The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended and restated to read as follows:
(a)
This statement is filed
Scopia Capital Management LP, a Delaware limited partnership (“Scopia Management”), Scopia Management, Inc., a New York corporation (“Scopia Inc.”), Matthew Sirovich and Jeremy Mindich.
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Scopia Management is the Investment Manager of certain funds and a certain managed account (collectively, the “Investment Vehicles”), in whose name the Shares are held. Scopia Inc. is the general partner of Scopia Management. Messrs. Sirovich and Mindich each serve as a Managing Director of Scopia Inc. The Investment Vehicles have delegated to Scopia Management the sole authority to vote and dispose of the securities held by the Investment Vehicles pursuant to their respective Investment Management Agreements with Scopia Management. As a result, each of Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich may be deemed to beneficially own the Shares held by the Investment Vehicles.
(b) The address of the principal office of each Reporting Person is 152 West 57th Street, 33rd Floor, New York, New York 10019.
(c) Scopia Management provides investment advisory and management services and acts as the Investment Manager of the Investment Vehicles. Scopia Inc. serves as the general partner of Scopia Management. Each of Messrs. Sirovich and Mindich serve as a Managing Director of Scopia Inc.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Messrs.
Sirovich
and Mindich are citizens of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by the Investment Vehicles were purchased with the working capital of the Investment Vehicles (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,755,263 Shares held in the aggregate by the Investment Vehicles is approximately $108,076,463, excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a) - (c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 27,751,474 Shares outstanding as of April 28, 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 May 2, 2016.
As of the close of business on May 5, 2016, each of Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich may be deemed to beneficially own the 2,755,263 Shares, constituting approximately 9.9% of the Shares outstanding, held in the aggregate by the Investment Vehicles by virtue of their relationships with the Investment Vehicles discussed in further detail in Item 2.
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. Without limiting the foregoing sentence, the Investment Vehicles specifically disclaim beneficial ownership of the securities of the Issuer held by them by virtue of their inability to vote or dispose of such securities as a result of their respective Investment Management Agreements with Scopia Management.
(b) Scopia Management, Scopia Inc. and Messrs. Sirovich and Mindich may be deemed to share the power to vote and dispose of the Shares held by the Investment Vehicles.
(c) The transactions in the securities of the Issuer by Scopia Management on behalf of the Investment Vehicles since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. All of such transactions occurred in the open market except as otherwise indicated.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Item 6 is hereby amended to add the following:
On May 6, 2016, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. A copy of this agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits
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Item 7 is hereby amended to add the following exhibit:
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99.1
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Joint Filing Agreement, dated May 6, 2016.
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SIG
NATURES
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 6, 2016
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SCOPIA CAPITAL MANAGEMENT LP
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By:
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Scopia Management, Inc.
General Partner
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By:
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Name:
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Matthew Sirovich
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Title:
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Managing Director
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SCOPIA MANAGEMENT, INC.
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By:
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Name:
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Matthew Sirovich
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Title:
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Managing Director
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SCHEDULE A
Transactions in the Securities of the Issuer Since the filing of Amendment No. 3 to the Schedule 13D
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Nature of the Transaction
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Amount of Securities
Purchased/(Sold)
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Price Per Share ($)
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Date of
Purchase/Sale
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SCOPIA CAPITAL MANAGEMENT LP
(On Behalf of the Investment Vehicles)
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Purchase of Common Stock
*
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20,352
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42.5936
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04/01/2016
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Sale of Common Stock
*
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(20,352)
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42.5531
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04/01/2016
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Purchase of Common Stock
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20,600
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41.3016
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04/29/2016
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Purchase of Common Stock
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142,186
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41.4006
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04/29/2016
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Purchase of Common Stock
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69,143
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42.0598
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05/02/2016
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Purchase of Common Stock
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37,746
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42.1235
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05/03/2016
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Purchase of Common Stock
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82,293
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42.4929
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05/04/2016
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Purchase of Common Stock
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23,031
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43.0670
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05/05/2016
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____________________
*
Represents standard rebalancing transactions among the Investment Vehicles in the ordinary course of business.