Page 14 of 20 – SEC Filing The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 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 and Starboard CLP 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 1,766,849 Shares beneficially owned by Starboard V&O Fund is approximately $47,116,902, excluding brokerage commissions. The aggregate purchase price of the 459,472 Shares beneficially owned by Starboard S LLC is approximately $13,140,573, excluding brokerage commissions. The aggregate purchase price of the 252,108 Shares beneficially owned by Starboard C LP is approximately $6,803,789, excluding brokerage commissions. The aggregate purchase price of the 550,501 Shares held in the Starboard Value LP Account is approximately $15,746,326, excluding brokerage commissions. Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 50,040,196 Shares outstanding, as of February 20, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2017. A. Starboard V&O Fund
(a) As of the close of business on March 7, 2017, Starboard V&O Fund beneficially owned 1,766,849 Shares.
Percentage: Approximately 3.5% (b) 1. Sole power to vote or direct vote: 1,766,849
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,766,849
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
B. Starboard S LLC
(a) As of the close of business on March 7, 2017, Starboard S LLC beneficially owned 459,472 Shares.
Percentage: Less than 1% Follow Brinks Co (NYSE:BCO)
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The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 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 and Starboard CLP 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 1,766,849 Shares beneficially owned by Starboard V&O Fund is approximately $47,116,902, excluding brokerage commissions. The aggregate purchase price of the 459,472 Shares beneficially owned by Starboard S LLC is approximately $13,140,573, excluding brokerage commissions. The aggregate purchase price of the 252,108 Shares beneficially owned by Starboard C LP is approximately $6,803,789, excluding brokerage commissions. The aggregate purchase price of the 550,501 Shares held in the Starboard Value LP Account is approximately $15,746,326, excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 50,040,196 Shares outstanding, as of February 20, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2017.
| A. | Starboard V&O Fund |
| | (a) | As of the close of business on March 7, 2017, Starboard V&O Fund beneficially owned 1,766,849 Shares. |
Percentage: Approximately 3.5%
| | (b) | 1. Sole power to vote or direct vote: 1,766,849 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,766,849 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| B. | Starboard S LLC |
| | (a) | As of the close of business on March 7, 2017, Starboard S LLC beneficially owned 459,472 Shares. |
Percentage: Less than 1%
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