The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
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 LionEye Master Fund and LionEye Onshore and held in the LionEye Capital Management 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 on Schedule A. The aggregate purchase price of the 1,257,434 Shares beneficially owned by LionEye Master Fund is approximately $86,292,410, including brokerage commissions. The aggregate purchase price of the 126,773 Shares beneficially owned by LionEye Onshore is approximately $8,954,225, including brokerage commissions. The aggregate purchase price of the 950,298 Shares held in the LionEye Capital Management Accounts is approximately $63,663,191, including brokerage commissions.
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:
The aggregate percentage of Shares reported owned by each person named herein is based upon 27,247,974 Shares outstanding as of April 21, 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 April 22, 2015.
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(a)
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As of the close of business on May 4, 2015, LionEye Master Fund beneficially owned 1,257,434 Shares.
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Percentage: Approximately 4.6%
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(b)
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1. Sole power to vote or direct vote: 1,257,434
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 1,257,434
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by LionEye Master Fund during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on May 4, 2015, LionEye Onshore beneficially owned 126,773 Shares.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 126,773
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 126,773
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by LionEye Onshore during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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LionEye Advisors, as the general partner of LionEye Onshore, may be deemed the beneficial owner of the 126,773 Shares beneficially owned by LionEye Onshore.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 126,773
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 126,773
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4. Shared power to dispose or direct the disposition: 0
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(c)
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LionEye Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of LionEye Onshore during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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D.
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LionEye Capital Management
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(a)
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As of the close of business on May 4, 2015, 950,298 Shares were held in the LionEye Capital Management Accounts. LionEye Capital Management, as the investment manager of LionEye Master Fund, LionEye Onshore and the LionEye Capital Management Accounts, may be deemed the beneficial owner of the (i) 1,257,434 Shares beneficially owned by LionEye Master Fund, (ii) 126,773 Shares beneficially owned by LionEye Onshore and (iii) 950,298 Shares held in the LionEye Capital Management Accounts.
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Percentage: Approximately 8.6%
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(b)
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1. Sole power to vote or direct vote: 2,334,505
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,334,505
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by LionEye Capital Management through the LionEye Capital Management Accounts and on behalf of LionEye Master Fund and LionEye Onshore during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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E.
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Messrs. Raneri and Rosen
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(a)
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Each of Messrs. Raneri and Rosen, as a managing member of each of LionEye Capital Management and LionEye Advisors, may be deemed the beneficial owner of the (i) 1,257,434 Shares beneficially owned by LionEye Master Fund, (ii) 126,773 Shares beneficially owned by LionEye Onshore and (iii) 950,298 Shares held in the LionEye Capital Management Accounts.
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Percentage: Approximately 8.6%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 2,334,505
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 2,334,505
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(c)
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None of Messrs. Raneri or Rosen has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of LionEye Master Fund, LionEye Onshore and through the LionEye Capital Management Accounts during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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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 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: May 5, 2015
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LionEye Master Fund Ltd
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By:
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/s/ Stephen Raneri
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Name:
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Stephen Raneri
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Title:
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Director
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LionEye Onshore Fund LP
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By:
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LionEye Advisors LLC
General Partner
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By:
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/s/ Stephen Raneri
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Name:
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Stephen Raneri
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Title:
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Managing Member
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LionEye Advisors LLC
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By:
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/s/ Stephen Raneri
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Name:
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Stephen Raneri
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Title:
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Managing Member
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LionEye Capital Management LLC
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By:
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/s/ Stephen Raneri
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Name:
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Stephen Raneri
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Title:
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Managing Member
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/s/ Stephen Raneri
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Stephen Raneri
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/s/ Arthur Rosen
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Arthur Rosen
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SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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LIONEYE MASTER FUND LTD
Purchase of Common Stock
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4,762
|
|
81.9148
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04/01/2015
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Purchase of Common Stock
|
8,471
|
|
85.4839
|
04/13/2015
|
Purchase of Common Stock
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17,580
|
|
85.1326
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04/14/2015
|
Purchase of Common Stock
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52,740
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|
85.0000
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04/14/2015
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Purchase of Common Stock(1)
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109,000
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|
65.0000
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04/17/2015
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Purchase of Common Stock(2)
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44,477
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|
84.0300
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05/01/2015
|
Purchase of Common Stock
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1,740
|
|
84.5375
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05/01/2015
|
Purchase of Common Stock
|
3,946
|
|
84.5350
|
05/01/2015
|
Purchase of Common Stock
|
3,201
|
|
84.7618
|
05/01/2015
|
Purchase of Common Stock
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71,357
|
|
85.1541
|
05/01/2015
|
|
|
|
|
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Sale of Call Option(3)
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(70,316
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) |
13.4700
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04/14/2015
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LIONEYE ONSHORE FUND LP
Purchase of Common Stock
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451
|
|
81.9148
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04/01/2015
|
Purchase of Common Stock
|
952
|
|
85.4839
|
04/13/2015
|
Purchase of Common Stock
|
1,932
|
|
85.1326
|
04/14/2015
|
Purchase of Common Stock
|
5,796
|
|
85.0000
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04/14/2015
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Purchase of Common Stock(1)
|
11,900
|
|
65.0000
|
04/17/2015
|
Sale of Common Stock(4)
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(5,144
|
) |
84.0300
|
05/01/2015
|
Purchase of Common Stock
|
181
|
|
84.5375
|
05/01/2015
|
Purchase of Common Stock
|
411
|
|
84.5350
|
05/01/2015
|
Purchase of Common Stock
|
333
|
|
84.7618
|
05/01/2015
|
Purchase of Common Stock
|
7,432
|
|
85.1541
|
05/01/2015
|
|
|
|
|
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Sale of Call Option(3)
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(7,731
|
) |
13.4700
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04/14/2015
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LIONEYE CAPITAL MANAGEMENT LLC
(Through the LionEye Capital Management Accounts)
Purchase of Common Stock
|
800
|
|
76.7388
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03/06/2015
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Purchase of Common Stock
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100
|
|
75.3500
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03/09/2015
|
Purchase of Common Stock
|
900
|
|
79.8200
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03/26/2015
|
Purchase of Common Stock
|
6,871
|
|
81.9148
|
04/01/2015
|
Purchase of Common Stock
|
516
|
|
81.9148
|
04/01/2015
|
Purchase of Common Stock
|
5,903
|
|
85.4839
|
04/13/2015
|
Purchase of Common Stock
|
1,174
|
|
85.4839
|
04/13/2015
|
Purchase of Common Stock
|
3,579
|
|
85.1326
|
04/14/2015
|
Purchase of Common Stock
|
10,737
|
|
85.0000
|
04/14/2015
|
Purchase of Common Stock
|
3,228
|
|
85.1326
|
04/14/2015
|
Purchase of Common Stock
|
9,684
|
|
85.0000
|
04/14/2015
|
Purchase of Common Stock
|
3,681
|
|
85.1326
|
04/14/2015
|
Purchase of Common Stock
|
11,043
|
|
85.0000
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04/14/2015
|
Purchase of Common Stock(1)
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18,200
|
|
65.0000
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04/17/2015
|
Purchase of Common Stock(1)
|
16,800
|
|
65.0000
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04/17/2015
|
Purchase of Common Stock(1)
|
19,300
|
|
65.0000
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04/17/2015
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Sale of Common Stock(5)
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(27,633
|
) |
84.0300
|
05/01/2015
|
Purchase of Common Stock
|
239
|
|
84.5375
|
05/01/2015
|
Purchase of Common Stock
|
543
|
|
84.5350
|
05/01/2015
|
Purchase of Common Stock
|
440
|
|
84.7618
|
05/01/2015
|
Purchase of Common Stock
|
9,815
|
|
85.1541
|
05/01/2015
|
Purchase of Common Stock
|
241
|
|
84.5375
|
05/01/2015
|
Purchase of Common Stock
|
546
|
|
84.5350
|
05/01/2015
|
Purchase of Common Stock
|
443
|
|
84.7618
|
05/01/2015
|
Purchase of Common Stock
|
9,882
|
|
85.1541
|
05/01/2015
|
Sale of Common Stock(5)
|
(11,700
|
) |
84.0300
|
05/01/2015
|
Purchase of Common Stock
|
282
|
|
84.5375
|
05/01/2015
|
Purchase of Common Stock
|
637
|
|
84.5350
|
05/01/2015
|
Purchase of Common Stock
|
517
|
|
84.7618
|
05/01/2015
|
Purchase of Common Stock
|
11,514
|
|
85.1541
|
05/01/2015
|
|
|
|
|
|
Sale of Call Option(3)
|
(14,316
|
) |
13.4700
|
04/14/2015
|
Sale of Call Option(3)
|
(12,909
|
) |
13.4700
|
04/14/2015
|
Sale of Call Option(3)
|
(14,728
|
) |
13.4700
|
04/14/2015
|
______________
(1) Represents the exercise of certain call options on their April 17, 2015 expiration date into Shares at an exercise price of $65 per Share.
(2) Represents a cross trade of Shares to LionEye Master Fund Ltd from the LionEye Capital Management Accounts and LionEye Onshore Fund LP.
(3) Represents Shares underlying certain over-the-counter call options with an exercise price of $75 per Share. These call options expire on December 18, 2015.
(4) Represents a cross trade of Shares from LionEye Onshore Fund LP to LionEye Master Fund Ltd.
(5) Represents a cross trade of Shares from the LionEye Capital Management Accounts to LionEye Master Fund Ltd.