Page 7 of 8 – SEC Filing
As of the close of business on the date
hereof, JANA may be deemed to beneficially own 10,017,129 Shares (including options to purchase 1,476,000 Shares), representing
approximately 5.8% of the Shares outstanding.
As of the close of business on the date
hereof, Mr. J. Cohen may be deemed to beneficially own 75,000 Shares, representing less than 0.1% of the Shares outstanding.
As of the close of business on the date
hereof, Mr. Herz may be deemed to beneficially own 7,000 Shares, representing less than 0.1% of the Shares outstanding.
As of the close of business on the date
hereof, Mr. E. Cohen may be deemed to beneficially own 35,000 Shares, representing less than 0.1% of the Shares outstanding.
By virtue of the Nominee Agreements and
the Cooperation Agreement, JANA, each of the Potential Nominees and Mr. E. Cohen may be deemed to have formed a “group”
within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 10,134,129 Shares
(including options to purchase 1,476,000 Shares), representing approximately 5.8% of the outstanding Shares. Each Potential Nominee
expressly disclaims beneficial ownership of the Shares beneficially owned by JANA, each other Potential Nominee and Mr. E. Cohen.
JANA expressly disclaims beneficial ownership of the Shares beneficially owned by each Potential Nominee and Mr. E. Cohen. Mr.
E. Cohen expressly disclaims beneficial ownership of the Shares beneficially owned by JANA and each Potential Nominee.
(b) JANA has sole voting and dispositive
power over the 10,017,129 Shares (including options to purchase 1,476,000 Shares), which power is exercised by the Principal. Mr.
J. Cohen has sole voting and dispositive power over the 75,000 Shares beneficially owned by him. Mr. Herz has sole voting and dispositive
power over the 7,000 Shares beneficially owned by him. Mr. E. Cohen has sole voting and dispositive power over the 35,000 Shares
beneficially owned by him.
(c) Information concerning transactions in the
Shares effected by JANA since the filing of Amendment No. 2 is set forth in Exhibit I hereto and is incorporated herein
by reference. The other Reporting Persons did not effect any transactions in the Shares since the filing of Amendment No. 2.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
The third paragraph of Item 6 of the Schedule
13D is hereby amended and restated in its entirety as follows:
JANA beneficially owns 14,760 call options
for 1,476,000 Shares with strike prices ranging from
$45 – $47.5. The call options expire on August 31, 2017.
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS. |
Item 7 of the Schedule 13D is being amended
and supplemented by the addition of the following:
| Exhibit H: | Letter dated August 14, 2017 sent by JANA to the Issuer. |
| Exhibit I: | Transactions in the Shares effected since the Filing of Amendment No. 2. |
