sale	1,133	2/5/2015	$	20.41	Open Market
RH Fund 1, L.P.	Sale	6,314	2/5/2015	$	20.41	Open Market
RH Fund 1, L.P.	Sale	1,298	2/5/2015	$	20.41	Open Market
RH Fund 1, L.P.	Sale	822	2/5/2015	$	20.41	Open Market
RH Fund 1, L.P.	Sale	2,425	2/5/2015	$	20.43	Open Market
Relational Investors XV, L.P.	Sale	5,249	2/5/2015	$	20.41	Open Market
Relational Investors XV, L.P.	Sale	310	2/5/2015	$	20.41	Open Market
Relational Investors XV, L.P.	Sale	1,329	2/5/2015	$	20.41	Open Market
Relational Investors XV, L.P.	Sale	7,408	2/5/2015	$	20.41	Open Market
Relational Investors XV, L.P.	Sale	1,322	2/5/2015	$	20.41	Open Market
Relational Investors XV, L.P.	Sale	970	2/5/2015	$	20.41	Open Market
Relational Investors XV, L.P.	Sale	2,861	2/5/2015	$	20.43	Open Market
Relational Investors XVI, L.P.	Sale	7,198	2/5/2015	$	20.41	Open Market
Relational Investors XVI, L.P.	Sale	175	2/5/2015	$	20.41	Open Market
Relational Investors XVI, L.P.	Sale	729	2/5/2015	$	20.41	Open Market
Relational Investors XVI, L.P.	Sale	21	2/5/2015	$	20.41	Open Market
Relational Investors XVI, L.P.	Sale	482	2/5/2015	$	20.41	Open Market
Relational Investors XVI, L.P.	Sale	1,484	2/5/2015	$	20.43	Open Market
Relational Investors XX, L.P.	Sale	5,206	2/5/2015	$	20.41	Open Market
Relational Investors XX, L.P.	Sale	286	2/5/2015	$	20.41	Open Market
Relational Investors XX, L.P.	Sale	1,226	2/5/2015	$	20.41	Open Market
Relational Investors XX, L.P.	Sale	6,830	2/5/2015	$	20.41	Open Market
Relational Investors XX, L.P.	Sale	631	2/5/2015	$	20.41	Open Market
Relational Investors XX, L.P.	Sale	880	2/5/2015	$	20.41	Open Market
Relational Investors XX, L.P.	Sale	2,597	2/5/2015	$	20.43	Open Market
Relational Investors XXIII, L.P.	Sale	6,999	2/5/2015	$	20.41	Open Market

Relational Investors XXIII, L.P.	Sale	405	2/5/2015	$	20.41	Open Market
Relational Investors XXIII, L.P.	Sale	1,737	2/5/2015	$	20.41	Open Market
Relational Investors XXIII, L.P.	Sale	9,680	2/5/2015	$	20.41	Open Market
Relational Investors XXIII, L.P.	Sale	1,336	2/5/2015	$	20.41	Open Market
Relational Investors XXIII, L.P.	Sale	1,251	2/5/2015	$	20.41	Open Market
Relational Investors XXIII, L.P.	Sale	3,693	2/5/2015	$	20.43	Open Market
Relational Investors IX, L.P.	Sale	8,687	2/5/2015	$	20.41	Open Market
Relational Investors IX, L.P.	Sale	6,749	2/5/2015	$	20.41	Open Market
Relational Investors IX, L.P.	Sale	283	2/5/2015	$	20.41	Open Market
Relational Investors IX, L.P.	Sale	121	2/5/2015	$	20.41	Open Market
Relational Investors IX, L.P.	Sale	1,212	2/5/2015	$	20.41	Open Market
Relational Investors IX, L.P.	Sale	519	2/5/2015	$	20.41	Open Market
Relational Investors IX, L.P.	Sale	1,348	2/5/2015	$	20.41	Open Market
Relational Investors IX, L.P.	Sale	1,175	2/5/2015	$	20.41	Open Market
Relational Investors IX, L.P.	Sale	3,466	2/5/2015	$	20.43	Open Market
Relational Investors LLC	Sale	59,184	2/5/2015	$	20.41	Open Market
Relational Investors LLC	Sale	3,675	2/5/2015	$	20.41	Open Market
Relational Investors LLC	Sale	10,843	2/5/2015	$	20.43	Open Market
Relational Investors XXIV, L.P.	Sale	2,215	2/5/2015	$	20.41	Open Market
Relational Investors XXIV, L.P.	Sale	137	2/5/2015	$	20.41	Open Market
Relational Investors XXIV, L.P.	Sale	405	2/5/2015	$	20.43	Open Market
Relational Investors LLC	Sale	6,544	2/6/2015	$	20.77	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	2,466	2/6/2015	$	20.77	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	42,582	2/6/2015	$	20.77	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	24,386	2/6/2015	$	20.77	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	25,640	2/6/2015	$	20.77	Open Market
Relational Investors LLC	Sale	18,086	2/6/2015	$	20.77	Open Market
Relational Investors LLC	Sale	8,876	2/6/2015	$	20.77	Open Market
Relational Investors LLC	Sale	3,039	2/6/2015	$	20.77	Open Market
Relational Coast Partners, L.P.	Sale	388	2/6/2015	$	20.77	Open Market
Relational Coast Partners, L.P.	Sale	1,511	2/6/2015	$	20.77	Open Market
Relational Coast Partners, L.P.	Sale	534	2/6/2015	$	20.77	Open Market
Relational Coast Partners, L.P.	Sale	2,753	2/6/2015	$	20.77	Open Market
Relational Fund Partners, L.P.	Sale	105	2/6/2015	$	20.77	Open Market
Relational Fund Partners, L.P.	Sale	410	2/6/2015	$	20.77	Open Market
RH Fund 1, L.P.	Sale	529	2/6/2015	$	20.77	Open Market
RH Fund 1, L.P.	Sale	1,339	2/6/2015	$	20.77	Open Market
RH Fund 1, L.P.	Sale	473	2/6/2015	$	20.77	Open Market
RH Fund 1, L.P.	Sale	2,270	2/6/2015	$	20.77	Open Market
Relational Investors XV, L.P.	Sale	800	2/6/2015	$	20.77	Open Market
Relational Investors XV, L.P.	Sale	1,571	2/6/2015	$	20.77	Open Market
Relational Investors XV, L.P.	Sale	555	2/6/2015	$	20.77	Open Market
Relational Investors XV, L.P.	Sale	2,514	2/6/2015	$	20.77	Open Market
Relational Investors XVI, L.P.	Sale	2,215	2/6/2015	$	20.77	Open Market
Relational Investors XVI, L.P.	Sale	607	2/6/2015	$	20.77	Open Market
Relational Investors XX, L.P.	Sale	1,380	2/6/2015	$	20.77	Open Market
Relational Investors XX, L.P.	Sale	1,448	2/6/2015	$	20.77	Open Market

Relational Investors XX, L.P.	Sale	512	2/6/2015	$	20.77	Open Market
Relational Investors XX, L.P.	Sale	1,599	2/6/2015	$	20.77	Open Market
Relational Investors XXIII, L.P.	Sale	1,498	2/6/2015	$	20.77	Open Market
Relational Investors XXIII, L.P.	Sale	2,052	2/6/2015	$	20.77	Open Market
Relational Investors XXIII, L.P.	Sale	725	2/6/2015	$	20.77	Open Market
Relational Investors XXIII, L.P.	Sale	2,746	2/6/2015	$	20.77	Open Market
Relational Investors IX, L.P.	Sale	764	2/6/2015	$	20.77	Open Market
Relational Investors IX, L.P.	Sale	2,894	2/6/2015	$	20.77	Open Market
Relational Investors IX, L.P.	Sale	2,932	2/6/2015	$	20.77	Open Market
Relational Investors LLC	Sale	20,616	2/6/2015	$	20.77	Open Market
Relational Investors XXIV, L.P.	Sale	332	2/6/2015	$	20.77	Open Market
Relational Investors XXIV, L.P.	Sale	313	2/6/2015	$	20.77	Open Market
Relational Investors XXIV, L.P.	Sale	126	2/6/2015	$	20.77	Open Market
Relational Investors LLC	Sale	13,656	2/9/2015	$	21.00	Open Market
Relational Investors LLC	Sale	8,605	2/9/2015	$	21.00	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	7,320	2/9/2015	$	21.00	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	13,175	2/9/2015	$	21.00	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	4,662	2/9/2015	$	21.00	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	66,871	2/9/2015	$	21.00	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	1,969	2/9/2015	$	21.00	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	49,470	2/9/2015	$	21.00	Open Market
Relational Investors Mid-Cap Fund I, L.P.	Sale	9,764	2/9/2015	$	21.00	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	104,362	2/9/2015	$	21.00	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	21,726	2/9/2015	$	21.00	Open Market
Relational Investors Mid-Cap Fund II, L.P.	Sale	44,040	2/9/2015	$	21.00	Open Market
Relational Investors LLC	Sale	98	2/9/2015	$	21.00	Open Market
Relational Investors LLC	Sale	45,074	2/9/2015	$	21.00	Open Market
Relational Investors LLC	Sale	17,429	2/9/2015	$	21.00	Open Market
Relational Investors LLC	Sale	17,243	2/9/2015	$	21.00	Open Market
Relational Investors LLC	Sale	8,668	2/9/2015	$	21.00	Open Market
Relational Investors LLC	Sale	13,538	2/9/2015	$	21.00	Open Market
Relational Coast Partners, L.P.	Sale	4,924	2/9/2015	$	21.00	Open Market
Relational Coast Partners, L.P.	Sale	5,898	2/9/2015	$	21.00	Open Market
Relational Coast Partners, L.P.	Sale	8	2/9/2015	$	21.00	Open Market
Relational Coast Partners, L.P.	Sale	1,476	2/9/2015	$	21.00	Open Market
Relational Coast Partners, L.P.	Sale	2,953	2/9/2015	$	21.00	Open Market
Relational Coast Partners, L.P.	Sale	839	2/9/2015	$	21.00	Open Market
Relational Coast Partners, L.P.	Sale	1,544	2/9/2015	$	21.00	Open Market
Relational Fund Partners, L.P.	Sale	397	2/9/2015	$	21.00	Open Market
Relational Fund Partners, L.P.	Sale	649	2/9/2015	$	21.00	Open Market
Relational Fund Partners, L.P.	Sale	30	2/9/2015	$	21.00	Open Market
Relational Fund Partners, L.P.	Sale	140	2/9/2015	$	21.00	Open Market
Relational Fund Partners, L.P.	Sale	59	2/9/2015	$	21.00	Open Market
Relational Fund Partners, L.P.	Sale	479	2/9/2015	$	21.00	Open Market
RH Fund 1, L.P.	Sale	4,530	2/9/2015	$	21.00	Open Market
RH Fund 1, L.P.	Sale	5,093	2/9/2015	$	21.00	Open Market
RH Fund 1, L.P.	Sale	138	2/9/2015	$	21.00	Open Market

RH Fund 1, L.P.	Sale	1,307	2/9/2015	$	21.00	Open Market
RH Fund 1, L.P.	Sale	2,615	2/9/2015	$	21.00	Open Market
RH Fund 1, L.P.	Sale	743	2/9/2015	$	21.00	Open Market
RH Fund 1, L.P.	Sale	1,261	2/9/2015	$	21.00	Open Market
Relational Investors XV, L.P.	Sale	5,464	2/9/2015	$	21.00	Open Market
Relational Investors XV, L.P.	Sale	5,889	2/9/2015	$	21.00	Open Market
Relational Investors XV, L.P.	Sale	248	2/9/2015	$	21.00	Open Market
Relational Investors XV, L.P.	Sale	1,534	2/9/2015	$	21.00	Open Market
Relational Investors XV, L.P.	Sale	3,068	2/9/2015	$	21.00	Open Market
Relational Investors XV, L.P.	Sale	872	2/9/2015	$	21.00	Open Market
Relational Investors XV, L.P.	Sale	1,432	2/9/2015	$	21.00	Open Market
Relational Investors XVI, L.P.	Sale	2,752	2/9/2015	$	21.00	Open Market
Relational Investors XVI, L.P.	Sale	886	2/9/2015	$	21.00	Open Market
Relational Investors XVI, L.P.	Sale	313	2/9/2015	$	21.00	Open Market
Relational Investors XVI, L.P.	Sale	1,939	2/9/2015	$	21.00	Open Market
Relational Investors XVI, L.P.	Sale	2,563	2/9/2015	$	21.00	Open Market
Relational Investors XVI, L.P.	Sale	1,149	2/9/2015	$	21.00	Open Market
Relational Investors XX, L.P.	Sale	5,757	2/9/2015	$	21.00	Open Market
Relational Investors XX, L.P.	Sale	4,550	2/9/2015	$	21.00	Open Market
Relational Investors XX, L.P.	Sale	1,109	2/9/2015	$	21.00	Open Market
Relational Investors XX, L.P.	Sale	1,414	2/9/2015	$	21.00	Open Market
Relational Investors XX, L.P.	Sale	2,829	2/9/2015	$	21.00	Open Market
Relational Investors XX, L.P.	Sale	804	2/9/2015	$	21.00	Open Market
Relational Investors XX, L.P.	Sale	339	2/9/2015	$	21.00	Open Market
Relational Investors XXIII, L.P.	Sale	7,679	2/9/2015	$	21.00	Open Market
Relational Investors XXIII, L.P.	Sale	6,973	2/9/2015	$	21.00	Open Market
Relational Investors XXIII, L.P.	Sale	1,047	2/9/2015	$	21.00	Open Market
Relational Investors XXIII, L.P.	Sale	2,005	2/9/2015	$	21.00	Open Market
Relational Investors XXIII, L.P.	Sale	4,010	2/9/2015	$	21.00	Open Market
Relational Investors XXIII, L.P.	Sale	1,140	2/9/2015	$	21.00	Open Market
Relational Investors XXIII, L.P.	Sale	1,031	2/9/2015	$	21.00	Open Market
Relational Investors IX, L.P.	Sale	2,494	2/9/2015	$	21.00	Open Market
Relational Investors IX, L.P.	Sale	2,326	2/9/2015	$	21.00	Open Market
Relational Investors IX, L.P.	Sale	2,046	2/9/2015	$	21.00	Open Market
Relational Investors IX, L.P.	Sale	723	2/9/2015	$	21.00	Open Market
Relational Investors IX, L.P.	Sale	6,163	2/9/2015	$	21.00	Open Market
Relational Investors IX, L.P.	Sale	1,110	2/9/2015	$	21.00	Open Market
Relational Investors IX, L.P.	Sale	3,117	2/9/2015	$	21.00	Open Market
Relational Investors IX, L.P.	Sale	4,439	2/9/2015	$	21.00	Open Market
Relational Investors LLC	Sale	43,018	2/9/2015	$	21.00	Open Market
Relational Investors LLC	Sale	27,109	2/9/2015	$	21.00	Open Market
Relational Investors XXIV, L.P.	Sale	98	2/9/2015	$	21.00	Open Market
Relational Investors XXIV, L.P.	Sale	1,513	2/9/2015	$	21.00	Open Market
Relational Investors XXIV, L.P.	Sale	1,015	2/9/2015	$	21.00	Open Market