The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 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 31,414 Shares beneficially owned by Scopia Long is approximately $1,044,435, excluding brokerage commissions.
The aggregate purchase price of the 45,402 Shares beneficially owned by Scopia LB is approximately $1,494,868, excluding brokerage commissions.
The aggregate purchase price of the 868,708 Shares beneficially owned by Scopia PX is approximately $28,672,358, excluding brokerage commissions.
The aggregate purchase price of the 25,226 Shares beneficially owned by Scopia Partners is approximately $832,040, excluding brokerage commissions.
The aggregate purchase price of the 15,865 Shares beneficially owned by Scopia Long QP is approximately $590,578, excluding brokerage commissions.
The aggregate purchase price of the 628,417 Shares beneficially owned by Scopia Windmill is approximately $20,841,031, excluding brokerage commissions.
The aggregate purchase price of the 163,566 Shares beneficially owned by Scopia International is approximately $5,394,542, excluding brokerage commissions.
The aggregate purchase price of the 1,147,379 Shares beneficially owned by Scopia PX International is approximately $37,857,001, excluding brokerage commissions.
The aggregate purchase price of the 122,207 Shares beneficially owned by Scopia LB International is approximately $4,004,224, excluding brokerage commissions.
The aggregate purchase price of the 131,664 Shares beneficially owned by Scopia Long International is approximately $4,376,138, excluding brokerage commissions.
The aggregate purchase price of the 79,213 Shares held in the Managed Account is approximately $2,613,323, 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)
|
As of the close of business on December 16, 2015, Scopia Long beneficially owned 31,414 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 31,414
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 31,414
|
|
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. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 16, 2015, Scopia LB beneficially owned 45,402 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 45,402
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 45,402
|
|
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. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 16, 2015, Scopia PX beneficially owned 868,708 Shares.
|
Percentage: Approximately 2.3%
|
(b)
|
1. Sole power to vote or direct vote: 868,708
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 868,708
|
|
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. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 16, 2015, Scopia Partners beneficially owned 25,226 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 25,226
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 25,226
|
|
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. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 16, 2015, Scopia Long QP beneficially owned 15,865 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 15,865
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 15,865
|
|
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. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 16, 2015, Scopia Windmill beneficially owned 628,417 Shares.
|
Percentage: Approximately 1.7%
|
(b)
|
1. Sole power to vote or direct vote: 628,417
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 628,417
|
|
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. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 16, 2015, Scopia International beneficially owned 163,566 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 163,566
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 163,566
|
|
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. 4 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 December 16, 2015, Scopia PX International beneficially owned 1,147,379 Shares.
|
Percentage: Approximately 3.0%
|
(b)
|
1. Sole power to vote or direct vote: 1,147,379
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,147,379
|
|
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. 4 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 December 16, 2015, Scopia LB International beneficially owned 122,207 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 122,207
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 122,207
|
|
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. 4 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 December 16, 2015, Scopia Long International beneficially owned 131,664 Shares.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 131,664
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 131,664
|
|
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. 4 to 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, 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) 31,414 Shares owned by Scopia Long; (ii) 45,402 Shares owned by Scopia LB; (iii) 868,708 Shares owned by Scopia PX; (iv) 25,226 Shares owned by Scopia Partners; (v) 15,865 Shares owned by Scopia Long QP; (vi) 628,417 Shares owned by Scopia Windmill; (vii) 163,566 Shares owned by Scopia International; (viii) 1,147,379 Shares owned by Scopia PX International; (ix) 122,207 Shares owned by Scopia LB International; and (x) 131,664 Shares owned by Scopia Long International.
|
Percentage: Approximately 8.4%
|
(b)
|
1. Sole power to vote or direct vote: 3,179,848
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,179,848
|
|
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. 4 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. 4 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 16, 2015, 79,213 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) 31,414 Shares owned by Scopia Long; (ii) 45,402 Shares owned by Scopia LB; (iii) 868,708 Shares owned by Scopia PX; (iv) 25,226 Shares owned by Scopia Partners; (v) 15,865 Shares owned by Scopia Long QP; (vi) 628,417 Shares owned by Scopia Windmill; (vii) 163,566 Shares owned by Scopia International; (viii) 1,147,379 Shares owned by Scopia PX International; (ix) 122,207 Shares owned by Scopia LB International; (x) 131,664 Shares owned by Scopia Long International; and (xi) 79,213 Shares held in the Managed Account.
|
Percentage: Approximately 8.6%
|
(b)
|
1. Sole power to vote or direct vote: 3,259,061
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,259,061
|
|
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. 4 to 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) 31,414 Shares owned by Scopia Long; (ii) 45,402 Shares owned by Scopia LB; (iii) 868,708 Shares owned by Scopia PX; (iv) 25,226 Shares owned by Scopia Partners; (v) 15,865 Shares owned by Scopia Long QP; (vi) 628,417 Shares owned by Scopia Windmill; (vii) 163,566 Shares owned by Scopia International; (viii) 1,147,379 Shares owned by Scopia PX International; (ix) 122,207 Shares owned by Scopia LB International; (x) 131,664 Shares owned by Scopia Long International; and (xi) 79,213 Shares held in the Managed Account.
|
Percentage: Approximately 8.6%
|
(b)
|
1. Sole power to vote or direct vote: 3,259,061
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,259,061
|
|
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. 4 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. 4 to 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) 31,414 Shares owned by Scopia Long; (ii) 45,402 Shares owned by Scopia LB; (iii) 868,708 Shares owned by Scopia PX; (iv) 25,226 Shares owned by Scopia Partners; (v) 15,865 Shares owned by Scopia Long QP; (vi) 628,417 Shares owned by Scopia Windmill; (vii) 163,566 Shares owned by Scopia International; (viii) 1,147,379 Shares owned by Scopia PX International; (ix) 122,207 Shares owned by Scopia LB International; (x) 131,664 Shares owned by Scopia Long International; and (xi) 79,213 Shares held in the Managed Account.
|
Percentage: Approximately 8.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 3,259,061
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 3,259,061
|
|
(c)
|
Mr. Sirovich has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 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. 4 to 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) 31,414 Shares owned by Scopia Long; (ii) 45,402 Shares owned by Scopia LB; (iii) 868,708 Shares owned by Scopia PX; (iv) 25,226 Shares owned by Scopia Partners; (v) 15,865 Shares owned by Scopia Long QP; (vi) 628,417 Shares owned by Scopia Windmill; (vii) 163,566 Shares owned by Scopia International; (viii) 1,147,379 Shares owned by Scopia PX International; (ix) 122,207 Shares owned by Scopia LB International; (x) 131,664 Shares owned by Scopia Long International; and (xi) 79,213 Shares held in the Managed Account.
|
Percentage: Approximately 8.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 3,259,061
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 3,259,061
|
|
(c)
|
Mr. Mindich has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 4 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. 4 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 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: December 17, 2015
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:
|
|
|
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 Securities of the Issuer Since the Filing of Amendment No. 4 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
|
157
|
35.2793
|
12/11/2015
|
Purchase of Common Stock
|
284
|
34.9239
|
12/14/2015
|
Purchase of Common Stock
|
3,063
|
35.2893
|
12/15/2015
|
Purchase of Common Stock
|
231
|
35.3753
|
12/15/2015
|
SCOPIA LB LLC
|
|
|
|
Purchase of Common Stock
|
233
|
35.2793
|
12/11/2015
|
Purchase of Common Stock
|
422
|
34.9239
|
12/14/2015
|
Purchase of Common Stock
|
4,543
|
35.2893
|
12/15/2015
|
Purchase of Common Stock
|
343
|
35.3753
|
12/15/2015
|
SCOPIA PX LLC
|
|
|
|
Purchase of Common Stock
|
4,652
|
35.2793
|
12/11/2015
|
Purchase of Common Stock
|
8,401
|
34.9239
|
12/14/2015
|
Purchase of Common Stock
|
90,543
|
35.2893
|
12/15/2015
|
Purchase of Common Stock
|
6,841
|
35.3753
|
12/15/2015
|
SCOPIA PARTNERS LLC
|
|
|
|
Purchase of Common Stock
|
126
|
35.2793
|
12/11/2015
|
Purchase of Common Stock
|
227
|
34.9239
|
12/14/2015
|
Purchase of Common Stock
|
2,451
|
35.2893
|
12/15/2015
|
Purchase of Common Stock
|
185
|
35.3753
|
12/15/2015
|
SCOPIA LONG QP LLC
|
|
|
|
Purchase of Common Stock
|
74
|
35.2793
|
12/11/2015
|
Purchase of Common Stock
|
134
|
34.9239
|
12/14/2015
|
Purchase of Common Stock
|
1,442
|
35.2893
|
12/15/2015
|
Purchase of Common Stock
|
109
|
35.3753
|
12/15/2015
|
SCOPIA WINDMILL FUND LP
|
|
|
|
Purchase of Common Stock
|
3,463
|
35.2793
|
12/11/2015
|
Purchase of Common Stock
|
6,254
|
34.9239
|
12/14/2015
|
Purchase of Common Stock
|
67,406
|
35.2893
|
12/15/2015
|
Purchase of Common Stock
|
5,093
|
35.3753
|
12/15/2015
|
SCOPIA INTERNATIONAL MASTER FUND LP
|
|
|
|
Purchase of Common Stock
|
764
|
35.2793
|
12/11/2015
|
Purchase of Common Stock
|
1,380
|
34.9239
|
12/14/2015
|
Purchase of Common Stock
|
14,876
|
35.2893
|
12/15/2015
|
Purchase of Common Stock
|
1,124
|
35.3753
|
12/15/2015
|
SCOPIA PX INTERNATIONAL MASTER FUND LP
|
|
|
|
Purchase of Common Stock
|
5,845
|
35.2793
|
12/11/2015
|
Purchase of Common Stock
|
10,554
|
34.9239
|
12/14/2015
|
Purchase of Common Stock
|
113,736
|
35.2893
|
12/15/2015
|
Purchase of Common Stock
|
8,595
|
35.3753
|
12/15/2015
|
SCOPIA LB INTERNATIONAL MASTER FUND LP
|
|
|
|
Purchase of Common Stock
|
627
|
35.2793
|
12/11/2015
|
Purchase of Common Stock
|
1,132
|
34.9239
|
12/14/2015
|
Purchase of Common Stock
|
12,203
|
35.2893
|
12/15/2015
|
Purchase of Common Stock
|
922
|
35.3753
|
12/15/2015
|
SCOPIA LONG INTERNATIONAL MASTER FUND LP
|
|
|
|
Purchase of Common Stock
|
658
|
35.2793
|
12/11/2015
|
Purchase of Common Stock
|
1,188
|
34.9239
|
12/14/2015
|
Purchase of Common Stock
|
12,802
|
35.2893
|
12/15/2015
|
Purchase of Common Stock
|
967
|
35.3753
|
12/15/2015
|
SCOPIA CAPITAL MANAGEMENT LP
(Through the Managed Account)
|
|
|
|
Purchase of Common Stock
|
401
|
35.2793
|
12/11/2015
|
Purchase of Common Stock
|
724
|
34.9239
|
12/14/2015
|
Purchase of Common Stock
|
7,804
|
35.2893
|
12/15/2015
|
Purchase of Common Stock
|
590
|
35.3753
|
12/15/2015
|