Page 25 of 36 – SEC Filing
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby
amended and restated to read as follows:
The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, and Starboard Papa LLC, and held in the Starboard Value LP
Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 3,758,713 Shares beneficially owned by Starboard V&O Fund is approximately
$177,314,586, excluding brokerage commissions. The aggregate purchase price of the 440,135 Shares beneficially owned by Starboard
S LLC is approximately $20,691,598, excluding brokerage commissions. The aggregate purchase price of the 247,597 Shares beneficially
owned by Starboard C LP is approximately $11,640,459, excluding brokerage commissions. The aggregate purchase price of the 456,609
Shares beneficially owned by Starboard Papa LLC is approximately $22,979,261, excluding brokerage commissions. The aggregate purchase
price of the 563,567 Shares held in the Starboard Value LP Account is approximately $26,539,458, excluding brokerage commissions.
The Shares beneficially
owned by Ms. Cranston are held by the Mary B. Cranston Revocable Trust UAD 05/12/2009, of which she is the trustee and were purchased
in the open market with personal funds. The aggregate purchase price of the 223 Shares beneficially owned by Ms. Cranston is approximately
$15,053, excluding brokerage commissions. The Shares beneficially owned by Mr. Khazam are held by the Khazam Family Trust, of
which he is a co-trustee with his wife and were purchased in the open market with personal funds. The aggregate purchase price
of the 400 Shares beneficially owned by Mr. Khazam is approximately $26,600, excluding brokerage commissions. The Shares beneficially
owned by Mr. Olson are held by the Jon A Olson and Annette L Olson Revocable Trust dated 12/28/1994, of which he is a co-trustee
with his wife and were purchased in the open market with personal funds. The aggregate purchase price of the 500 Shares beneficially
owned by Mr. Olson is approximately $32,741, excluding brokerage commissions. The Shares purchased by each of Ms. Makov and Messrs.
Lacey, Titinger and Waters were purchased with personal funds in the open market. The aggregate purchase price of the 200 Shares
owned directly by Ms. Makov is approximately $13,392, excluding brokerage commissions. The aggregate purchase price of the 1,450
Shares owned directly by Mr. Lacey is approximately $96,135, excluding brokerage commissions. The aggregate purchase price of
the 192 Shares owned directly by Mr. Titinger is approximately $12,528, including brokerage commissions. The aggregate purchase
price of the 2,500 Shares owned directly by Mr. Waters is approximately $166,593, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby
amended to add the following:
On March 12, 2018, Starboard
Value LP (together with its affiliates, “Starboard”) issued an open letter to the shareholders of the Issuer responding
to the Issuer’s March 7th announcement that it intends to hold an extraordinary general meeting of shareholders
(“EGM”) to vote on the implementation of plurality voting and the use of a universal proxy card in contested elections.
In the letter, Starboard expressed its belief that the EGM is unnecessary and designed to improperly delay the 2018 Annual General
Meeting of Shareholders (the “2018 Annual Meeting”) for the purpose of perpetuating the status quo for as long as possible,
as evidenced by the fact that the Issuer disclosed its intention not to hold the 2018 Annual Meeting until July 25, 2018, which
is the last possible day permitted under Israeli law, and a full three months later than the expected meeting date of April 25th.
Starboard stated in the letter that while neither of the proposals to be presented at the EGM is problematic, there is no need
to delay the 2018 Annual Meeting by three months to accomplish the Issuer’s goal of implementing these changes.
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