The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D.
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 Coppersmith Value II and held in the Coppersmith 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. The aggregate purchase price of the 160,000 Shares beneficially owned by Coppersmith Value II is approximately $4,760,874, including brokerage commissions. The aggregate purchase price of the 760,259 Shares held in the Coppersmith Accounts is approximately $24,999,999, including brokerage commissions.
The Shares purchased by each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, 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 18,506 Shares beneficially owned by Scopia Long is approximately $587,648, excluding brokerage commissions.
The aggregate purchase price of the 26,702 Shares beneficially owned by Scopia LB is approximately $842,640, excluding brokerage commissions.
The aggregate purchase price of the 516,581 Shares beneficially owned by Scopia PX is approximately $16,265,022, excluding brokerage commissions.
The aggregate purchase price of the 15,306 Shares beneficially owned by Scopia Partners is approximately $482,521, excluding brokerage commissions.
The aggregate purchase price of the 349,957 Shares beneficially owned by Scopia Windmill is approximately $11,028,796, excluding brokerage commissions.
The aggregate purchase price of the 99,035 Shares beneficially owned by Scopia International is approximately $3,121,720, excluding brokerage commissions.
The aggregate purchase price of the 687,239 Shares beneficially owned by Scopia PX International is approximately $21,648,850, excluding brokerage commissions.
The aggregate purchase price of the 55,558 Shares beneficially owned by Scopia LB International is approximately $1,714,696, excluding brokerage commissions.
The aggregate purchase price of the 77,516 Shares beneficially owned by Scopia Long International is approximately $2,460,395, excluding brokerage commissions.
The aggregate purchase price of the 47,511 Shares held in the Managed Account is approximately $1,497,206, 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 38,138,896 Shares outstanding as of July 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 August 6, 2015.
|
(a)
|
As of the close of business on September 29, 2015, Coppersmith Value II beneficially owned 160,000 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 160,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 160,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Coppersmith Value II has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
|
(a)
|
Coppersmith Partners, as the general partner of Coppersmith Value II, may be deemed the beneficial owner of the 160,000 Shares owned by Coppersmith Value II.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 160,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 160,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Coppersmith Partners has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
|
(a)
|
As of the close of business on September 29, 2015, 760,259 Shares were held in the Coppersmith Accounts. Coppersmith Capital, as the Investment Manager of Coppersmith Value II and the Coppersmith Accounts, may be deemed the beneficial owner of the (i) 160,000 Shares owned by Coppersmith Value II and (ii) 760,259 Shares held in the Coppersmith Accounts.
|
Percentage: Approximately 2.4%
|
(b)
|
1. Sole power to vote or direct vote: 920,259
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 920,259
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Coppersmith Capital has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
|
(a)
|
Mr. Lande, as the Managing Member of each of Coppersmith Partners and Coppersmith Capital, may be deemed the beneficial owner of the (i) 160,000 Shares owned by Coppersmith Value II and (ii) 760,259 Shares held in the Coppersmith Accounts.
|
Percentage: Approximately 2.4%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 920,259
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 920,259
|
|
(c)
|
Mr. Lande has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
|
(a)
|
Mr. Rosenblum, as a Member of each of Coppersmith Partners and Coppersmith Capital, may be deemed the beneficial owner of the (i) 160,000 Shares owned by Coppersmith Value II and (ii) 760,259 Shares held in the Coppersmith Accounts.
|
Percentage: Approximately 2.4%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 920,259
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 920,259
|
|
(c)
|
Mr. Rosenblum has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
|
(a)
|
As of the close of business on September 29, 2015, Scopia Long beneficially owned 18,506 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 18,506
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 18,506
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Scopia Long since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on September 29, 2015, Scopia LB beneficially owned 26,702 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 26,702
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 26,702
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Scopia LB since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on September 29, 2015, Scopia PX beneficially owned 516,581 Shares.
|
Percentage: Approximately 1.4%
|
(b)
|
1. Sole power to vote or direct vote: 516,581
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 516,581
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Scopia PX since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on September 29, 2015, Scopia Partners beneficially owned 15,306 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 15,306
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 15,306
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Scopia Partners since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on September 29, 2015, Scopia Windmill beneficially owned 349,957 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 349,957
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 349,957
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Scopia Windmill since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on September 29, 2015, Scopia International beneficially owned 99,035 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 99,035
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 99,035
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Scopia International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
L.
|
Scopia PX International
|
|
(a)
|
As of the close of business on September 29, 2015, Scopia PX International beneficially owned 687,239 Shares.
|
Percentage: Approximately 1.8%
|
(b)
|
1. Sole power to vote or direct vote: 687,239
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 687,239
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Scopia PX International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
M. Scopia LB International
|
(a)
|
As of the close of business on September 29, 2015, Scopia LB International beneficially owned 55,558 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 55,558
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 55,558
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Scopia LB International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
N. Scopia Long International
|
(a)
|
As of the close of business on September 29, 2015, Scopia Long International beneficially owned 77,516 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 77,516
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 77,516
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Scopia Long International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Scopia Capital, as the Managing Member of each of Scopia Long, Scopia LB, Scopia PX and Scopia Partners, 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) 18,506 Shares owned by Scopia Long; (ii) 26,702 Shares owned by Scopia LB; (iii) 516,581 Shares owned by Scopia PX; (iv) 15,306 Shares owned by Scopia Partners; (v) 349,957 Shares owned by Scopia Windmill; (vi) 99,035 Shares owned by Scopia International; (vii) 687,239 Shares owned by Scopia PX International; (viii) 55,558 Shares owned by Scopia LB International; and (ix) 77,516 Shares owned by Scopia Long International.
|
Percentage: Approximately 4.8%
|
(b)
|
1. Sole power to vote or direct vote: 1,846,400
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,846,400
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Scopia Capital has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International and Scopia Long International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on September 29, 2015, 47,511 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 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) 18,506 Shares owned by Scopia Long; (ii) 26,702 Shares owned by Scopia LB; (iii) 516,581 Shares owned by Scopia PX; (iv) 15,306 Shares owned by Scopia Partners; (v) 349,957 Shares owned by Scopia Windmill; (vi) 99,035 Shares owned by Scopia International; (vii) 687,239 Shares owned by Scopia PX International; (viii) 55,558 Shares owned by Scopia LB International; (ix) 77,516 Shares owned by Scopia Long International; and (x) 47,511 Shares held in the Managed Account.
|
Percentage: Approximately 5.0%
|
(b)
|
1. Sole power to vote or direct vote: 1,893,911
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,893,911
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Scopia Management through the Managed Account and on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International and Scopia Long International since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Scopia Inc., as the general partner of Scopia Management, may be deemed the beneficial owner of the: (i) 18,506 Shares owned by Scopia Long; (ii) 26,702 Shares owned by Scopia LB; (iii) 516,581 Shares owned by Scopia PX; (iv) 15,306 Shares owned by Scopia Partners; (v) 349,957 Shares owned by Scopia Windmill; (vi) 99,035 Shares owned by Scopia International; (vii) 687,239 Shares owned by Scopia PX International; (viii) 55,558 Shares owned by Scopia LB International; (ix) 77,516 Shares owned by Scopia Long International; and (x) 47,511 Shares held in the Managed Account.
|
Percentage: Approximately 5.0%
|
(b)
|
1. Sole power to vote or direct vote: 1,893,911
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,893,911
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Scopia Inc. has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and through the Managed Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(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) 18,506 Shares owned by Scopia Long; (ii) 26,702 Shares owned by Scopia LB; (iii) 516,581 Shares owned by Scopia PX; (iv) 15,306 Shares owned by Scopia Partners; (v) 349,957 Shares owned by Scopia Windmill; (vi) 99,035 Shares owned by Scopia International; (vii) 687,239 Shares owned by Scopia PX International; (viii) 55,558 Shares owned by Scopia LB International; (ix) 77,516 Shares owned by Scopia Long International; and (x) 47,511 Shares held in the Managed Account.
|
Percentage: Approximately 5.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,893,911
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,893,911
|
|
(c)
|
Mr. Sirovich has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and through the Managed Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(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) 18,506 Shares owned by Scopia Long; (ii) 26,702 Shares owned by Scopia LB; (iii) 516,581 Shares owned by Scopia PX; (iv) 15,306 Shares owned by Scopia Partners; (v) 349,957 Shares owned by Scopia Windmill; (vi) 99,035 Shares owned by Scopia International; (vii) 687,239 Shares owned by Scopia PX International; (viii) 55,558 Shares owned by Scopia LB International; (ix) 77,516 Shares owned by Scopia Long International; and (x) 47,511 Shares held in the Managed Account.
|
Percentage: Approximately 5.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,893,911
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,893,911
|
|
(c)
|
Mr. Mindich has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Scopia Long, Scopia LB, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB International, Scopia Long International and through the Managed Account since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
An aggregate of 2,814,170 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 1 to the Schedule 13D.
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 Person. 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: September 30, 2015
|
COPPERSMITH VALUE PARTNERS II, LP
|
|
|
|
By:
|
Coppersmith Capital Partners, LLC
General Partner
|
|
|
|
|
By:
|
|
|
|
Name:
|
Jerome J. Lande
|
|
|
Title:
|
Managing Member
|
|
COPPERSMITH CAPITAL PARTNERS, LLC
|
|
|
|
By:
|
|
|
|
Name:
|
Jerome J. Lande
|
|
|
Title:
|
Managing Member
|
|
COPPERSMITH CAPITAL MANAGEMENT, LLC
|
|
|
|
By:
|
|
|
|
Name:
|
Jerome J. Lande
|
|
|
Title:
|
Managing Member
|
SCOPIA LONG LLC
|
SCOPIA WINDMILL FUND LP
|
|
|
SCOPIA LB LLC
|
SCOPIA INTERNATIONAL MASTER FUND LP
|
|
|
SCOPIA PX LLC
|
SCOPIA PX INTERNATIONAL MASTER FUND LP
|
|
|
SCOPIA PARTNERS LLC
|
SCOPIA LB INTERNATIONAL MASTER FUND LP
|
|
|
SCOPIA LONG INTERNATIONAL MASTER FUND LP
|
|
By: Scopia Capital Management LP
|
Investment Manager
|
|
By: Scopia Management, Inc.
|
General Partner
|
|
By:
|
|
|
Name:
|
Matthew Sirovich
|
|
Title:
|
Managing Director
|
|
SCOPIA CAPITAL MANAGEMENT LP
|
|
|
|
By:
|
Scopia Management, Inc.
General Partner
|
|
|
|
|
By:
|
|
|
|
Name:
|
Matthew Sirovich
|
|
|
Title:
|
Managing Director
|
SCOPIA CAPITAL GP LLC
|
|
SCOPIA MANAGEMENT, INC.
|
|
|
|
By:
|
|
|
By:
|
|
|
Name:
|
Matthew Sirovich
|
|
|
Name:
|
Matthew Sirovich
|
|
Title:
|
Managing Member
|
|
|
Title:
|
Managing Director
|
SCHEDULE A
Transactions in the Shares Since the Filing of the Schedule 13D
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
SCOPIA LONG LLC
877
|
30.9984
|
09/22/2015
|
742
|
31.3274
|
09/23/2015
|
421
|
31.2904
|
09/24/2015
|
1,111
|
32.2459
|
09/25/2015
|
888
|
31.9131
|
09/28/2015
|
SCOPIA LB LLC
1,252
|
30.9984
|
09/22/2015
|
1,059
|
31.3274
|
09/23/2015
|
601
|
31.2904
|
09/24/2015
|
1,585
|
32.2459
|
09/25/2015
|
1,333
|
31.9131
|
09/28/2015
|
24,051
|
30.9984
|
09/22/2015
|
20,336
|
31.3274
|
09/23/2015
|
11,537
|
31.2904
|
09/24/2015
|
30,443
|
32.2459
|
09/25/2015
|
27,423
|
31.9131
|
09/28/2015
|
13,330
|
31.2851
|
09/29/2015
|
SCOPIA PARTNERS LLC
713
|
30.9984
|
09/22/2015
|
603
|
31.3274
|
09/23/2015
|
342
|
31.2904
|
09/24/2015
|
902
|
32.2459
|
09/25/2015
|
812
|
31.9131
|
09/28/2015
|
395
|
31.2851
|
09/29/2015
|
SCOPIA WINDMILL FUND LP
16,706
|
30.9984
|
09/22/2015
|
14,126
|
31.3274
|
09/23/2015
|
8,014
|
31.2904
|
09/24/2015
|
21,146
|
32.2459
|
09/25/2015
|
18,791
|
31.9131
|
09/28/2015
|
9,134
|
31.2851
|
09/29/2015
|
SCOPIA INTERNATIONAL MASTER FUND LP
4,611
|
30.9984
|
09/22/2015
|
3,898
|
31.3274
|
09/23/2015
|
2,212
|
31.2904
|
09/24/2015
|
5,836
|
32.2459
|
09/25/2015
|
5,257
|
31.9131
|
09/28/2015
|
SCOPIA PX INTERNATIONAL MASTER FUND LP
31,997
|
30.9984
|
09/22/2015
|
27,054
|
31.3274
|
09/23/2015
|
15,349
|
31.2904
|
09/24/2015
|
40,501
|
32.2459
|
09/25/2015
|
36,476
|
31.9131
|
09/28/2015
|
17,728
|
31.2851
|
09/29/2015
|
SCOPIA LB INTERNATIONAL MASTER FUND LP
2,607
|
30.9984
|
09/22/2015
|
2,205
|
31.3274
|
09/23/2015
|
1,251
|
31.2904
|
09/24/2015
|
3,300
|
32.2459
|
09/25/2015
|
2,773
|
31.9131
|
09/28/2015
|
SCOPIA LONG INTERNATIONAL MASTER FUND LP
3,674
|
30.9984
|
09/22/2015
|
3,107
|
31.3274
|
09/23/2015
|
1,762
|
31.2904
|
09/24/2015
|
4,650
|
32.2459
|
09/25/2015
|
3,717
|
31.9131
|
09/28/2015
|
1,807
|
31.2851
|
09/29/2015
|
SCOPIA CAPITAL MANAGEMENT LP
(Through the Managed Account)
2,212
|
30.9984
|
09/22/2015
|
1,870
|
31.3274
|
09/23/2015
|
1,061
|
31.2904
|
09/24/2015
|
2,800
|
32.2459
|
09/25/2015
|
2,530
|
31.9131
|
09/28/2015
|