Page 9 of 10 – SEC Filing
As of the close of business on the date
hereof, Ms. Adler may be deemed to beneficially own 3,455 Shares, representing less than 0.1% of the Shares outstanding.
As of the close of business on the date
hereof, Mr. Bittman may be deemed to beneficially own 860 Shares, representing less than 0.1% of the Shares outstanding.
By virtue of the Nominee Agreements (as
defined in Item 6) and the Consulting Agreements (as defined in Item 6), JANA, each of the Potential Nominees (as defined in Item
6) who may deemed to beneficially own Shares as described in Item 5(a) of the Schedule 13D and each of the Consultants (as defined
in Item 6) 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 27,642,498 Shares, representing approximately 8.7% of the outstanding Shares. Each
Potential Nominee expressly disclaims beneficial ownership of the Shares beneficially owned by JANA, each other Potential Nominee
and each Consultant. JANA expressly disclaims beneficial ownership of the Shares beneficially owned by each Potential Nominee and
each Consultant. Each Consultant expressly disclaims beneficial ownership of the Shares beneficially owned by JANA, each other
Consultant and each Potential Nominee.
(b) JANA has sole voting and dispositive
power over 26,074,830 Shares, which power is exercised by the Principal. Mr. Murphy has sole voting and dispositive power over
the 1,457,078 Shares beneficially owned by him. Ms. Dietz has sole voting and dispositive power over the 101,000 Shares beneficially
owned by her. Mr. Dickson has sole voting and dispositive power over the 5,275 Shares beneficially owned by him. Ms. Adler has
sole voting and dispositive power over the 3,455 Shares beneficially owned by her. Mr. Bittman has sole voting and dispositive
power over the 860 Shares beneficially owned by him.
(c) The previously reported
options held by the Reporting Persons were automatically exercised in-the-money according to their terms on their maturity
date of May 19, 2017, for an exercise price of $27.00 for options to purchase 2,810,000 Shares and for an exercise price of
$28.00 for options to purchase 725,000 Shares. As of the date hereof, the Reporting Persons no longer have trading authority
over 239,537 of the Shares previously reported. Except as set forth herein, the Reporting Persons did not affect any
transactions in the Shares since the filing of Original Schedule 13D.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
The first sentence of Item 6 of the Schedule
13D is hereby amended and restated as follows:
Each of Mr. Murphy, Mr. Dickson, Ms. Adler,
and Dr. Clark (each, the “Potential Nominee“) have entered into a nominee agreement (the “Nominee Agreement“)
with JANA substantially in the form attached as Exhibit B to the Schedule 13D whereby each Potential Nominee agreed to become
a member of a slate of nominees (the “Slate“) and stand for election as a director of the Issuer in connection
with a proxy solicitation (the “Proxy Solicitation“) which may be conducted by JANA in respect of the 2018 annual
meeting of stockholders of the Issuer (the “2018 Annual Meeting“).
The third paragraph of Item 6 of the Schedule
13D is hereby amended and supplemented as follows:
As of May 19, 2017, JANA is no longer party
to any call options.
