Page 20 of 23 – SEC Filing
Percentage: Approximately 4.99%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,793,247 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,793,247 |
| (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
Each Reporting Person, as a member of a “group”
with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be
deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims
beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| (d) | No person other than the Reporting Persons 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) As
of January 16, 2018, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Schedule
13D is hereby amended to add the following:
On January 16, 2018,
the Reporting Persons and the Issuer entered into the Agreements defined and described in Item 4 above. A copy of each of the Agreements
are attached as exhibits to the Issuer’s Form 8-K filed with the SEC on January 16, 2018 and are incorporated herein by reference.
As previously disclosed
in the Schedule 13D, Starboard V&O Fund entered into a forward contract with Morgan Stanley as the counterparty providing for
the purchase of an aggregate of 500,000 Shares having an aggregate purchase price of $14,860,000 (the “Forward Contract”).
The Forward Contract has a final valuation date of April 26, 2019, however, Starboard V&O Fund has the ability to elect early
settlement after serving notice to Morgan Stanley of such intention at least two (2) scheduled trading days in advance of the desired
early final valuation date. The Forward Contract provides for physical settlement. Until the settlement date, the Forward Contract
does not give the Reporting Persons voting and dispositive control over the Shares to which such contract relates.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby
amended to add the following exhibits:
| 99.1 | Form of Note (incorporated by reference to Exhibit 4.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on January 16, 2018). |
| 99.2 | Form of Warrant (incorporated by reference to Exhibit 4.2 of the Issuer’s Current Report on Form 8-K filed with the SEC on January 16, 2018). |
