Page 10 of 15 SEC Filing
To the best of the Reporting Persons knowledge, none of the
persons listed on Appendix A beneficially owns any securities of the Issuer.
(b) Trilogy, LCSL, LCS and Levin may be
deemed to have shared voting and dispositive power over the 714,952 shares of
Common Stock Trilogy beneficially owns. Levcap, LCSEP, LCS, Levin and the
portfolio manager of Levcap, may be deemed to have shared voting and dispositive
power over the 64,433 shares of Common Stock Levcap beneficially owns.
LCS and Levin has shared voting power over an additional
2,499,454 shares and shared dispositive power over an additional 2,887,350
shares of Common Stock that LCS may be deemed to beneficially own. Voting power
is shared with the applicable investment advisory client or the primary advisor
over the funds. LCS votes the shares of Common Stock of the Issuer beneficially
owned by it based upon internal procedures, however the applicable client or the
primary advisor on an account can instruct LCS to vote any proxy upon request
and overrule LCS.
Levin has sole voting and dispositive power over an additional
235,324 shares of Common Stock held in trust accounts for the benefit of his
wife and children of which he controls and shared voting and dispositive power
over the 815,799 shares of Common Stock held in managed accounts held by various
family members. Voting and dispositive power over the 815,799 shares of Common
Stock held in managed accounts held by various family members is shared with
such family members.
(c) During the past sixty days, the
Reporting Persons have made the purchases and sales of the Common Stock of the
Issuer described on Appendix B hereto.
(d) Neuberger Berman Absolute Return
Multi-Manager Fund, a registered investment company under the Investment Company
Act of 1940, for which LCS acts as sub-investment advisor has the right to
receive dividends from, and the proceeds from the sale of, 518,072 shares.
Neuberger Berman Absolute Return Multi Manager UCITS Fund, an Irish registered
Undertakings for Collective Investment in Transferable Securities investment
company, for which LCS acts as sub-investment advisor has the right to receive
dividends from, and the proceeds from the sale of, 61,459 shares. Neuberger
Berman AMT Absolute Return Multi-Manager Portfolio, a registered investment
company under the Investment Company Act of 1940, for which LCS acts as
sub-investment advisor has the right to receive dividends from, and the proceeds
from the sale of, 4,773 shares. Various separately managed accounts for whom LCS
acts as investment manager have the right to receive dividends from, and the
proceeds from the sale of 2,303,046 shares. Levin has investment discretion and
voting authority over certain Levin family related accounts, and these accounts
have the right to receive dividends from and the proceeds from the sale of
1,051,123 shares.
(e) Not applicable.
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 is hereby amended to add the following:
LCS has entered into swap contracts with an affiliate of JP
Morgan with respect to 89,200 shares of the Common Stock and swap contracts with
an affiliate of Morgan Stanley with respect to 6,466 shares of the Common Stock.
Under the terms of the swap contracts, LCS is only permitted to sell the shares
back, at LCSs option at any time, to the swap counterparty at prevailing market
prices. LCS is not otherwise permitted to vote or purchase/sell the underlying
shares.
On February 23, 2016, the Reporting Persons and the Issuer
entered into the Agreement, as defined and described in Item 4 above and
attached as Exhibit 99.1 hereto.
On February 25, 2016, the Reporting Persons entered into a
Joint Filing Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D with respect to
securities of the Issuer, to the extent required by applicable law. The Joint
Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein
by reference.