1
|
NAME OF REPORTING PERSON
Gilead Capital LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
481,415
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
481,415
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,415
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
Gilead Capital 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
AF
|
||
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
481,415
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
481,415
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,415
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Jeffrey A. Strong
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
481,415
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
481,415
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,415
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
William R. Jellison
|
||
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
Glenn P. Tobin
|
||
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 2.
|
Identity and Background.
|
|
Item 2 is hereby amended and restated to read as follows:
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Gilead Capital LP (“Gilead Capital”), a Delaware limited partnership, which serves as the investment manager to separately managed accounts (the “Gilead Capital Accounts”) and owns Shares directly;
|
|
(ii)
|
Gilead Capital GP LLC (“Gilead Capital GP”), a Delaware limited liability company, as the general partner of Gilead Capital;
|
|
(iii)
|
Jeffrey A. Strong, as managing member of Gilead Capital GP, Chief Investment Officer and Managing Partner of Gilead Capital and as a nominee for the Board of Directors of the Issuer (the “Board”);
|
|
(iv)
|
William R. Jellison, as a nominee for the Board; and
|
|
(v)
|
Glenn P. Tobin, as a nominee for the Board.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
Item 5 is hereby amended and restated to read as follows:
|
A.
|
Gilead Capital
|
|
(a)
|
As of the close of business on December 16, 2016, Gilead Capital directly beneficially owned 200 Shares. As the investment manager of the Gilead Capital Accounts, Gilead Capital may be deemed the beneficial owner of the 481,215 Shares held in the Gilead Capital Accounts.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 481,415
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 481,415
|
|
(c)
|
The transactions in the Shares by Gilead Capital directly, and through the Gilead Capital Accounts since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Gilead Capital GP
|
|
(a)
|
Gilead Capital GP, as the general partner of Gilead Capital may be deemed the beneficial owner of the 481,415 Shares beneficially owned by Gilead Capital.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 481,415
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 481,415
|
|
(c)
|
Gilead Capital GP has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares by Gilead Capital directly, and through the Gilead Capital Accounts since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
Jeffrey A. Strong
|
|
(a)
|
Mr. Strong, as the managing member of Gilead Capital GP and the Chief Investment Officer and managing partner of Gilead Capital, may be deemed the beneficial owner of the 481,415 Shares beneficially owned by Gilead Capital.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 481,415
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 481,415
|
|
(c)
|
Mr. Strong has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares by Gilead Capital directly, and through the Gilead Capital Accounts since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
William R. Jellison
|
|
(a)
|
As of the close of business on December 16, 2016, Mr. Jellison did not own any Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Jellison has not entered into any transactions in the Shares since the filing of Amendment No. 1.
|
E.
|
Glenn P. Tobin
|
|
(a)
|
As of the close of business on December 16, 2016, Dr. Tobin did not own any Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Dr. Tobin has not entered into any transactions in the Shares since the filing of Amendment No. 1.
|
|
(d)
|
No person, other than the Reporting Persons and the Gilead Capital Accounts, is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
Item 7 is hereby amended to add the following exhibits:
|
|
99.1
|
Joint Filing and Solicitation Agreement by and among Gilead Capital LP, Gilead Capital GP LLC, Jeffrey A. Strong, William R. Jellison and Glenn P. Tobin, dated December 19, 2016.
|
|
99.2
|
Powers of Attorney.
|
Gilead Capital LP
|
|||
By:
|
/s/ Jeffrey A. Strong
|
||
Name:
|
Jeffrey A. Strong
|
||
Title:
|
Managing Partner
|
Gilead Capital GP LLC
|
|||
By:
|
/s/ Jeffrey A. Strong
|
||
Name:
|
Jeffrey A. Strong
|
||
Title:
|
Managing Member
|
/s/ Jeffrey A. Strong
|
|
Jeffrey A. Strong
Individually and as attorney-in-fact for William R. Jellison and
Glenn P. Tobin
|
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Purchase of Common Stock
|
100*
|
50.8100
|
12/09/2016
|
Purchase of Common Stock
|
100*
|
52.7600
|
12/13/2016
|
Purchase of Common Stock
|
1,000
|
47.4650
|
12/16/2016
|
Gilead Capital LP
|
|||
By: |
Gilead Capital GP LLC
General Partner
|
||
|
By:
|
/s/ Jeffrey A. Strong | |
Name: | Jeffrey A. Strong | ||
Title: | Managing Member | ||
Gilead Capital GP LLC
|
|||
By: | /s/ Jeffrey A. Strong | ||
Name: | Jeffrey A. Strong | ||
Title: | Managing Member | ||
/s/ Jeffrey A. Strong | |||
Jeffrey A. Strong
|
/s/ William Jellison | |||
William Jellison
|
/s/ Glenn P. Tobin | |||
Glenn P. Tobin
|
/s/ William Jellison | |||
William Jellison
|
/s/ Glenn P. Tobin | |||
Glenn P. Tobin
|