Page 26 of 39 – SEC Filing
(c)The
principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been
formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies
in order to enhance shareholder value. Starboard S LLC and Starboard C LP have been formed for the purpose of investing
in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory
and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP
Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of
investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The
principal business of Principal Co is providing investment advisory and management services. Principal Co is a member
of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general
partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP. Messrs. Smith, Mitchell and
Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management
Committee of Principal GP. The principal business of BLR Partners is investing in securities. The principal business of BLRPart
GP is serving as the general partner of BLR Partners. The principal business of BLRGP is serving as the general partner of BLRPart
GP. The principal business of Fondren Management is serving as the investment manager of BLR Partners. The principal business of
FMLP is serving as the general partner of Fondren Management. The principal occupation of Mr. Radoff is serving as the sole shareholder
and sole director of each of BLRGP and FMLP. The principal occupation of Ms. O’Hara is serving as Chief Marketing Officer,
Global Media for Time Warner Inc. The principal occupation of Mr. Press is serving as Managing Member of Oliver Press Partners,
LLC. The principal occupation of Mr. Riedel is serving on the Board of Directors of Xperi Corporation. Mr. Riedel also teaches
part-time at Harvard Business School. The principal occupation of Mr. Terino is serving as Chief Executive Officer of SeaChange
International, Inc. and as President of GET Advisory Service LLC.
(d)No
Reporting Person, nor any person listed on Schedule A to the Schedule 13D, annexed thereto, has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)No
Reporting Person, nor any person listed on Schedule A to the Schedule 13D, annexed thereto, has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
(f)Messrs.
Smith, Mitchell, Feld, Radoff, Press, Riedel and Terino and Ms. O’Hara are citizens of the United States of America. The
citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein.
| 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 and Starboard C LP 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 B to the Schedule 13D, which is incorporated by reference
herein. The aggregate purchase price of the 1,946,682 Shares beneficially owned by Starboard V&O Fund is approximately $36,740,104,
excluding brokerage commissions. The aggregate purchase price of the 225,144 Shares beneficially owned by Starboard S LLC is approximately
$4,256,242, excluding brokerage commissions. The aggregate purchase price of the 127,669 Shares beneficially owned by Starboard
C LP is approximately $2,400,998, excluding brokerage commissions. The aggregate purchase price of the 253,914 Shares held in the
Starboard Value LP Account is approximately $4,830,314, excluding brokerage commissions.
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