Filing Details
- Accession Number:
- 0000921895-16-003694
- Form Type:
- 13D Filing
- Publication Date:
- 2016-03-14 16:15:32
- Filed By:
- Scopia Capital
- Company:
- Itron Inc. (NASDAQ:ITRI)
- Filing Date:
- 2016-03-14
- 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 LONG | 38,531 | 4,392,849 | 38,531 | 4,392,849 | 38,531 | Less than 1% |
| SCOPIA LB | 60,250 | 4,392,849 | 60,250 | 4,392,849 | 60,250 | Less than 1% |
| SCOPIA PX | 1,231,957 | 1,231,957 | 1,231,957 | 3.3% | ||
| SCOPIA PARTNERS | 34,060 | 34,060 | 34,060 | Less than 1% | ||
| SCOPIA LONG QP | 19,441 | 19,441 | 19,441 | Less than 1% | ||
| SCOPIA WINDMILL FUND | 863,946 | 863,946 | 863,946 | 2.3% | ||
| SCOPIA INTERNATIONAL MASTER FUND | 214,817 | 214,817 | 214,817 | Less than 1% | ||
| SCOPIA PX INTERNATIONAL MASTER FUND | 1,553,256 | 1,553,256 | 1,553,256 | 4.1% | ||
| SCOPIA LB INTERNATIONAL MASTER FUND | 153,990 | 153,990 | 153,990 | Less than 1% | ||
| SCOPIA LONG INTERNATIONAL MASTER FUND | 161,855 | 161,855 | 161,855 | Less than 1% | ||
| SCOPIA CAPITAL GP | 4,332,103 | 4,332,103 | 4,332,103 | 11.4% | ||
| SCOPIA CAPITAL MANAGEMENT | 4,392,849 | 4,392,849 | 4,392,849 | 11.6% | ||
| SCOPIA MANAGEMENT, INC | 4,392,849 | 4,392,849 | 4,392,849 | 11.6% | ||
| MATTHEW SIROVICH | 4,392,849 | 11.6% | ||||
| JEREMY MINDICH | 4,392,849 | 11.6% |
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. 8)1
Itron, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
465741106
(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
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
March 10, 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 LONG 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 38,531 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 38,531 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,531 | ||
| 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 LB 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 60,250 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 60,250 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,250 | ||
| 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 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 1,231,957 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,231,957 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,231,957 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% | ||
| 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 34,060 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 34,060 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,060 | ||
| 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 LONG QP 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 19,441 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 19,441 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,441 | ||
| 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 863,946 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 863,946 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 863,946 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3% | ||
| 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 214,817 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 214,817 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,817 | ||
| 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 1,553,256 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,553,256 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,553,256 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON SCOPIA LB 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 153,990 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 153,990 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,990 | ||
| 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 LONG 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 161,855 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 161,855 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 161,855 | ||
| 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 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 4,332,103 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 4,332,103 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,332,103 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4% | ||
| 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 4,392,849 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 4,392,849 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,392,849 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% | ||
| 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 4,392,849 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 4,392,849 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,392,849 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% | ||
| 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 4,392,849 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 4,392,849 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,392,849 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% | ||
| 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 4,392,849 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 4,392,849 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,392,849 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 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 Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long 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) 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 38,531 Shares beneficially owned by Scopia Long is approximately $1,326,260, excluding brokerage commissions.
The aggregate purchase price of the 60,250 Shares beneficially owned by Scopia LB is approximately $2,052,151, excluding brokerage commissions.
The aggregate purchase price of the 1,231,957 Shares beneficially owned by Scopia PX is approximately $41,966,453, excluding brokerage commissions.
The aggregate purchase price of the 34,060 Shares beneficially owned by Scopia Partners is approximately $1,152,633, excluding brokerage commissions.
The aggregate purchase price of the 19,441 Shares beneficially owned by Scopia Long QP is approximately $731,833, excluding brokerage commissions.
The aggregate purchase price of the 863,946 Shares beneficially owned by Scopia Windmill is approximately $29,452,766, excluding brokerage commissions.
The aggregate purchase price of the 214,817 Shares beneficially owned by Scopia International is approximately $7,259,384, excluding brokerage commissions.
The aggregate purchase price of the 1,553,256 Shares beneficially owned by Scopia PX International is approximately $52,570,132, excluding brokerage commissions.
The aggregate purchase price of the 153,990 Shares beneficially owned by Scopia LB International is approximately $5,231,567, excluding brokerage commissions.
The aggregate purchase price of the 161,855 Shares beneficially owned by Scopia Long International is approximately $5,570,614, excluding brokerage commissions.
The aggregate purchase price of the 60,746 Shares held in the Managed Account is approximately $2,017,520, 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 37,897,742 Shares outstanding as of October 31, 2015, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 5, 2015.
| A. | Scopia Long |
| | (a) | As of the close of business on March 11, 2016, Scopia Long beneficially owned 38,531 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 38,531 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 38,531 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Long since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| B. | Scopia LB |
| | (a) | As of the close of business on March 11, 2016, Scopia LB beneficially owned 60,250 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 60,250 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 60,250 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia LB since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| C. | Scopia PX |
| | (a) | As of the close of business on March 11, 2016, Scopia PX beneficially owned 1,231,957 Shares. |
Percentage: Approximately 3.3%
| | (b) | 1. Sole power to vote or direct vote: 1,231,957 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,231,957 |
| | 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. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| D. | Scopia Partners |
| | (a) | As of the close of business on March 11, 2016, Scopia Partners beneficially owned 34,060 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 34,060 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 34,060 |
| | 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. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| E. | Scopia Long QP |
| | (a) | As of the close of business on March 11, 2016, Scopia Long QP beneficially owned 19,441 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 19,441 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 19,441 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Long QP since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| F. | Scopia Windmill |
| | (a) | As of the close of business on March 11, 2016, Scopia Windmill beneficially owned 863,946 Shares. |
Percentage: Approximately 2.3%
| | (b) | 1. Sole power to vote or direct vote: 863,946 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 863,946 |
| | 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. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| G. | Scopia International |
| | (a) | As of the close of business on March 11, 2016, Scopia International beneficially owned 214,817 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 214,817 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 214,817 |
| | 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. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| H. | Scopia PX International |
| | (a) | As of the close of business on March 11, 2016, Scopia PX International beneficially owned 1,553,256 Shares. |
Percentage: Approximately 4.1%
| | (b) | 1. Sole power to vote or direct vote: 1,553,256 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,553,256 |
| | 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. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| I. | Scopia LB International |
| | (a) | As of the close of business on March 11, 2016, Scopia LB International beneficially owned 153,990 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 153,990 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 153,990 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia LB International since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| J. | Scopia Long International |
| | (a) | As of the close of business on March 11, 2016, Scopia Long International beneficially owned 161,855 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 161,855 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 161,855 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the securities of the Issuer by Scopia Long International since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| K. | Scopia Capital |
| | (a) | Scopia Capital, as the Managing Member of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners and Scopia Long QP, and the general partner of each of Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International and Scopia Long International, may be deemed the beneficial owner of the: (i) 38,531 Shares owned by Scopia Long; (ii) 60,250 Shares owned by Scopia LB; (iii) 1,231,957 Shares owned by Scopia PX; (iv) 34,060 Shares owned by Scopia Partners; (v) 19,441 Shares owned by Scopia Long QP; (vi) 863,946 Shares owned by Scopia Windmill; (vii) 214,817 Shares owned by Scopia International; (viii) 1,553,256 Shares owned by Scopia PX International; (ix) 153,990 Shares owned by Scopia LB International; and (x) 161,855 Shares owned by Scopia Long International. |
Percentage: Approximately 11.4%
| | (b) | 1. Sole power to vote or direct vote: 4,332,103 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 4,332,103 |
| | 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. 7 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International and Scopia Long International since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| L. | Scopia Management |
| | (a) | As of the close of business on March 11, 2016, 60,746 Shares were held in the Managed Account. Scopia Management, as the Investment Manager of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and the Managed Account, may be deemed the beneficial owner of the: (i) 38,531 Shares owned by Scopia Long; (ii) 60,250 Shares owned by Scopia LB; (iii) 1,231,957 Shares owned by Scopia PX; (iv) 34,060 Shares owned by Scopia Partners; (v) 19,441 Shares owned by Scopia Long QP; (vi) 863,946 Shares owned by Scopia Windmill; (vii) 214,817 Shares owned by Scopia International; (viii) 1,553,256 Shares owned by Scopia PX International; (ix) 153,990 Shares owned by Scopia LB International; (x) 161,855 Shares owned by Scopia Long International; and (xi) 60,746 Shares held in the Managed Account. |
Percentage: Approximately 11.6%
| | (b) | 1. Sole power to vote or direct vote: 4,392,849 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 4,392,849 |
| | 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 Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International and Scopia Long International since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| M. | Scopia Inc. |
| | (a) | Scopia Inc., as the general partner of Scopia Management, may be deemed the beneficial owner of the: (i) 38,531 Shares owned by Scopia Long; (ii) 60,250 Shares owned by Scopia LB; (iii) 1,231,957 Shares owned by Scopia PX; (iv) 34,060 Shares owned by Scopia Partners; (v) 19,441 Shares owned by Scopia Long QP; (vi) 863,946 Shares owned by Scopia Windmill; (vii) 214,817 Shares owned by Scopia International; (viii) 1,553,256 Shares owned by Scopia PX International; (ix) 153,990 Shares owned by Scopia LB International; (x) 161,855 Shares owned by Scopia Long International; and (xi) 60,746 Shares held in the Managed Account. |
Percentage: Approximately 11.6%
| | (b) | 1. Sole power to vote or direct vote: 4,392,849 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 4,392,849 |
| | 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. 7 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and through the Managed Account since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| N. | 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) 38,531 Shares owned by Scopia Long; (ii) 60,250 Shares owned by Scopia LB; (iii) 1,231,957 Shares owned by Scopia PX; (iv) 34,060 Shares owned by Scopia Partners; (v) 19,441 Shares owned by Scopia Long QP; (vi) 863,946 Shares owned by Scopia Windmill; (vii) 214,817 Shares owned by Scopia International; (viii) 1,553,256 Shares owned by Scopia PX International; (ix) 153,990 Shares owned by Scopia LB International; (x) 161,855 Shares owned by Scopia Long International; and (xi) 60,746 Shares held in the Managed Account. |
Percentage: Approximately 11.6%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 4,392,849 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 4,392,849 |
| | (c) | Mr. Sirovich has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 7 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and through the Managed Account since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| O. | 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) 38,531 Shares owned by Scopia Long; (ii) 60,250 Shares owned by Scopia LB; (iii) 1,231,957 Shares owned by Scopia PX; (iv) 34,060 Shares owned by Scopia Partners; (v) 19,441 Shares owned by Scopia Long QP; (vi) 863,946 Shares owned by Scopia Windmill; (vii) 214,817 Shares owned by Scopia International; (viii) 1,553,256 Shares owned by Scopia PX International; (ix) 153,990 Shares owned by Scopia LB International; (x) 161,855 Shares owned by Scopia Long International; and (xi) 60,746 Shares held in the Managed Account. |
Percentage: Approximately 11.6%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 4,392,849 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 4,392,849 |
| | (c) | Mr. Mindich has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 7 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Long QP, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and through the Managed Account since the filing of Amendment No. 7 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 14, 2016
| SCOPIA LONG LLC SCOPIA LB LLC SCOPIA PX LLC SCOPIA PARTNERS LLC SCOPIA LONG QP LLC SCOPIA LONG INTERNATIONAL MASTER FUND LP | SCOPIA WINDMILL FUND LP SCOPIA INTERNATIONAL MASTER FUND LP SCOPIA PX INTERNATIONAL MASTER FUND LP SCOPIA LB 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. 7 to the Schedule 13D
| Nature of the Transaction | Amount of Securities Purchased/(Sold) | Price Per Share ($) | Date of Purchase/Sale |
SCOPIA LONG LLC
| Purchase of Common Stock | 67 | 39.8192 | 02/22/2016 |
| Purchase of Common Stock | 143 | 40.0338 | 02/23/2016 |
| Purchase of Common Stock | 249 | 40.0507 | 02/24/2016 |
| Purchase of Common Stock | 748 | 40.1167 | 02/24/2016 |
| Purchase of Common Stock | 471 | 39.9170 | 02/25/2016 |
| Purchase of Common Stock | 188 | 39.9749 | 02/26/2016 |
| Purchase of Common Stock | 233 | 40.0306 | 02/29/2016 |
| Purchase of Common Stock | 236 | 39.7213 | 03/01/2016 |
| Purchase of Common Stock | 169 | 40.0987 | 03/02/2016 |
| Purchase of Common Stock | 299 | 40.7767 | 03/03/2016 |
| Purchase of Common Stock | 267 | 41.5178 | 03/04/2016 |
| Purchase of Common Stock | 25 | 41.6553 | 03/07/2016 |
| Purchase of Common Stock | 267 | 41.3644 | 03/08/2016 |
| Purchase of Common Stock | 267 | 41.9082 | 03/09/2016 |
| Purchase of Common Stock | 267 | 42.1146 | 03/10/2016 |
| Purchase of Common Stock | 35 | 42.4919 | 03/11/2016 |
SCOPIA LB LLC
| Purchase of Common Stock | 124 | 39.8192 | 02/22/2016 |
| Purchase of Common Stock | 248 | 40.0338 | 02/23/2016 |
| Purchase of Common Stock | 432 | 40.0507 | 02/24/2016 |
| Purchase of Common Stock | 1,296 | 40.1167 | 02/24/2016 |
| Purchase of Common Stock | 815 | 39.9170 | 02/25/2016 |
| Purchase of Common Stock | 325 | 39.9749 | 02/26/2016 |
| Purchase of Common Stock | 404 | 40.0306 | 02/29/2016 |
| Purchase of Common Stock | 405 | 39.7213 | 03/01/2016 |
| Purchase of Common Stock | 290 | 40.0987 | 03/02/2016 |
| Purchase of Common Stock | 512 | 40.7767 | 03/03/2016 |
| Purchase of Common Stock | 457 | 41.5178 | 03/04/2016 |
| Purchase of Common Stock | 43 | 41.6553 | 03/07/2016 |
| Purchase of Common Stock | 457 | 41.3644 | 03/08/2016 |
| Purchase of Common Stock | 457 | 41.9082 | 03/09/2016 |
| Purchase of Common Stock | 457 | 42.1146 | 03/10/2016 |
| Purchase of Common Stock | 60 | 42.4919 | 03/11/2016 |
SCOPIA PX LLC
| Purchase of Common Stock | 2,443 | 39.8192 | 02/22/2016 |
| Purchase of Common Stock | 3,753 | 40.0338 | 02/23/2016 |
| Purchase of Common Stock | 6,549 | 40.0507 | 02/24/2016 |
| Purchase of Common Stock | 19,647 | 40.1167 | 02/24/2016 |
| Purchase of Common Stock | 12,353 | 39.9170 | 02/25/2016 |
| Purchase of Common Stock | 4,924 | 39.9749 | 02/26/2016 |
| Purchase of Common Stock | 6,129 | 40.0306 | 02/29/2016 |
| Purchase of Common Stock | 7,993 | 39.7213 | 03/01/2016 |
| Purchase of Common Stock | 5,723 | 40.0987 | 03/02/2016 |
| Purchase of Common Stock | 10,120 | 40.7767 | 03/03/2016 |
| Purchase of Common Stock | 9,038 | 41.5178 | 03/04/2016 |
| Purchase of Common Stock | 841 | 41.6553 | 03/07/2016 |
| Purchase of Common Stock | 9,037 | 41.3644 | 03/08/2016 |
| Purchase of Common Stock | 9,036 | 41.9082 | 03/09/2016 |
| Purchase of Common Stock | 9,037 | 42.1146 | 03/10/2016 |
| Purchase of Common Stock | 1,181 | 42.4919 | 03/11/2016 |
SCOPIA PARTNERS LLC
| Purchase of Common Stock | 69 | 39.8192 | 02/22/2016 |
| Purchase of Common Stock | 106 | 40.0338 | 02/23/2016 |
| Purchase of Common Stock | 186 | 40.0507 | 02/24/2016 |
| Purchase of Common Stock | 557 | 40.1167 | 02/24/2016 |
| Purchase of Common Stock | 350 | 39.9170 | 02/25/2016 |
| Purchase of Common Stock | 140 | 39.9749 | 02/26/2016 |
| Purchase of Common Stock | 174 | 40.0306 | 02/29/2016 |
| Purchase of Common Stock | 139 | 39.7213 | 03/01/2016 |
| Purchase of Common Stock | 100 | 40.0987 | 03/02/2016 |
| Purchase of Common Stock | 176 | 40.7767 | 03/03/2016 |
| Purchase of Common Stock | 157 | 41.5178 | 03/04/2016 |
| Purchase of Common Stock | 15 | 41.6553 | 03/07/2016 |
| Purchase of Common Stock | 157 | 41.3644 | 03/08/2016 |
| Purchase of Common Stock | 157 | 41.9082 | 03/09/2016 |
| Purchase of Common Stock | 157 | 42.1146 | 03/10/2016 |
| Purchase of Common Stock | 21 | 42.4919 | 03/11/2016 |
SCOPIA LONG QP LLC
| Purchase of Common Stock | 34 | 39.8192 | 02/22/2016 |
| Purchase of Common Stock | 71 | 40.0338 | 02/23/2016 |
| Purchase of Common Stock | 125 | 40.0507 | 02/24/2016 |
| Purchase of Common Stock | 374 | 40.1167 | 02/24/2016 |
| Purchase of Common Stock | 235 | 39.9170 | 02/25/2016 |
| Purchase of Common Stock | 94 | 39.9749 | 02/26/2016 |
| Purchase of Common Stock | 116 | 40.0306 | 02/29/2016 |
| Purchase of Common Stock | 118 | 39.7213 | 03/01/2016 |
| Purchase of Common Stock | 84 | 40.0987 | 03/02/2016 |
| Purchase of Common Stock | 149 | 40.7767 | 03/03/2016 |
| Purchase of Common Stock | 133 | 41.5178 | 03/04/2016 |
| Purchase of Common Stock | 12 | 41.6553 | 03/07/2016 |
| Purchase of Common Stock | 133 | 41.3644 | 03/08/2016 |
| Purchase of Common Stock | 133 | 41.9082 | 03/09/2016 |
| Purchase of Common Stock | 133 | 42.1146 | 03/10/2016 |
| Purchase of Common Stock | 17 | 42.4919 | 03/11/2016 |
SCOPIA WINDMILL FUND LP
| Purchase of Common Stock | 1,803 | 39.8192 | 02/22/2016 |
| Purchase of Common Stock | 2,993 | 40.0338 | 02/23/2016 |
| Purchase of Common Stock | 5,222 | 40.0507 | 02/24/2016 |
| Purchase of Common Stock | 15,667 | 40.1167 | 02/24/2016 |
| Purchase of Common Stock | 9,851 | 39.9170 | 02/25/2016 |
| Purchase of Common Stock | 3,927 | 39.9749 | 02/26/2016 |
| Purchase of Common Stock | 4,887 | 40.0306 | 02/29/2016 |
| Purchase of Common Stock | 3,739 | 39.7213 | 03/01/2016 |
| Purchase of Common Stock | 2,677 | 40.0987 | 03/02/2016 |
| Purchase of Common Stock | 4,734 | 40.7767 | 03/03/2016 |
| Purchase of Common Stock | 4,226 | 41.5178 | 03/04/2016 |
| Purchase of Common Stock | 394 | 41.6553 | 03/07/2016 |
| Purchase of Common Stock | 4,226 | 41.3644 | 03/08/2016 |
| Purchase of Common Stock | 4,227 | 41.9082 | 03/09/2016 |
| Purchase of Common Stock | 4,226 | 42.1146 | 03/10/2016 |
| Purchase of Common Stock | 552 | 42.4919 | 03/11/2016 |
SCOPIA INTERNATIONAL MASTER FUND LP
| Purchase of Common Stock | 437 | 39.8192 | 02/22/2016 |
| Purchase of Common Stock | 678 | 40.0338 | 02/23/2016 |
| Purchase of Common Stock | 1,183 | 40.0507 | 02/24/2016 |
| Purchase of Common Stock | 3,550 | 40.1167 | 02/24/2016 |
| Purchase of Common Stock | 2,232 | 39.9170 | 02/25/2016 |
| Purchase of Common Stock | 890 | 39.9749 | 02/26/2016 |
| Purchase of Common Stock | 1,107 | 40.0306 | 02/29/2016 |
| Purchase of Common Stock | 875 | 39.7213 | 03/01/2016 |
| Purchase of Common Stock | 627 | 40.0987 | 03/02/2016 |
| Purchase of Common Stock | 1,108 | 40.7767 | 03/03/2016 |
| Purchase of Common Stock | 989 | 41.5178 | 03/04/2016 |
| Purchase of Common Stock | 92 | 41.6553 | 03/07/2016 |
| Purchase of Common Stock | 990 | 41.3644 | 03/08/2016 |
| Purchase of Common Stock | 989 | 41.9082 | 03/09/2016 |
| Purchase of Common Stock | 990 | 42.1146 | 03/10/2016 |
| Purchase of Common Stock | 129 | 42.4919 | 03/11/2016 |
SCOPIA PX INTERNATIONAL MASTER FUND LP
| Purchase of Common Stock | 3,149 | 39.8192 | 02/22/2016 |
| Purchase of Common Stock | 4,888 | 40.0338 | 02/23/2016 |
| Purchase of Common Stock | 8,529 | 40.0507 | 02/24/2016 |
| Purchase of Common Stock | 25,584 | 40.1167 | 02/24/2016 |
| Purchase of Common Stock | 16,086 | 39.9170 | 02/25/2016 |
| Purchase of Common Stock | 6,411 | 39.9749 | 02/26/2016 |
| Purchase of Common Stock | 7,982 | 40.0306 | 02/29/2016 |
| Purchase of Common Stock | 6,302 | 39.7213 | 03/01/2016 |
| Purchase of Common Stock | 4,512 | 40.0987 | 03/02/2016 |
| Purchase of Common Stock | 7,978 | 40.7767 | 03/03/2016 |
| Purchase of Common Stock | 7,123 | 41.5178 | 03/04/2016 |
| Purchase of Common Stock | 663 | 41.6553 | 03/07/2016 |
| Purchase of Common Stock | 7,123 | 41.3644 | 03/08/2016 |
| Purchase of Common Stock | 7,123 | 41.9082 | 03/09/2016 |
| Purchase of Common Stock | 7,123 | 42.1146 | 03/10/2016 |
| Purchase of Common Stock | 931 | 42.4919 | 03/11/2016 |
SCOPIA LB INTERNATIONAL MASTER FUND LP
| Purchase of Common Stock | 279 | 39.8192 | 02/22/2016 |
| Purchase of Common Stock | 581 | 40.0338 | 02/23/2016 |
| Purchase of Common Stock | 1,014 | 40.0507 | 02/24/2016 |
| Purchase of Common Stock | 3,043 | 40.1167 | 02/24/2016 |
| Purchase of Common Stock | 1,913 | 39.9170 | 02/25/2016 |
| Purchase of Common Stock | 763 | 39.9749 | 02/26/2016 |
| Purchase of Common Stock | 949 | 40.0306 | 02/29/2016 |
| Purchase of Common Stock | 958 | 39.7213 | 03/01/2016 |
| Purchase of Common Stock | 686 | 40.0987 | 03/02/2016 |
| Purchase of Common Stock | 1,213 | 40.7767 | 03/03/2016 |
| Purchase of Common Stock | 1,083 | 41.5178 | 03/04/2016 |
| Purchase of Common Stock | 101 | 41.6553 | 03/07/2016 |
| Purchase of Common Stock | 1,083 | 41.3644 | 03/08/2016 |
| Purchase of Common Stock | 1,083 | 41.9082 | 03/09/2016 |
| Purchase of Common Stock | 1,083 | 42.1146 | 03/10/2016 |
| Purchase of Common Stock | 141 | 42.4919 | 03/11/2016 |
SCOPIA LONG INTERNATIONAL MASTER FUND LP
| Purchase of Common Stock | 282 | 39.8192 | 02/22/2016 |
| Purchase of Common Stock | 599 | 40.0338 | 02/23/2016 |
| Purchase of Common Stock | 1,045 | 40.0507 | 02/24/2016 |
| Purchase of Common Stock | 3,136 | 40.1167 | 02/24/2016 |
| Purchase of Common Stock | 1,972 | 39.9170 | 02/25/2016 |
| Purchase of Common Stock | 786 | 39.9749 | 02/26/2016 |
| Purchase of Common Stock | 978 | 40.0306 | 02/29/2016 |
| Purchase of Common Stock | 986 | 39.7213 | 03/01/2016 |
| Purchase of Common Stock | 706 | 40.0987 | 03/02/2016 |
| Purchase of Common Stock | 1,248 | 40.7767 | 03/03/2016 |
| Purchase of Common Stock | 1,114 | 41.5178 | 03/04/2016 |
| Purchase of Common Stock | 104 | 41.6553 | 03/07/2016 |
| Purchase of Common Stock | 1,114 | 41.3644 | 03/08/2016 |
| Purchase of Common Stock | 1,115 | 41.9082 | 03/09/2016 |
| Purchase of Common Stock | 1,114 | 42.1146 | 03/10/2016 |
| Purchase of Common Stock | 146 | 42.4919 | 03/11/2016 |
SCOPIA CAPITAL MANAGEMENT LP
(Through the Managed Account)
| Purchase of Common Stock | 267 | 40.0338 | 02/23/2016 |
| Purchase of Common Stock | 466 | 40.0507 | 02/24/2016 |
| Purchase of Common Stock | 1,398 | 40.1167 | 02/24/2016 |
| Purchase of Common Stock | 879 | 39.9170 | 02/25/2016 |
| Purchase of Common Stock | 350 | 39.9749 | 02/26/2016 |
| Purchase of Common Stock | 436 | 40.0306 | 02/29/2016 |
| Purchase of Common Stock | 366 | 39.7213 | 03/01/2016 |
| Purchase of Common Stock | 262 | 40.0987 | 03/02/2016 |
| Purchase of Common Stock | 463 | 40.7767 | 03/03/2016 |
| Purchase of Common Stock | 413 | 41.5178 | 03/04/2016 |
| Purchase of Common Stock | 38 | 41.6553 | 03/07/2016 |
| Purchase of Common Stock | 413 | 41.3644 | 03/08/2016 |
| Purchase of Common Stock | 413 | 41.9082 | 03/09/2016 |
| Purchase of Common Stock | 413 | 42.1146 | 03/10/2016 |
| Purchase of Common Stock | 54 | 42.4919 | 03/11/2016 |