SC 13D/A 1 t307649.txt PICO =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ SCHEDULE 13D (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) (Amendment No. 1) PICO Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 693366205 (CUSIP Number) Thomas D. Mueller Chief Operating Officer and Chief Compliance Officer 462 South Fourth Street, Suite 1600 Louisville, KY 40202 (502) 371-4100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 25, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] (Continued on following pages) (Page 1 of 25 Pages) =========================================================================== --------- ---------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS RIVER ROAD ASSET MANAGEMENT, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] --------- ---------------------------------------------------------------------- 3 SEC USE ONLY --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS OO --------- ---------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------------- ------ ------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,629,543 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE EACH -------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,031,750 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,031,750 --------- ---------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA --------- ---------------------------------------------------------------------- (Page 2 of 25 Pages) ITEM 1. SECURITY AND ISSUER This statement relates to shares of Common Stock, par value $0.001 per share (the "Stock"), of PICO Holdings, Inc. (the "Issuer"). The principle executive office of the Issuer is located at the following address: PICO HOLDINGS, INC. 7979 IVANHOE AVENUE, SUITE 300 LA JOLLA, CALIFORNIA 92037 ITEM 2. IDENTITY AND BACKGROUND The information regarding the persons filing this statement is as follows: (a) The name of the persons filing are: RIVER ROAD ASSET MANAGEMENT, LLC ("RRAM") (THE "FILER"). (b) The business address of the Filer is as follows: 462 SOUTH FOURTH STREET, SUITE 1600, LOUISVILLE, KY 40202 (c) Present principal occupation or employment of the Filer and the name, principal business and address of any corporation or other in which such employment is conducted: RRAM IS A SECURITIES AND EXCHANGE COMMISSION REGISTERED INVESTMENT ADVISOR. THE NAME, BUSINESS ADDRESS, BUSINESS ACTIVITY AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE FILER ARE SET FORTH IN ANNEX A, WHICH IS INCORPORATED HEREIN BY REFERENCE. (d) During the last five years, none of the Filer, or the persons listed in Annex A, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Filer, or the persons listed in Annex A, were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: RRAM IS ORGANIZED UNDER THE LAWS OF DELAWARE. THE CITIZENSHIP OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE FILER WHO IS A NATURAL PERSON IS SET FORTH IN ANNEX A HERETO, WHICH IS INCORPORATED HEREIN BY REFERENCE. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of funds used in purchasing the Stock of the Issuer is RRAM client funds for which RRAM acts as investment advisor pursuant to an investment advisory agreement between each RRAM client and RRAM. The amount of funds used in purchasing the Stock of the Issuer is $38,903,644.92 (Page 3 of 25 Pages) ITEM 4. PURPOSE OF TRANSACTION The Stock was acquired for investment purposes in the ordinary course of business. As such, the Filer may purchase, hold, vote, trade, dispose, sell or otherwise deal the Stock for the benefit of its clients depending on changes in the per share price of the Stock, or related to changes in the Issuer's operations, management structure, business strategy, future acquisitions, growth prospects, liquidity, capital allocation, including use of leverage, or from the sale or merger of the Issuer. The Filer may discuss such matters, and specifically may discuss board of director nominees and may suggest potential board of director nominees, with the Issuer's management or directors, other shareholders, existing or potential strategic partners or competitors, investment and finance professionals, and other investors. Such analysis and discussions may result in the Filer materially modifying their ownership of the Stock. The Filer may also exchange information with the Issuer pursuant to confidentiality or similar agreements, propose changes in its operations, governance, capitalization, or propose one or more of the actions described in sections (a) through (j) of Item 4 of Schedule 13D, all in order to enhance shareholder value. The Filer does not intend to seek control of the Issuer or participate in the day-to-day management of the Issuer. Certain officers of RRAM sent a letter on February 23, 2015 to Issuer's Board of Directors suggesting that management explore the sale of non-core assets and conduct a strategic review of its core business. Certain officers of RRAM sent a second letter on March 31, 2015 to Issuer's Board of Directors expressing support for various items announced by the Issuer on March 16, 2015 and suggesting additional disclosure from the Issuer regarding the Issuer's assets and urging the Board to execute a repurchase program. A copy of the March 31, 2015 letter is attached as Exhibit A. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Based on 23,004,618 shares of Common Stock of the Issuer outstanding as of March 13, 2015, the Filer, or the persons listed in Annex A, may be deemed to beneficially own 2,031,750, or 8.8%, of the Issuer's outstanding shares of Common Stock. (b) The Filer, or the persons listed in Annex A, have the sole power to vote or direct the vote of 1,629,543 shares of the Stock and to dispose or direct the disposition of 2,031,750 shares of the Stock that the Filers may be deemed to beneficially own. (c) The Filer effected the following transactions in the Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Stock by the Filer during the sixty days prior to and including March 30, 2015 (date range: January 31, 2015 through March 30, 2015): (1) NAME (2) DATE (3) NUMBER (4) PRICE (5) HOW WHERE TRANSACTED OF SHARES PER SHARE TRANSACTED - OF COMMON OF COMMON SELL OR BUY STOCK STOCK RRAM 2/6/2015 240 16.24 Sell RRAM Principal Place of Business RRAM 2/6/2015 800 16.24 Sell RRAM Principal Place of Business RRAM 2/6/2015 790 16.24 Sell RRAM Principal Place of Business RRAM 2/6/2015 1,110 16.24 Sell RRAM Principal Place of Business (Page 4 of 25 Pages) RRAM 2/6/2015 2,060 16.24 Sell RRAM Principal Place of Business RRAM 2/11/2015 3,000 15.91 Buy RRAM Principal Place of Business RRAM 2/11/2015 4,000 15.91 Buy RRAM Principal Place of Business RRAM 2/11/2015 400 15.91 Buy RRAM Principal Place of Business RRAM 2/12/2015 10,528 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 4,826 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 3,389 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 668 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 252 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 319 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 1,345 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 196 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 3,235 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 753 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 308 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 692 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 401 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 444 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 8,563 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 66 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 7,302 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 308 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 3,120 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 10,065 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 1,374 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 162 16.18 Buy RRAM Principal Place of Business (Page 5 of 25 Pages) RRAM 2/12/2015 1,214 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 1,164 16.18 Buy RRAM Principal Place of Business RRAM 2/12/2015 244 16.18 Buy RRAM Principal Place of Business RRAM 2/13/2015 2,251 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 1,032 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 725 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 142 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 54 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 68 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 287 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 42 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 692 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 161 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 66 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 147 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 85 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 95 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 1,831 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 14 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 1,561 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 66 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 667 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 2,152 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 294 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 34 16.39 Buy RRAM Principal Place of Business (Page 6 of 25 Pages) RRAM 2/13/2015 259 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 248 16.39 Buy RRAM Principal Place of Business RRAM 2/13/2015 52 16.39 Buy RRAM Principal Place of Business RRAM 2/17/2015 2,291 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 1,051 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 738 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 145 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 55 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 69 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 293 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 42 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 704 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 164 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 67 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 150 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 87 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 96 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 1,864 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 14 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 1,589 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 67 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 679 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 2,190 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 299 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 35 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 265 16.56 Buy RRAM Principal Place of Business (Page 7 of 25 Pages) RRAM 2/17/2015 254 16.56 Buy RRAM Principal Place of Business RRAM 2/17/2015 53 16.56 Buy RRAM Principal Place of Business RRAM 2/18/2015 1,903 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 873 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 613 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 120 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 45 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 57 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 243 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 35 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 585 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 137 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 55 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 126 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 72 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 80 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 1,548 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 12 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 1,320 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 55 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 564 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 1,820 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 249 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 29 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 220 16.68 Buy RRAM Principal Place of Business (Page 8 of 25 Pages) RRAM 2/18/2015 211 16.68 Buy RRAM Principal Place of Business RRAM 2/18/2015 44 16.68 Buy RRAM Principal Place of Business RRAM 2/19/2015 2,446 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 1,121 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 787 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 156 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 58 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 74 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 313 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 46 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 752 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 175 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 71 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 161 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 93 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 103 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 1,989 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 15 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 1,696 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 71 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 725 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 2,338 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 319 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 37 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 282 16.67 Buy RRAM Principal Place of Business RRAM 2/19/2015 271 16.67 Buy RRAM Principal Place of Business (Page 9 of 25 Pages) RRAM 2/19/2015 57 16.67 Buy RRAM Principal Place of Business RRAM 3/9/2015 3,033 17.15 Buy RRAM Principal Place of Business RRAM 3/9/2015 1,235 17.15 Buy RRAM Principal Place of Business RRAM 3/9/2015 2,097 17.15 Buy RRAM Principal Place of Business RRAM 3/9/2015 3,346 17.15 Buy RRAM Principal Place of Business RRAM 3/12/2015 7,000 16.81 Buy RRAM Principal Place of Business RRAM 3/12/2015 500 16.67 Buy RRAM Principal Place of Business RRAM 3/12/2015 204 16.67 Buy RRAM Principal Place of Business RRAM 3/12/2015 346 16.67 Buy RRAM Principal Place of Business RRAM 3/12/2015 552 16.67 Buy RRAM Principal Place of Business RRAM 3/17/2015 190 15.52 Buy RRAM Principal Place of Business RRAM 3/18/2015 1,240 15.20 Buy RRAM Principal Place of Business RRAM 3/18/2015 4,340 15.20 Buy RRAM Principal Place of Business RRAM 3/18/2015 25,570 15.20 Buy RRAM Principal Place of Business RRAM 3/18/2015 1,880 15.18 Buy RRAM Principal Place of Business RRAM 3/18/2015 5,840 15.20 Buy RRAM Principal Place of Business RRAM 3/18/2015 320 15.17 Buy RRAM Principal Place of Business RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 210 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 60 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 770 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 290 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 30 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 160 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 100 15.15 Sell RRAM Principal Place of Business (Page 10 of 25 Pages) RRAM 3/18/2015 10 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 80 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 50 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 120 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 870 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 770 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 550 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 150 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 30 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 80 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 100 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 60 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 20 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 40 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 20 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 100 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 160 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 102 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 92 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 440 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 40 15.15 Sell RRAM Principal Place of Business (Page 11 of 25 Pages) RRAM 3/18/2015 40 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 50 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 80 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 140 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 980 15.15 Sell RRAM Principal Place of Business RRAM 3/18/2015 54 15.15 Sell RRAM Principal Place of Business RRAM 3/19/2015 147 15.01 Sell RRAM Principal Place of Business RRAM 3/19/2015 250 15.01 Sell RRAM Principal Place of Business RRAM 3/19/2015 161 15.01 Sell RRAM Principal Place of Business RRAM 3/19/2015 298 15.01 Sell RRAM Principal Place of Business RRAM 3/19/2015 446 15.01 Sell RRAM Principal Place of Business RRAM 3/19/2015 80 15.01 Sell RRAM Principal Place of Business RRAM 3/19/2015 80 15.01 Sell RRAM Principal Place of Business RRAM 3/19/2015 103 15.01 Sell RRAM Principal Place of Business RRAM 3/19/2015 96 15.01 Sell RRAM Principal Place of Business RRAM 3/19/2015 95 15.01 Sell RRAM Principal Place of Business RRAM 3/19/2015 444 15.01 Sell RRAM Principal Place of Business RRAM 3/20/2015 696 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 332 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 366 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 66 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 24 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 36 15.90 Buy RRAM Principal Place of Business (Page 12 of 25 Pages) RRAM 3/20/2015 88 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 17 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 268 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 55 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 27 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 58 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 68 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 36 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 341 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 6 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 521 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 13 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 303 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 991 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 81 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 6 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 107 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 108 15.90 Buy RRAM Principal Place of Business RRAM 3/20/2015 27 15.90 Buy RRAM Principal Place of Business RRAM 3/23/2015 8,478 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 2,999 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 4,038 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 1,429 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 4,447 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 1,573 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 801 16.08 Buy RRAM Principal Place of Business (Page 13 of 25 Pages) RRAM 3/23/2015 283 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 300 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 106 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 440 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 155 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 1,067 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 378 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 215 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 76 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 3,260 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 1,154 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 664 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 235 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 338 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 119 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 695 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 245 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 825 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 292 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 440 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 155 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 4,154 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 1,470 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 82 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 29 16.01 Buy RRAM Principal Place of Business (Page 14 of 25 Pages) RRAM 3/23/2015 6,343 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 2,244 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 171 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 60 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 3,690 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 1,306 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 12,068 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 4,270 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 985 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 349 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 85 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 30 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 1,303 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 461 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 1,306 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 462 16.01 Buy RRAM Principal Place of Business RRAM 3/23/2015 341 16.08 Buy RRAM Principal Place of Business RRAM 3/23/2015 120 16.01 Buy RRAM Principal Place of Business RRAM 3/24/2015 10,886 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 5,184 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 5,710 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 600 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 1,029 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 386 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 565 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 1,371 16.04 Buy RRAM Principal Place of Business (Page 15 of 25 Pages) RRAM 3/24/2015 276 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 4,186 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 854 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 434 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 894 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 1,059 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 565 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 5,333 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 105 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 8,145 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 219 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 4,738 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 15,497 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 1,265 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 110 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 1,673 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 1,677 16.04 Buy RRAM Principal Place of Business RRAM 3/24/2015 439 16.04 Buy RRAM Principal Place of Business RRAM 3/25/2015 9,362 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 4,882 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 3,330 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 400 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 541 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 199 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 340 16.16 Buy RRAM Principal Place of Business (Page 16 of 25 Pages) RRAM 3/25/2015 1,352 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 127 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 1,727 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 565 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 204 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 873 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 550 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 267 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 5,280 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 55 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 4,882 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 460 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 2,495 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 1,128 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 9,702 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 1,382 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 117 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 798 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 833 16.16 Buy RRAM Principal Place of Business RRAM 3/25/2015 272 16.16 Buy RRAM Principal Place of Business RRAM 3/26/2015 2,484 16.08 Buy RRAM Principal Place of Business RRAM 3/26/2015 1,296 16.08 Buy RRAM Principal Place of Business RRAM 3/26/2015 884 16.08 Buy RRAM Principal Place of Business RRAM 3/26/2015 144 16.08 Buy RRAM Principal Place of Business RRAM 3/26/2015 53 16.08 Buy RRAM Principal Place of Business RRAM 3/26/2015 90 16.08 Buy RRAM Principal Place of Business (Page 17 of 25 Pages) RRAM 3/26/2015 359 16.08 Buy RRAM Principal Place of Business RRAM 3/26/2015 33 16.08 Buy RRAM Principal Place of Business RRAM 3/26/2015 459 16.08 Buy RRAM Principal Place of Business RRAM 3/26/2015 149 16.08 Buy RRAM 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Principal Place of Business RRAM 3/26/2015 31 16.08 Buy RRAM Principal Place of Business RRAM 3/26/2015 212 16.08 Buy RRAM Principal Place of Business RRAM 3/26/2015 220 16.08 Buy RRAM Principal Place of Business RRAM 3/26/2015 72 16.08 Buy RRAM Principal Place of Business RRAM 3/27/2015 2,118 16.16 Buy RRAM Principal Place of Business (Page 18 of 25 Pages) RRAM 3/27/2015 984 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 717 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 115 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 42 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 72 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 289 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 28 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 351 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 120 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 43 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 192 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 118 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 55 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 1,141 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 12 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 1,004 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 105 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 535 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 141 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 169 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 68 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 116 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 187 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 2,096 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 291 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 27 16.16 Buy RRAM Principal Place of Business (Page 19 of 25 Pages) RRAM 3/27/2015 163 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 170 16.16 Buy RRAM Principal Place of Business RRAM 3/27/2015 59 16.16 Buy RRAM Principal Place of Business RRAM 3/30/2015 6,427 16.51 Buy RRAM Principal Place of Business RRAM 3/30/2015 2,985 16.51 Buy RRAM Principal Place of Business RRAM 3/30/2015 2,173 16.51 Buy RRAM Principal Place of Business RRAM 3/30/2015 100 16.51 Buy RRAM Principal Place of Business RRAM 3/30/2015 351 16.51 Buy RRAM Principal Place of Business RRAM 3/30/2015 130 16.51 Buy RRAM Principal Place of Business RRAM 3/30/2015 222 16.51 Buy RRAM Principal Place of Business RRAM 3/30/2015 876 16.51 Buy RRAM Principal Place of Business RRAM 3/30/2015 88 16.51 Buy RRAM Principal Place of Business RRAM 3/30/2015 1,065 16.51 Buy RRAM Principal Place of Business RRAM 3/30/2015 368 16.51 Buy RRAM Principal Place of Business RRAM 3/30/2015 131 16.51 Buy RRAM Principal Place of Business RRAM 3/30/2015 582 16.51 Buy RRAM Principal Place of Business RRAM 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The transactions noted above were purchases or sales of shares effected in the open market and the table includes commissions paid in per share prices. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER RRAM is the investment adviser to accounts of RRAM clients pursuant to investment advisory agreements between RRAM clients and RRAM. Each investment advisory agreement provides RRAM with the authority, among other things, to invest account funds in the Stock, to dispose of the Stock, and to file this statement on behalf of the account. Some, but not all, investment advisory agreements provide RRAM with the authority to vote for the Stock. The number of shares of Stock for which RRAM has sole voting power is reflected on RRAM's cover page. (Page 21 of 25 Pages) ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT A - Letter to the Board of Directors dated March 31, 2015. ANNEX A - The name, business address, business activity, present principal occupation or employment and, if natural person, citizenship of each executive officer and director of the Filers. 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. March 31, 2015 RIVER ROAD ASSET MANAGEMENT, LLC, a Delaware limited liability company /s/ Thomas D. Mueller ------------------------ By: Thomas D. Mueller Chief Operating Officer and Chief Compliance Officer (Page 22 of 25 Pages) Annex A The name, business address, business activity, present principal occupation or employment and, if natural person, citizenship of each executive officer and director of the Filer are set forth in Exhibit A hereto, which is incorporated herein by reference. RIVER ROAD ASSET MANAGEMENT, LLC NAME BUSINESS ADDRESS BUSINESS ACTIVITY PRESENT PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT Shircliff, James C. 462 S. 4th Street Chief Investment Chief Investment Officer United States Officer Suite 1600 Louisville, KY 40202 Beck, R. Andrew 462 S. 4th Street President & CEO President & CEO United States Suite 1600 Louisville, KY 40202 Sanders III, Henry 462 S. 4th Street Executive Vice Executive Vice President United States W. President Suite 1600 Louisville, KY 40202 Forsha, Thomas S. 462 S. 4th Street Co-Chief Investment Co-Chief Investment United States Officer Officer Suite 1600 Louisville, KY 40202 Deuser, Greg E. 462 S. 4th Street Chief Risk Officer Chief Risk Officer United States Suite 1600 Louisville, KY 40202 Mueller, Thomas D. 462 S. 4th Street Chief Operating Chief Operating Officer United States Officer and Chief and Chief Compliance Compliance Officer Officer Suite 1600 Louisville, KY 40202
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