Filing Details
- Accession Number:
- 0000921895-16-003647
- Form Type:
- 13D Filing
- Publication Date:
- 2016-03-09 16:29:16
- Filed By:
- Scopia Capital
- Company:
- Conmed Corp (NASDAQ:CNMD)
- Filing Date:
- 2016-03-09
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SCOPIA PX | 542,427 | 2,093,148 | 542,427 | 2,093,148 | 542,427 | 2.0% |
| SCOPIA PARTNERS | 15,099 | 2,093,148 | 15,099 | 2,093,148 | 15,099 | Less than 1% |
| SCOPIA HEALTH CARE | 41,342 | 41,342 | 41,342 | Less than 1% | ||
| SCOPIA WINDMILL FUND | 382,036 | 382,036 | 382,036 | 1.4% | ||
| SCOPIA INTERNATIONAL MASTER FUND | 95,331 | 95,331 | 95,331 | Less than 1% | ||
| SCOPIA PX INTERNATIONAL MASTER FUND | 688,144 | 688,144 | 688,144 | 2.5% | ||
| SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND | 300,900 | 300,900 | 300,900 | 1.1% | ||
| SCOPIA CAPITAL GP | 2,065,279 | 2,065,279 | 2,065,279 | 7.5% | ||
| SCOPIA CAPITAL MANAGEMENT | 2,093,148 | 2,093,148 | 2,093,148 | 7.6% | ||
| SCOPIA MANAGEMENT, INC | 2,093,148 | 2,093,148 | 2,093,148 | 7.6% | ||
| MATTHEW SIROVICH | 2,093,148 | 7.6% | ||||
| JEREMY MINDICH | 2,093,148 | 7.6% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
CONMED Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
207410101
(CUSIP Number)
SAMANTHA NASELLO
SCOPIA CAPITAL MANAGEMENT LP
152 West 57th Street, 33rd Floor
New York, New York 10019
(212) 370-0303
STEVE WOLOSKY
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
Authorized to Receive Notices and Communications)
March 7, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON SCOPIA PX LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 542,427 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 542,427 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 542,427 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON SCOPIA PARTNERS LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 15,099 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 15,099 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,099 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON SCOPIA HEALTH CARE LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 41,342 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 41,342 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,342 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON SCOPIA WINDMILL FUND LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 382,036 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 382,036 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 382,036 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON SCOPIA INTERNATIONAL MASTER FUND LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 95,331 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 95,331 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 95,331 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON SCOPIA PX INTERNATIONAL MASTER FUND LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 688,144 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 688,144 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 688,144 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 300,900 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 300,900 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,900 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON SCOPIA CAPITAL GP LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,065,279 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 2,065,279 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,065,279 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON SCOPIA CAPITAL MANAGEMENT LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF, OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,093,148 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 2,093,148 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,093,148 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON SCOPIA MANAGEMENT, INC. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,093,148 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 2,093,148 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,093,148 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| 1 | NAME OF REPORTING PERSON MATTHEW SIROVICH | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 2,093,148 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 2,093,148 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,093,148 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| 1 | NAME OF REPORTING PERSON JEREMY MINDICH | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 2,093,148 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 2,093,148 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,093,148 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 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 Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and held in the Managed 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).
The aggregate purchase price of the 542,427 Shares beneficially owned by Scopia PX is approximately $20,963,723, excluding brokerage commissions.
The aggregate purchase price of the 15,099 Shares beneficially owned by Scopia Partners is approximately $583,086, excluding brokerage commissions.
The aggregate purchase price of the 41,342 Shares beneficially owned by Scopia Health is approximately $1,596,268, excluding brokerage commissions.
The aggregate purchase price of the 382,036 Shares beneficially owned by Scopia Windmill is approximately $14,755,124, excluding brokerage commissions.
The aggregate purchase price of the 95,331 Shares beneficially owned by Scopia International is approximately $3,681,489, excluding brokerage commissions.
The aggregate purchase price of the 688,144 Shares beneficially owned by Scopia PX International is approximately $26,574,750, excluding brokerage commissions.
The aggregate purchase price of the 300,900 Shares beneficially owned by Scopia Health International is approximately $11,618,096, excluding brokerage commissions.
The aggregate purchase price of the 27,869 Shares held in the Managed Account is approximately $1,076,246, 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 27,712,715 Shares outstanding as of February 15, 2016, 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 23, 2016.
| A. | Scopia PX |
| | (a) | As of the close of business on March 8, 2016, Scopia PX beneficially owned 542,427 Shares. |
Percentage: Approximately 2.0%
| | (b) | 1. Sole power to vote or direct vote: 542,427 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 542,427 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia PX since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| B. | Scopia Partners |
| | (a) | As of the close of business on March 8, 2016, Scopia Partners beneficially owned 15,099 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 15,099 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 15,099 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| C. | Scopia Health |
| | (a) | As of the close of business on March 8, 2016, Scopia Health beneficially owned 41,342 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 41,342 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 41,342 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Health since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| D. | Scopia Windmill |
| | (a) | As of the close of business on March 8, 2016, Scopia Windmill beneficially owned 382,036 Shares. |
Percentage: Approximately 1.4%
| | (b) | 1. Sole power to vote or direct vote: 382,036 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 382,036 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Windmill since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| E. | Scopia International |
| | (a) | As of the close of business on March 8, 2016, Scopia International beneficially owned 95,331 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 95,331 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 95,331 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia International since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| F. | Scopia PX International |
| | (a) | As of the close of business on March 8, 2016, Scopia PX International beneficially owned 688,144 Shares. |
Percentage: Approximately 2.5%
| | (b) | 1. Sole power to vote or direct vote: 688,144 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 688,144 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia PX International since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
G. Scopia Health International
| | (a) | As of the close of business on March 8, 2016, Scopia Health International beneficially owned 300,900 Shares. |
Percentage: Approximately 1.1%
| | (b) | 1. Sole power to vote or direct vote: 300,900 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 300,900 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Health International since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| H. | Scopia Capital |
| | (a) | Scopia Capital, as the Managing Member of each of Scopia PX, Scopia Partners and Scopia Health, and the general partner of each of Scopia Windmill, Scopia International, Scopia PX International and Scopia Health International, may be deemed the beneficial owner of the: (i) 542,427 Shares owned by Scopia PX; (ii) 15,099 Shares owned by Scopia Partners; (iii) 41,342 Shares owned by Scopia Health; (iv) 382,036 Shares owned by Scopia Windmill; (v) 95,331 Shares owned by Scopia International; (vi) 688,144 Shares owned by Scopia PX International; and (vii) 300,900 Shares owned by Scopia Health International. |
Percentage: Approximately 7.5%
| | (b) | 1. Sole power to vote or direct vote: 2,065,279 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 2,065,279 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Scopia Capital has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International and Scopia Health International since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| I. | Scopia Management |
| | (a) | As of the close of business on March 8, 2016, 27,869 Shares were held in the Managed Account. Scopia Management, as the Investment Manager of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and the Managed Account, may be deemed the beneficial owner of the: (i) 542,427 Shares owned by Scopia PX; (ii) 15,099 Shares owned by Scopia Partners; (iii) 41,342 Shares owned by Scopia Health; (iv) 382,036 Shares owned by Scopia Windmill; (v) 95,331 Shares owned by Scopia International; (vi) 688,144 Shares owned by Scopia PX International; (vii) 300,900 Shares owned by Scopia Health International; and (viii) 27,869 Shares held in the Managed Account. |
Percentage: Approximately 7.6%
| | (b) | 1. Sole power to vote or direct vote: 2,093,148 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 2,093,148 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Management through the Managed Account and on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International and Scopia Health International since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| J. | Scopia Inc. |
| | (a) | Scopia Inc., as the general partner of Scopia Management, may be deemed the beneficial owner of the: (i) 542,427 Shares owned by Scopia PX; (ii) 15,099 Shares owned by Scopia Partners; (iii) 41,342 Shares owned by Scopia Health; (iv) 382,036 Shares owned by Scopia Windmill; (v) 95,331 Shares owned by Scopia International; (vi) 688,144 Shares owned by Scopia PX International; (vii) 300,900 Shares owned by Scopia Health International; and (viii) 27,869 Shares held in the Managed Account. |
Percentage: Approximately 7.6%
| | (b) | 1. Sole power to vote or direct vote: 2,093,148 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 2,093,148 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Scopia Inc. has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and through the Managed Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| K. | Mr. Sirovich |
| | (a) | Mr. Sirovich, as a Managing Member of Scopia Capital and Managing Director of Scopia Inc., may be deemed the beneficial owner of the: (i) 542,427 Shares owned by Scopia PX; (ii) 15,099 Shares owned by Scopia Partners; (iii) 41,342 Shares owned by Scopia Health; (iv) 382,036 Shares owned by Scopia Windmill; (v) 95,331 Shares owned by Scopia International; (vi) 688,144 Shares owned by Scopia PX International; (vii) 300,900 Shares owned by Scopia Health International; and (viii) 27,869 Shares held in the Managed Account. |
Percentage: Approximately 7.6%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 2,093,148 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 2,093,148 |
| | (c) | Mr. Sirovich has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and through the Managed Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| L. | Mr. Mindich |
| | (a) | Mr. Mindich, as a Managing Member of Scopia Capital and Managing Director of Scopia Inc., may be deemed the beneficial owner of the: (i) 542,427 Shares owned by Scopia PX; (ii) 15,099 Shares owned by Scopia Partners; (iii) 41,342 Shares owned by Scopia Health; (iv) 382,036 Shares owned by Scopia Windmill; (v) 95,331 Shares owned by Scopia International; (vi) 688,144 Shares owned by Scopia PX International; (vii) 300,900 Shares owned by Scopia Health International; and (viii) 27,869 Shares held in the Managed Account. |
Percentage: Approximately 7.6%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 2,093,148 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 2,093,148 |
| | (c) | Mr. Mindich has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and through the Managed Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
The Reporting Persons, as members of a “group” 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.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 9, 2016
| SCOPIA PX LLC SCOPIA PARTNERS LLC SCOPIA HEALTH CARE LLC SCOPIA WINDMILL FUND LP | SCOPIA INTERNATIONAL MASTER FUND LP SCOPIA PX INTERNATIONAL MASTER FUND LP SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND LP |
| By: | Scopia Capital Management LP Investment Manager | |
| By: | Scopia Management, Inc. General Partner | |
| By: | /s/ Matthew Sirovich | |
| Name: | Matthew Sirovich | |
| Title: | Managing Director | |
| SCOPIA CAPITAL MANAGEMENT LP | |||
| By: | Scopia Management, Inc. General Partner | ||
| By: | /s/ Matthew Sirovich | ||
| Name: | Matthew Sirovich | ||
| Title: | Managing Director | ||
| SCOPIA CAPITAL GP LLC | SCOPIA MANAGEMENT, INC. | |||||
| By: | /s/ Matthew Sirovich | By: | /s/ Matthew Sirovich | |||
| Name: | Matthew Sirovich | Name: | Matthew Sirovich | |||
| Title: | Managing Member | Title: | Managing Director | |||
| /s/ Matthew Sirovich | |
| MATTHEW SIROVICH |
| /s/ Jeremy Mindich | |
| JEREMY MINDICH |
SCHEDULE A
Transactions in the Securities of the Issuer Since the filing of Amendment No. 1 to the Schedule 13D
| Nature of the Transaction | Amount of Securities Purchased/(Sold) | Price Per Share ($) | Date of Purchase/Sale |
SCOPIA PX LLC
| Purchase of Common Stock | 3,411 | 38.2598 | 02/23/2016 |
| Purchase of Common Stock | 8,213 | 38.8441 | 02/24/2016 |
| Purchase of Common Stock | 6,384 | 39.1596 | 02/25/2016 |
| Purchase of Common Stock | 2,055 | 39.3291 | 02/26/2016 |
| Purchase of Common Stock | 20,371 | 39.5723 | 02/29/2016 |
| Purchase of Common Stock | 5,011 | 39.4623 | 03/01/2016 |
| Purchase of Common Stock | 2,198 | 39.9804 | 03/02/2016 |
| Purchase of Common Stock | 8,942 | 40.0173 | 03/03/2016 |
| Purchase of Common Stock | 10,777 | 41.1780 | 03/04/2016 |
| Purchase of Common Stock | 5,908 | 41.1856 | 03/04/2016 |
| Purchase of Common Stock | 5,024 | 41.4086 | 03/07/2016 |
| Purchase of Common Stock | 11,224 | 41.4167 | 03/07/2016 |
| Purchase of Common Stock | 9,797 | 40.5850 | 03/08/2016 |
| Purchase of Common Stock | 4,982 | 40.7697 | 03/08/2016 |
| Purchase of Common Stock | 3,899 | 40.7986 | 03/08/2016 |
SCOPIA PARTNERS LLC
| Purchase of Common Stock | 96 | 38.2598 | 02/23/2016 |
| Purchase of Common Stock | 232 | 38.8441 | 02/24/2016 |
| Purchase of Common Stock | 180 | 39.1596 | 02/25/2016 |
| Purchase of Common Stock | 58 | 39.3291 | 02/26/2016 |
| Purchase of Common Stock | 575 | 39.5723 | 02/29/2016 |
| Purchase of Common Stock | 125 | 39.4623 | 03/01/2016 |
| Purchase of Common Stock | 55 | 39.9804 | 03/02/2016 |
| Purchase of Common Stock | 224 | 40.0173 | 03/03/2016 |
| Purchase of Common Stock | 270 | 41.1780 | 03/04/2016 |
| Purchase of Common Stock | 148 | 41.1856 | 03/04/2016 |
| Purchase of Common Stock | 126 | 41.4086 | 03/07/2016 |
| Purchase of Common Stock | 281 | 41.4167 | 03/07/2016 |
| Purchase of Common Stock | 245 | 40.5850 | 03/08/2016 |
| Purchase of Common Stock | 125 | 40.7697 | 03/08/2016 |
| Purchase of Common Stock | 98 | 40.7986 | 03/08/2016 |
SCOPIA HEALTH CARE LLC
| Purchase of Common Stock | 264 | 38.2598 | 02/23/2016 |
| Purchase of Common Stock | 637 | 38.8441 | 02/24/2016 |
| Purchase of Common Stock | 495 | 39.1596 | 02/25/2016 |
| Purchase of Common Stock | 159 | 39.3291 | 02/26/2016 |
| Purchase of Common Stock | 1,580 | 39.5723 | 02/29/2016 |
| Purchase of Common Stock | 336 | 39.4623 | 03/01/2016 |
| Purchase of Common Stock | 147 | 39.9804 | 03/02/2016 |
| Purchase of Common Stock | 599 | 40.0173 | 03/03/2016 |
| Purchase of Common Stock | 722 | 41.1780 | 03/04/2016 |
| Purchase of Common Stock | 396 | 41.1856 | 03/04/2016 |
| Purchase of Common Stock | 337 | 41.4086 | 03/07/2016 |
| Purchase of Common Stock | 752 | 41.4167 | 03/07/2016 |
| Purchase of Common Stock | 657 | 40.5850 | 03/08/2016 |
| Purchase of Common Stock | 334 | 40.7697 | 03/08/2016 |
| Purchase of Common Stock | 261 | 40.7986 | 03/08/2016 |
SCOPIA WINDMILL FUND LP
| Purchase of Common Stock | 2,432 | 38.2598 | 02/23/2016 |
| Purchase of Common Stock | 5,856 | 38.8441 | 02/24/2016 |
| Purchase of Common Stock | 4,551 | 39.1596 | 02/25/2016 |
| Purchase of Common Stock | 1,465 | 39.3291 | 02/26/2016 |
| Purchase of Common Stock | 14,524 | 39.5723 | 02/29/2016 |
| Purchase of Common Stock | 3,231 | 39.4623 | 03/01/2016 |
| Purchase of Common Stock | 1,417 | 39.9804 | 03/02/2016 |
| Purchase of Common Stock | 5,766 | 40.0173 | 03/03/2016 |
| Purchase of Common Stock | 6,949 | 41.1780 | 03/04/2016 |
| Purchase of Common Stock | 3,810 | 41.1856 | 03/04/2016 |
| Purchase of Common Stock | 3,240 | 41.4086 | 03/07/2016 |
| Purchase of Common Stock | 7,238 | 41.4167 | 03/07/2016 |
| Purchase of Common Stock | 6,318 | 40.5850 | 03/08/2016 |
| Purchase of Common Stock | 3,213 | 40.7697 | 03/08/2016 |
| Purchase of Common Stock | 2,514 | 40.7986 | 03/08/2016 |
SCOPIA INTERNATIONAL MASTER FUND LP
| Purchase of Common Stock | 608 | 38.2598 | 02/23/2016 |
| Purchase of Common Stock | 1,464 | 38.8441 | 02/24/2016 |
| Purchase of Common Stock | 1,138 | 39.1596 | 02/25/2016 |
| Purchase of Common Stock | 366 | 39.3291 | 02/26/2016 |
| Purchase of Common Stock | 3,632 | 39.5723 | 02/29/2016 |
| Purchase of Common Stock | 794 | 39.4623 | 03/01/2016 |
| Purchase of Common Stock | 348 | 39.9804 | 03/02/2016 |
| Purchase of Common Stock | 1,416 | 40.0173 | 03/03/2016 |
| Purchase of Common Stock | 1,707 | 41.1780 | 03/04/2016 |
| Purchase of Common Stock | 936 | 41.1856 | 03/04/2016 |
| Purchase of Common Stock | 796 | 41.4086 | 03/07/2016 |
| Purchase of Common Stock | 1,778 | 41.4167 | 03/07/2016 |
| Purchase of Common Stock | 1,551 | 40.5850 | 03/08/2016 |
| Purchase of Common Stock | 789 | 40.7697 | 03/08/2016 |
| Purchase of Common Stock | 617 | 40.7986 | 03/08/2016 |
SCOPIA PX INTERNATIONAL MASTER FUND LP
| Purchase of Common Stock | 4,389 | 38.2598 | 02/23/2016 |
| Purchase of Common Stock | 10,568 | 38.8441 | 02/24/2016 |
| Purchase of Common Stock | 8,216 | 39.1596 | 02/25/2016 |
| Purchase of Common Stock | 2,644 | 39.3291 | 02/26/2016 |
| Purchase of Common Stock | 26,214 | 39.5723 | 02/29/2016 |
| Purchase of Common Stock | 5,730 | 39.4623 | 03/01/2016 |
| Purchase of Common Stock | 2,514 | 39.9804 | 03/02/2016 |
| Purchase of Common Stock | 10,225 | 40.0173 | 03/03/2016 |
| Purchase of Common Stock | 12,323 | 41.1780 | 03/04/2016 |
| Purchase of Common Stock | 6,754 | 41.1856 | 03/04/2016 |
| Purchase of Common Stock | 5,744 | 41.4086 | 03/07/2016 |
| Purchase of Common Stock | 12,835 | 41.4167 | 03/07/2016 |
| Purchase of Common Stock | 11,202 | 40.5850 | 03/08/2016 |
| Purchase of Common Stock | 5,697 | 40.7697 | 03/08/2016 |
| Purchase of Common Stock | 4,460 | 40.7986 | 03/08/2016 |
SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND LP
| Purchase of Common Stock | 1,925 | 38.2598 | 02/23/2016 |
| Purchase of Common Stock | 4,636 | 38.8441 | 02/24/2016 |
| Purchase of Common Stock | 3,603 | 39.1596 | 02/25/2016 |
| Purchase of Common Stock | 1,160 | 39.3291 | 02/26/2016 |
| Purchase of Common Stock | 11,499 | 39.5723 | 02/29/2016 |
| Purchase of Common Stock | 2,443 | 39.4623 | 03/01/2016 |
| Purchase of Common Stock | 1,072 | 39.9804 | 03/02/2016 |
| Purchase of Common Stock | 4,359 | 40.0173 | 03/03/2016 |
| Purchase of Common Stock | 5,253 | 41.1780 | 03/04/2016 |
| Purchase of Common Stock | 2,880 | 41.1856 | 03/04/2016 |
| Purchase of Common Stock | 2,449 | 41.4086 | 03/07/2016 |
| Purchase of Common Stock | 5,472 | 41.4167 | 03/07/2016 |
| Purchase of Common Stock | 4,776 | 40.5850 | 03/08/2016 |
| Purchase of Common Stock | 2,429 | 40.7697 | 03/08/2016 |
| Purchase of Common Stock | 1,901 | 40.7986 | 03/08/2016 |
SCOPIA CAPITAL MANAGEMENT LP
(Through the Managed Account)
| Purchase of Common Stock | 178 | 38.2598 | 02/23/2016 |
| Purchase of Common Stock | 428 | 38.8441 | 02/24/2016 |
| Purchase of Common Stock | 333 | 39.1596 | 02/25/2016 |
| Purchase of Common Stock | 107 | 39.3291 | 02/26/2016 |
| Purchase of Common Stock | 1,062 | 39.5723 | 02/29/2016 |
| Purchase of Common Stock | 232 | 39.4623 | 03/01/2016 |
| Purchase of Common Stock | 102 | 39.9804 | 03/02/2016 |
| Purchase of Common Stock | 414 | 40.0173 | 03/03/2016 |
| Purchase of Common Stock | 499 | 41.1780 | 03/04/2016 |
| Purchase of Common Stock | 273 | 41.1856 | 03/04/2016 |
| Purchase of Common Stock | 233 | 41.4086 | 03/07/2016 |
| Purchase of Common Stock | 520 | 41.4167 | 03/07/2016 |
| Purchase of Common Stock | 454 | 40.5850 | 03/08/2016 |
| Purchase of Common Stock | 231 | 40.7697 | 03/08/2016 |
| Purchase of Common Stock | 180 | 40.7986 | 03/08/2016 |