Filing Details
- Accession Number:
- 0000921895-16-004665
- Form Type:
- 13D Filing
- Publication Date:
- 2016-05-24 17:20:46
- Filed By:
- Starboard Value LP
- Company:
- Darden Restaurants Inc (NYSE:DRI)
- Filing Date:
- 2016-05-24
- 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 |
|---|---|---|---|---|---|---|
| STARBOARD VALUE | 6,045,000 | 6,045,000 | 6,045,000 | 6,045,000 | 6,045,000 | 4.8% |
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | 1,317,467 | 6,045,000 | 1,317,467 | 6,045,000 | 1,317,467 | 1.0% |
| STARBOARD VALUE AND OPPORTUNITY S | 301,378 | 6,045,000 | 301,378 | 6,045,000 | 301,378 | Less than 1% |
| STARBOARD VALUE AND OPPORTUNITY C | 165,195 | 165,195 | 165,195 | Less than 1% | ||
| STARBOARD VALUE R | 165,195 | 165,195 | 165,195 | Less than 1% | ||
| STARBOARD VALUE R GP | 165,195 | 165,195 | 165,195 | Less than 1% | ||
| STARBOARD LEADERS DELTA | 1,796,106 | 1,796,106 | 1,796,106 | 1.4% | ||
| STARBOARD LEADERS FUND | 1,796,106 | 1,796,106 | 1,796,106 | 1.4% | ||
| STARBOARD VALUE A | 1,796,106 | 1,796,106 | 1,796,106 | 1.4% | ||
| STARBOARD VALUE A GP | 1,796,106 | 1,796,106 | 1,796,106 | 1.4% | ||
| STARBOARD VALUE GP | 6,045,000 | 6,045,000 | 6,045,000 | 4.8% | ||
| STARBOARD PRINCIPAL CO | 6,045,000 | 6,045,000 | 6,045,000 | 4.8% | ||
| STARBOARD PRINCIPAL CO GP | 6,045,000 | 6,045,000 | 6,045,000 | 4.8% | ||
| JEFFREY C. SMITH | 7,553 | 7,553 | 6,052,553 | 4.8% | ||
| MARK R. MITCHELL | 6,320 | 6,320 | 6,045,000 | 4.8% | ||
| PETER A. FELD | 6,051,320 | 4.8% |
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. 21)1
Darden Restaurants, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
237194105
(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
Authorized to Receive Notices and Communications)
May 20, 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 STARBOARD VALUE LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 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 6,045,000 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 6,045,000 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,045,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | ||
| 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 CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,317,467 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,317,467 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,317,467 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| 1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY S 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 301,378 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 301,378 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 301,378 | ||
| 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 STARBOARD VALUE AND OPPORTUNITY C 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 165,195 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 165,195 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 165,195 | ||
| 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 STARBOARD VALUE R LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 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 165,195 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 165,195 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 165,195 | ||
| 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 STARBOARD VALUE R 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 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 165,195 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 165,195 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 165,195 | ||
| 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 STARBOARD LEADERS DELTA 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 1,796,106 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,796,106 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,796,106 | ||
| 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 OO | ||
| 1 | NAME OF REPORTING PERSON STARBOARD LEADERS 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 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 1,796,106 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,796,106 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,796,106 | ||
| 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 STARBOARD VALUE A LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 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 1,796,106 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,796,106 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,796,106 | ||
| 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 STARBOARD VALUE A 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 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 1,796,106 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 1,796,106 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,796,106 | ||
| 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 OO | ||
| 1 | NAME OF REPORTING PERSON STARBOARD VALUE 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 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 6,045,000 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 6,045,000 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,045,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 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 6,045,000 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 6,045,000 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,045,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO 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 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 6,045,000 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 6,045,000 | ||
| 10 | SHARED DISPOSITIVE POWER - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,045,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
| 1 | NAME OF REPORTING PERSON JEFFREY C. SMITH | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 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 USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 7,553 | |
| 8 | SHARED VOTING POWER 6,045,000 | ||
| 9 | SOLE DISPOSITIVE POWER 7,553 | ||
| 10 | SHARED DISPOSITIVE POWER 6,045,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,052,553 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| 1 | NAME OF REPORTING PERSON MARK R. MITCHELL | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 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 USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 6,045,000 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 6,045,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,045,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| 1 | NAME OF REPORTING PERSON PETER A. FELD | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 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 USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,320 | |
| 8 | SHARED VOTING POWER 6,045,000 | ||
| 9 | SOLE DISPOSITIVE POWER 6,320 | ||
| 10 | SHARED DISPOSITIVE POWER 6,045,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,051,320 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
The following constitutes Amendment No. 21 to the Schedule 13D filed by the undersigned (“Amendment No. 21”). This Amendment No. 21 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, Starboard C LP and Starboard Delta LLC and held in the Starboard Value LP Accounts 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 1,317,467 Shares beneficially owned by Starboard V&O Fund is approximately $55,235,882, excluding brokerage commissions. The aggregate purchase price of the 301,378 Shares beneficially owned by Starboard S LLC is approximately $12,757,778, excluding brokerage commissions. The aggregate purchase price of the 165,195 Shares beneficially owned by Starboard C LP is approximately $6,946,895, excluding brokerage commissions. The aggregate purchase price of the 1,796,106 Shares beneficially owned by Starboard Delta LLC is approximately $74,611,500, excluding brokerage commissions. The aggregate purchase price of the 2,464,854 Shares held in the Starboard Value LP Accounts is approximately $111,807,299, excluding brokerage commissions. The 7,553 Shares beneficially owned by Mr. Smith were granted to Mr. Smith by the Issuer in his capacity as a director of the Issuer. The 6,320 Shares beneficially owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 126,725,709 Shares outstanding, as of March 15, 2016, 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 April 6, 2016.
| A. | Starboard V&O Fund |
| | (a) | As of the close of business on May 23, 2016, Starboard V&O Fund beneficially owned 1,317,467 Shares. |
Percentage: Approximately 1.0%
| | (b) | 1. Sole power to vote or direct vote: 1,317,467 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,317,467 |
| | 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. 20 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 May 23, 2016, Starboard S LLC beneficially owned 301,378 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 301,378 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 301,378 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard S LLC since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| C. | Starboard C LP |
| | (a) | As of the close of business on May 23, 2016, Starboard C LP beneficially owned 165,195 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 165,195 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 165,195 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard C LP since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| D. | Starboard R LP |
| | (a) | Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 165,195 shares owned by Starboard C LP. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 165,195 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 165,195 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 20 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| E. | Starboard R GP |
| | (a) | Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 165,195 shares owned by Starboard C LP. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 165,195 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 165,195 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard R GP has not entered into any transactions in the Shares since the filing of Amendment No. 20 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| F. | Starboard Delta LLC |
| | (a) | As of the close of business on May 23, 2016, Starboard Delta LLC beneficially owned 1,796,106 Shares. |
Percentage: Approximately 1.4%
| | (b) | 1. Sole power to vote or direct vote: 1,796,106 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,796,106 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Starboard Delta LLC since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| G. | Starboard Leaders Fund |
| | (a) | Starboard Leaders Fund, as a member of Starboard Delta LLC, may be deemed the beneficial owner of the 1,796,106 shares owned by Starboard Delta LLC. |
Percentage: Approximately 1.4%
| | (b) | 1. Sole power to vote or direct vote: 1,796,106 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,796,106 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard Leaders Fund has not entered into any transactions in the Shares since the filing of Amendment No. 20 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| H. | Starboard A LP |
| | (a) | Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard Delta LLC, may be deemed the beneficial owner of the 1,796,106 shares owned by Starboard Delta LLC. |
Percentage: Approximately 1.4%
| | (b) | 1. Sole power to vote or direct vote: 1,796,106 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,796,106 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard A LP has not entered into any transactions in the Shares since the filing of Amendment No. 20 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| I. | Starboard A GP |
| | (a) | Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 1,796,106 shares owned by Starboard Delta LLC. |
Percentage: Approximately 1.4%
| | (b) | 1. Sole power to vote or direct vote: 1,796,106 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 1,796,106 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard A GP has not entered into any transactions in the Shares since the filing of Amendment No. 20 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| J. | Starboard Value LP |
| | (a) | As of the close of business on May 23, 2016, 2,464,854 Shares were held in the Starboard Value LP Accounts. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Delta LLC and the Starboard Value LP Accounts and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,317,467 Shares owned by Starboard V&O Fund, (ii) 301,378 Shares owned by Starboard S LLC, (iii) 165,195 Shares owned by Starboard C LP, (iv) 1,796,106 Shares owned by Starboard Delta LLC and (v) 2,464,854 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 4.8%
| | (b) | 1. Sole power to vote or direct vote: 6,045,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 6,045,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard Value LP has not entered into any transactions in the Shares since the filing of Amendment No. 20 to the Schedule 13D. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Accounts and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| K. | Starboard Value GP |
| | (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,317,467 Shares owned by Starboard V&O Fund, (ii) 301,378 Shares owned by Starboard S LLC, (iii) 165,195 Shares owned by Starboard C LP, (iv) 1,796,106 Shares owned by Starboard Delta LLC and (v) 2,464,854 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 4.8%
| | (b) | 1. Sole power to vote or direct vote: 6,045,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 6,045,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 20 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| L. | Principal Co |
| | (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,317,467 Shares owned by Starboard V&O Fund, (ii) 301,378 Shares owned by Starboard S LLC, (iii) 165,195 Shares owned by Starboard C LP, (iv) 1,796,106 Shares owned by Starboard Delta LLC and (v) 2,464,854 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 4.8%
| | (b) | 1. Sole power to vote or direct vote: 6,045,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 6,045,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 20 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| M. | Principal GP |
| | (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,317,467 Shares owned by Starboard V&O Fund, (ii) 301,378 Shares owned by Starboard S LLC, (iii) 165,195 Shares owned by Starboard C LP, (iv) 1,796,106 Shares owned by Starboard Delta LLC and (v) 2,464,854 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 4.8%
| | (b) | 1. Sole power to vote or direct vote: 6,045,000 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 6,045,000 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 20 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| N. | Mr. Smith |
| | (a) | As of the close of business on May 23, 2016, Mr. Smith beneficially owned 7,553 Shares. Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,317,467 Shares owned by Starboard V&O Fund, (ii) 301,378 Shares owned by Starboard S LLC, (iii) 165,195 Shares owned by Starboard C LP, (iv) 1,796,106 Shares owned by Starboard Delta LLC and (v) 2,464,854 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 4.8%
| | (b) | 1. Sole power to vote or direct vote: 7,553 |
| | 2. Shared power to vote or direct vote: 6,045,000 |
| | 3. Sole power to dispose or direct the disposition: 7,553 |
| | 4. Shared power to dispose or direct the disposition: 6,045,000 |
| | (c) | Mr. Smith has not entered into any transactions in the Shares since the filing of Amendment No. 20 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| O. | Mr. Feld |
| | (a) | As of the close of business on May 23, 2016, Mr. Feld beneficially owned 6,320 Shares. Mr. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,317,467 Shares owned by Starboard V&O Fund, (ii) 301,378 Shares owned by Starboard S LLC, (iii) 165,195 Shares owned by Starboard C LP, (iv) 1,796,106 Shares owned by Starboard Delta LLC and (v) 2,464,854 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 4.8%
| | (b) | 1. Sole power to vote or direct vote: 6,320 |
| | 2. Shared power to vote or direct vote: 6,045,000 |
| | 3. Sole power to dispose or direct the disposition: 6,320 |
| | 4. Shared power to dispose or direct the disposition: 6,045,000 |
| | (c) | Mr. Feld has not entered into any transactions in the Shares since the filing of Amendment No. 20 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| P. | Mr. Mitchell |
| | (a) | Mr. Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,317,467 Shares owned by Starboard V&O Fund, (ii) 301,378 Shares owned by Starboard S LLC, (iii) 165,195 Shares owned by Starboard C LP, (iv) 1,796,106 Shares owned by Starboard Delta LLC and (v) 2,464,854 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 4.8%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 6,045,000 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 6,045,000 |
| | (c) | Mr. Mitchell has not entered into any transactions in the Shares since the filing of Amendment No. 20 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 20 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
Each Reporting Person, as a member of a “group” with the other Reporting Persons 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, her or its pecuniary interest therein.
(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 proceeds from the sale of, the Shares.
(e) As of May 20, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
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: May 24, 2016
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager STARBOARD VALUE AND OPPORTUNITY C LP By: Starboard Value R LP its general partner STARBOARD VALUE R LP By: Starboard Value R GP LLC, its general partner STARBOARD LEADERS DELTA LLC By: Starboard Value A LP, its managing member STARBOARD LEADERS FUND LP By: Starboard Value A LP its general partner | STARBOARD VALUE A LP By: Starboard Value A GP LLC, its general partner STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner STARBOARD PRINCIPAL CO GP LLC STARBOARD VALUE A GP LLC STARBOARD VALUE R GP LLC |
| By: | /s/ Jeffrey C. Smith | |
| Name: | Jeffrey C. Smith | |
| Title: | Authorized Signatory | |
| /s/ Jeffrey C. Smith |
| JEFFREY C. SMITH |
| Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld |
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 20 to the Schedule 13D
| Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
| (49,037) | 65.0253 | 05/19/2016 |
| (49,037) | 65.9648 | 05/20/2016 |
| (26,153) | 65.3374 | 05/23/2016 |
STARBOARD VALUE AND OPPORTUNITY S LLC
| (11,217) | 65.0253 | 05/19/2016 |
| (11,217) | 65.9648 | 05/20/2016 |
| (5,982) | 65.3374 | 05/23/2016 |
STARBOARD VALUE AND OPPORTUNITY C LP
| (6,149) | 65.0253 | 05/19/2016 |
| (6,149) | 65.9648 | 05/20/2016 |
| (3,279) | 65.3374 | 05/23/2016 |
STARBOARD LEADERS DELTA LLC
| (66,853) | 65.0253 | 05/19/2016 |
| (66,853) | 65.9648 | 05/20/2016 |
| (35,656) | 65.3374 | 05/23/2016 |
STARBOARD VALUE LP
(Through the Starboard Value LP Accounts)
| (91,744) | 65.0253 | 05/19/2016 |
| (91,744) | 65.9648 | 05/20/2016 |
| (48,930) | 65.3374 | 05/23/2016 |