Filing Details
- Accession Number:
- 0000905148-16-001640
- Form Type:
- 13D Filing
- Publication Date:
- 2016-05-27 14:15:42
- Filed By:
- Philadelphia Financial Management Of San Francisco, Llc
- Company:
- Pathward Financial Inc. (NASDAQ:CASH)
- Filing Date:
- 2016-05-27
- 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 |
|---|---|---|---|---|---|---|
| PHILDE | 0 | 419,191 | 0 | 419,191 | 419,191 | 4.93% |
| BOATHOUSE ROW I | 0 | 143,410 | 0 | 143,410 | 143,410 | 1.69% |
| BOATHOUSE ROW II | 0 | 44,941 | 0 | 44,941 | 44,941 | 0.53% |
| BOATHOUSE ROW OFFSHORE LTD | 0 | 168,199 | 0 | 168,199 | 168,199 | 1.98% |
| OC 53 | 0 | 62,641 | 0 | 62,641 | 62,641 | 0.74% |
| JORDAN HYMOWITZ | 0 | 419,191 | 0 | 419,191 | 419,191 | 4.93% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Meta Financial Group, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
59100U108
(CUSIP Number)
Rachael Clarke
Philadelphia Financial Management of San Francisco, LLC
450 Sansome Street, Suite 1500
San Francisco, California 94111
(415) 352-4463
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 26, 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 Rule 13d-7 for other parties to whom copies are to be sent.
* 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 the disclosures provided in a prior cover page.
The information required in 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 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| PHILDELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| 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 | | | ||
| California | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 419,191 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 419,191 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 419,191 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 4.93% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA | | | |||
| | | ||||
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| BOATHOUSE ROW I, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| 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 | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 143,410 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 143,410 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 143,410 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 1.69% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| BOATHOUSE ROW II, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| 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 | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 44,941 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 44,941 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 44,941 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 0.53% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| BOATHOUSE ROW OFFSHORE LTD. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| 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 | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 168,199 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 168,199 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 168,199 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 1.98% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| OC 532 OFFSHORE FUND, LTD. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| 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 | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 62,641 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 62,641 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 62,641 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 0.74% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| JORDAN HYMOWITZ | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| 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 | | | ||
| United States of America | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 419,191 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 419,191 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 419,191 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 4.93% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN, HC | | | |||
| | | ||||
| Item 1. | Security and Issuer |
This Amendment No. 5 to the statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Meta Financial Group, Inc. (the “Issuer”), whose principal executive offices are located at 5501 South Broadband Lane, Sioux Falls, South Dakota 57108. This Amendment No. 5 amends the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on June 24, 2011, as amended by Amendment No. 1, filed with the SEC on April 14, 2015, Amendment No. 2, filed with the SEC on September 9, 2015, Amendment No. 3, filed with the SEC on December 29, 2015 and Amendment No. 4, filed with the SEC on April 14, 2016 (collectively, the “Schedule 13D”). This Amendment No. 5 is being filed to report that the Reporting Persons (as defined herein) are no longer the beneficial owners of more than 5% of the outstanding shares of Common Stock, and thus no longer subject to continued filing requirements under Section 13(d) of the Act with respect to the shares of Common Stock.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended by adding the following:
Based on information in the Issuer’s Form 10-Q filed May 5, 2016, there were 8,504,034 shares of the Common Stock outstanding as of May 2, 2016.
(a) As of May 26, 2016, each of Philadelphia Financial and Jordan Hymowitz may be deemed to be the beneficial owner of 419,191 shares of Common Stock, which represents approximately 4.93% of the outstanding shares of Common Stock. This amount includes: (i) 143,410 shares of Common Stock beneficially owned by Boathouse Row I, L.P., which represents approximately 1.69% of the outstanding shares of Common Stock; (ii) 44,941 shares of Common Stock beneficially owned by Boathouse Row II, L.P., which represents approximately 0.53% of the outstanding shares of Common Stock; (iii) 168,199 shares of Common Stock beneficially owned by Boathouse Row Offshore Ltd., which represents approximately 1.98% of the outstanding shares of Common Stock; and (iv) 62,641 shares of Common Stock beneficially owned by OC 532 Offshore Fund, Ltd., which represents approximately 0.74% of the outstanding shares of Common Stock.
(b) Each of Philadelphia Financial and Jordan Hymowitz share the power to vote or to direct the vote and the power to dispose or to direct the disposition of 419,191 shares of Common Stock, which includes shared power over: (i) 143,410 shares of Common Stock with Boathouse Row I, L.P.; (ii) 44,941 shares of Common Stock with Boathouse Row II, L.P.; (iii) 168,199 shares of Common Stock with Boathouse Row Offshore Ltd.; and (iv) 62,641 shares of Common Stock with OC 532 Offshore Fund, Ltd.
(c) Please refer to Exhibit P for transactions in the Issuer’s securities during the past sixty days, including the transaction date, number of shares of Common Stock disposed of, price per share (and, if weighted average price per share, the range of prices), identity of the fund that effected the transaction, and where and how the transaction was effected.
(d) Not applicable.
(e) As of May 26, 2016, the Reporting Persons have ceased to be the beneficial owners of more than 5% of the outstanding shares of Common Stock.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit O: | Joint Filing Agreement |
| Exhibit P: | Schedule of Transactions |
EXHIBIT O
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Meta Financial Group, Inc., dated as of May 27, 2016 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Dated: May 27, 2016
| PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC | |||
| | By: | /s/ Rachael Clarke | |
| Name: Rachael Clarke | |||
| Title: Chief Compliance Officer | |||
| BOATHOUSE ROW I, L.P. | |||
| | By: | /s/ Philadelphia Financial Management of San Francisco, LLC, its General Partner | |
| By: | /s/ Rachael Clarke | ||
| Name: Rachael Clarke | |||
| Title: Chief Compliance Officer of Philadelphia Financial Management of San Francisco, LLC | |||
| BOATHOUSE ROW II, L.P. | |||
| | By: | /s/ Philadelphia Financial Management of San Francisco, LLC, its General Partner | |
| By: | /s/ Rachael Clarke | ||
| Name: Rachael Clarke | |||
| Title: Chief Compliance Officer of Philadelphia Financial Management of San Francisco, LLC | |||
| BOATHOUSE ROW OFFSHORE LTD. | |||
| | By: | /s/ Rachael Clarke | |
| Name: Rachael Clarke | |||
| Title: Director | |||
| OC 532 OFFSHORE FUND, LTD. | |||
| | By: | /s/ Rachael Clarke | |
| Name: Rachael Clarke | |||
| Title: Director | |||
| JORDAN HYMOWITZ | |||
| /s/ Jordan Hymowitz | |||
EXHIBIT P
SCHEDULE OF TRANSACTIONS
| Transaction Date | Entity Transacting | Transaction Type | Quantity | Price | Price Range (if Price is Weighted Average) | How Transaction Effected | |||||||
| 05/02/2016 | Boathouse Row I, LP | SELL | (2,934 | ) | $ | 49.86 | * | $ | 49.72-49.99 | Open Market | |||
| 05/02/2016 | Boathouse Row II, LP | SELL | (894 | ) | $ | 49.86 | * | $ | 49.72-49.99 | Open Market | |||
| 05/02/2016 | Boathouse Row Offshore Ltd. | SELL | (3,379 | ) | $ | 49.86 | * | $ | 49.72-49.99 | Open Market | |||
| 05/02/2016 | OC 532 Offshore Ltd. | SELL | (293 | ) | $ | 49.86 | * | $ | 49.72-49.99 | Open Market | |||
| 05/03/2016 | Boathouse Row I, LP | SELL | (35 | ) | $ | 49.80 | Open Market | ||||||
| 05/03/2016 | Boathouse Row II, LP | SELL | (10 | ) | $ | 49.80 | Open Market | ||||||
| 05/03/2016 | Boathouse Row Offshore Ltd. | SELL | (41 | ) | $ | 49.80 | Open Market | ||||||
| 05/03/2016 | OC 532 Offshore Ltd. | SELL | (4 | ) | $ | 49.80 | Open Market | ||||||
| 05/10/2016 | Boathouse Row I, LP | SELL | (78 | ) | $ | 49.01 | * | $ | 49.00-49.01 | Open Market | |||
| 05/10/2016 | Boathouse Row II, LP | SELL | (24 | ) | $ | 49.01 | * | $ | 49.00-49.01 | Open Market | |||
| 05/10/2016 | Boathouse Row Offshore Ltd. | SELL | (90 | ) | $ | 49.01 | * | $ | 49.00-49.01 | Open Market | |||
| 05/10/2016 | OC 532 Offshore Ltd. | SELL | (8 | ) | $ | 49.01 | * | $ | 49.00-49.01 | Open Market | |||
| 05/18/2016 | Boathouse Row I, LP | SELL | (2,310 | ) | $ | 49.01 | * | $ | 49.00-49.10 | Open Market | |||
| 05/18/2016 | Boathouse Row II, LP | SELL | (704 | ) | $ | 49.01 | * | $ | 49.00-49.10 | Open Market | |||
| 05/18/2016 | Boathouse Row Offshore Ltd. | SELL | (2,662 | ) | $ | 49.01 | * | $ | 49.00-49.10 | Open Market | |||
| 05/18/2016 | OC 532 Offshore Ltd. | SELL | (230 | ) | $ | 49.01 | * | $ | 49.00-49.10 | Open Market | |||
| 05/24/2016 | Boathouse Row I, LP | SELL | (5,133 | ) | $ | 50.15 | * | $ | 49.95-50.65 | Open Market | |||
| 05/24/2016 | Boathouse Row II, LP | SELL | (1,561 | ) | $ | 50.15 | * | $ | 49.95-50.65 | Open Market | |||
| 05/24/2016 | Boathouse Row Offshore Ltd. | SELL | (5,922 | ) | $ | 50.15 | * | $ | 49.95-50.65 | Open Market | |||
| 05/24/2016 | OC 532 Offshore Ltd. | SELL | (186 | ) | $ | 50.15 | * | $ | 49.95-50.65 | Open Market | |||
| 05/25/2016 | Boathouse Row I, LP | SELL | (4,533 | ) | $ | 50.08 | * | $ | 49.95-50.50 | Open Market | |||
| 05/25/2016 | Boathouse Row II, LP | SELL | (1,379 | ) | $ | 50.08 | * | $ | 49.95-50.50 | Open Market | |||
| 05/25/2016 | Boathouse Row Offshore Ltd. | SELL | (5,232 | ) | $ | 50.08 | * | $ | 49.95-50.50 | Open Market | |||
| 05/25/2016 | OC 532 Offshore Ltd. | SELL | (164 | ) | $ | 50.08 | * | $ | 49.95-50.50 | Open Market | |||
| 05/26/2016 | Boathouse Row I, LP | SELL | (2,382 | ) | $ | 49.92 | * | $ | 49.90-49.98 | Open Market | |||
| 05/26/2016 | Boathouse Row II, LP | SELL | (724 | ) | $ | 49.92 | * | $ | 49.90-49.98 | Open Market | |||
| 05/26/2016 | Boathouse Row Offshore Ltd. | SELL | (2,749 | ) | $ | 49.92 | * | $ | 49.90-49.98 | Open Market | |||
| 05/26/2016 | OC 532 Offshore Ltd. | SELL | (86 | ) | $ | 49.92 | * | $ | 49.90-49.98 | Open Market | |||
* This price reflects the weighted average sale price. The Reporting Persons undertake to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in the Price Range column.