Page 7 of 9 SEC Filing Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Persons is based upon 73,537,940 Shares outstanding, which is the total number
of Shares outstanding as of February 18, 2016, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2015, filed with the SEC on February 22, 2016.
As of the close of business on
February 24, 2016, JANA may be deemed to beneficially own 5,890,368 Shares, constituting approximately 8.0% of the Shares
outstanding.
As of the close of business on February 24, 2016, Mr. Crawford may be deemed to beneficially own 82,251 Shares, constituting approximately 0.1% of the Shares outstanding.
As of the close of business on
February 24, 2016, Ms. Schlichting may be deemed to beneficially own 12,125 Shares, constituting approximately 0.0% of the
Shares outstanding.
By virtue of the Nominee Agreements (as
defined and described in Item 6 below), JANA, Mr. Crawford and Ms. Schlichting 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 5,984,744 Shares,
representing approximately 8.1% of the outstanding Shares. Mr. Crawford expressly disclaims beneficial ownership of the Shares
beneficially owned by JANA and Ms. Schlichting. Ms. Schlichting expressly disclaims beneficial ownership of the Shares beneficially
owned by JANA and Mr. Crawford. JANA expressly disclaims beneficial ownership of the Shares beneficially owned by Mr. Crawford
and Ms. Schlichting.
(b) JANA has sole voting and dispositive
power over 5,890,368 Shares, which power is exercised by the Principal. Mr. Crawford has sole voting and dispositive power over
the 82,251 Shares beneficially owned by him. Ms. Schlichting has sole voting and dispositive power over the 12,125 Shares beneficially
owned by her.
(c) Information concerning transactions
in the Shares effected by the Reporting Persons during the past sixty days is set forth in Exhibit A hereto and is incorporated
herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage
entities.
(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 the proceeds from the sale
of, the Shares.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. Crawford and Ms. Schlichting (each
an “Independent Nominee”) have each entered into a nominee agreement (the “Nominee Agreement”)
with JANA substantially in the form attached as Exhibit B to this Schedule 13D whereby each Independent Nominee agreed,
if JANA so elects, to become a member of a slate of nominees (the “Slate”) and stand for election as a director
of the Issuer. Pursuant to each Nominee Agreement, JANA has agreed to pay the costs of soliciting proxies in connection with the
Annual Meeting, and to defend and indemnify each Independent Nominee against, and with respect to, any losses that may be incurred
by them in the event they become a party to litigation based on their nomination as a candidate for election to the Issuer’s
board of directors and the solicitation of proxies in
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| Item 5. | INTEREST IN SECURITIES OF THE ISSUER. |
(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Persons is based upon 73,537,940 Shares outstanding, which is the total number
of Shares outstanding as of February 18, 2016, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2015, filed with the SEC on February 22, 2016.
As of the close of business on
February 24, 2016, JANA may be deemed to beneficially own 5,890,368 Shares, constituting approximately 8.0% of the Shares
outstanding.
As of the close of business on February 24, 2016, Mr. Crawford may be deemed to beneficially own 82,251 Shares, constituting approximately 0.1% of the Shares outstanding.
As of the close of business on
February 24, 2016, Ms. Schlichting may be deemed to beneficially own 12,125 Shares, constituting approximately 0.0% of the
Shares outstanding.
By virtue of the Nominee Agreements (as
defined and described in Item 6 below), JANA, Mr. Crawford and Ms. Schlichting 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 5,984,744 Shares,
representing approximately 8.1% of the outstanding Shares. Mr. Crawford expressly disclaims beneficial ownership of the Shares
beneficially owned by JANA and Ms. Schlichting. Ms. Schlichting expressly disclaims beneficial ownership of the Shares beneficially
owned by JANA and Mr. Crawford. JANA expressly disclaims beneficial ownership of the Shares beneficially owned by Mr. Crawford
and Ms. Schlichting.
(b) JANA has sole voting and dispositive
power over 5,890,368 Shares, which power is exercised by the Principal. Mr. Crawford has sole voting and dispositive power over
the 82,251 Shares beneficially owned by him. Ms. Schlichting has sole voting and dispositive power over the 12,125 Shares beneficially
owned by her.
(c) Information concerning transactions
in the Shares effected by the Reporting Persons during the past sixty days is set forth in Exhibit A hereto and is incorporated
herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage
entities.
(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 the proceeds from the sale
of, the Shares.
(e) Not applicable.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Mr. Crawford and Ms. Schlichting (each
an “Independent Nominee”) have each entered into a nominee agreement (the “Nominee Agreement”)
with JANA substantially in the form attached as Exhibit B to this Schedule 13D whereby each Independent Nominee agreed,
if JANA so elects, to become a member of a slate of nominees (the “Slate”) and stand for election as a director
of the Issuer. Pursuant to each Nominee Agreement, JANA has agreed to pay the costs of soliciting proxies in connection with the
Annual Meeting, and to defend and indemnify each Independent Nominee against, and with respect to, any losses that may be incurred
by them in the event they become a party to litigation based on their nomination as a candidate for election to the Issuer’s
board of directors and the solicitation of proxies in
